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HomeMy WebLinkAbout2026-05-26 City Council Meeting Packet AGENDA MAPLEWOOD CITY COUNCIL 7:00 P.M. Monday, May 26, 2026 City Hall, Council Chambers Meeting No. 10-26 Pursuant to Minn. Stat. 13D.02, one or more councilmembers may be participating remotely A. CALL TO ORDER B. PLEDGE OF ALLEGIANCE C. ROLL CALL D. APPROVAL OF AGENDA E. APPROVAL OF MINUTES 1. May 11, 2026 City Council Workshop Minutes 2. May 11, 2026 City Council Meeting Minutes F. APPOINTMENTS AND PRESENTATIONS 1. Administrative Presentations a. Council Calendar Update 2. Council Presentations 3. Strategic Plan Update on Quarter 1 of 2026 G. CONSENT AGENDA – Items on the Consent Agenda are considered routine and non- controversial and are approved by one motion of the council. If a councilmember requests additional information or wants to make a comment regarding an item, the vote should be held until the questions or comments are made then the single vote should be taken. If a councilmember objects to an item it should be removed and acted upon as a separate item. 1. Approval of Claims 2. Resolution Supporting the Ramsey County Site Assessment Grant for Kohlman Park 3. 2026 Building Improvements Contract 4. Metropolitan Livable Communities Act Grant and Loan Agreements, Gladstone Crossing, 1375 Frost Avenue East 5. Assignment and Assumption Agreement, Gladstone Crossing, DEED Subgrant Agreement H. PUBLIC HEARINGS – If you are here for a public hearing please familiarize yourself with the rules of civility printed on the back of the agenda. Sign in with the city clerk before addressing the council. At the podium, please state your name and address clearly for the record. All comments/questions shall be posed to the mayor and council. The mayor will then direct staff, as appropriate, to answer questions or respond to comments. None I. UNFINISHED BUSINESS 1. MCC/YMCA Discussion J. NEW BUSINESS 1. Commitment to Volunteerism Proclamation K.AWARD OF BIDS None L. ADJOURNMENT Sign language interpreters for hearing impaired persons are available for public hearings upon request. The request for this must be made at least 96 hours in advance. Please call the city clerk’s office at 651.249.2000 to make arrangements. Assisted listening devices are also available. Please check with the city clerk for availability. 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 council 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 by keeping remarks brief, to the point and non-repetitive. E1 MINUTES MAPLEWOOD CITY COUNCIL MANAGER WORKSHOP 6:00 P.M. Monday, May11, 2026 City Hall, Council Chambers A.CALL TO ORDER A meeting of the city council was heldin the city hall council chambers and was called to order at6:00 p.m.by MayorAbrams. B.ROLL CALL Marylee Abrams, MayorPresent Rebecca Cave, CouncilmemberPresent Kathleen Juenemann, CouncilmemberPresent Chonburi Lee, Councilmember Present Nikki Villavicencio, CouncilmemberPresent C.APPROVAL OF AGENDA Councilmember Cavemoved toapprove the agendaas submitted. Seconded by CouncilmemberLee Ayes – All The motion passed. D.UNFINISHED BUSINESS None E.NEW BUSINESS 1.State of EMS Fire & EMS Chief Mondor and Dr. Haley Taormina, Medical Director for Regions, gave the presentation and answered questions of council. No action required. 2.2027 Budget Kickoff Finance Director Rueb gave the presentation. City Manager Sable provided additional comments. No action required. 3.Legislative Update City Manager Sable gave the staff report. May 11, 2026 Council Manager Workshop Minutes 1 Council Packet Page Number 1 of 336 E1 No action required. F.ADJOURNMENT Mayor Abramsadjourned the meetingat6:46p.m. May 11, 2026 Council Manager Workshop Minutes 2 Council Packet Page Number 2 of 336 E2 MINUTES MAPLEWOOD CITY COUNCIL 7:00 P.M. Monday, May 11, 2026 City Hall, Council Chambers Meeting No. 09-26 A.CALL TO ORDER A meeting of the City Council was held in the City Hall Council Chambersand was called to order at7:00p.m.byMayor Abrams. Mayor Abrams sharedthe workshop had the kickoff of the budget season andshe attended the Regional Council of Mayors meeting at the Federal Reserve. B.PLEDGE OF ALLEGIANCE C.ROLL CALL Marylee Abrams, MayorPresent Rebecca Cave, CouncilmemberPresent Kathleen Juenemann, CouncilmemberPresent Chonburi Lee, CouncilmemberPresent Nikki Villavicencio, CouncilmemberPresent D.APPROVAL OF AGENDA CouncilmemberCavemoved to approve theagenda as submitted. Seconded by CouncilmemberJuenemann Ayes – All The motion passed. E.APPROVAL OF MINUTES 1.April27, 2026 City Council WorkshopMinutes CouncilmemberLeemoved to approve the April 27, 2026City Council Workshop Minutes assubmitted. Seconded by CouncilmemberJuenemann Ayes – Councilmember Cave Councilmember Juenemann Councilmember Lee Councilmember Villavicencio Abstain – Mayor Abrams The motion passed. 2.April 27, 2026City CouncilMeeting Minutes CouncilmemberJuenemannmoved to approve theApril 27, 2026City Council Meeting Minutes assubmitted. May 11, 2026 City Council Meeting Minutes 1 Council Packet Page Number 3 of 336 E2 Seconded by Councilmember Cave Ayes – Councilmember Cave Councilmember Juenemann Councilmember Lee Councilmember Villavicencio Abstain – Mayor Abrams The motion passed. F.APPOINTMENTS AND PRESENTATIONS 1.Administrative Presentations a.Council Calendar Update City ManagerSablegave an update to the council calendar and reviewed other topics of concern or interest requested by councilmembers. 2.Council Presentations None 3.Management Intern Colin Vue Presentation City Manager Sable introduced the agenda item. Management Intern Colin Vue gave the presentation and accepted comments from council. G.CONSENT AGENDA – Items on the Consent Agenda are considered routine and non- controversial and are approved by one motion of the council. If a councilmember requests additional information or wants to make a comment regarding an item, the vote should be held until the questions or comments are made then the single vote should be taken. If a councilmember objects to an item it should be removed and acted upon as a separate item. Agenda item G2 was highlighted. CouncilmemberLeemoved toapprove agenda items G1-G5. Seconded by CouncilmemberJuenemann Ayes – All The motion passed. 1.Approval of Claims CouncilmemberLeemoved to approve the approval of claims. ACCOUNTS PAYABLE: $ 849,479.26 Checks # 125378 thru # 125422 dated 4/24/26 and 4/28/26 $ 779,846.18 Disbursements via debits to checking account May 11, 2026 City Council Meeting Minutes 2 Council Packet Page Number 4 of 336 E2 dated 4/20/26 thru 5/3/26 $ 1,629,325.44 Total Accounts Payable PAYROLL $ 897,311.93 Payroll Checks and Direct Deposits dated 4/24/26 $ 897,311.93 Total Payroll $ 2,526,637.37 GRAND TOTAL Seconded by Councilmember JuenemannAyes – All The motion passed. 2.First Quarter 2026 Financial Report No action required. 3.Resolution Designating New Polling Place Location for Precincts 1 and 2, 2026 Primary Election CouncilmemberLeemoved toapprovethe resolution designating St Paul Hmong Alliance Church at 1770 McMemeny Street N as the polling location for Precincts 1 and 2 during the August 11, 2026 State Primary Election. Resolution 26-05-2497 RESOLUTION DESIGNATING POLLING PLACE LOCATION FORPRECINCTS 1 AND 2 2026 PRIMARY ELECTION WHEREAS,Minnesota Statutes 204B.16, subd 1 requires the city council, by ordinance or resolution, to designate any changes to polling placelocations for the upcoming year; and WHEREAS, notification was received in March 2026 that Edgerton Elementary School gym, the polling location for both Precinct 1 and Precinct 2, will be unavailable during the 2026 August Primary Election; and WHEREAS, changes to the polling place locations may be made at least 90 days before the next election if one or more of the authorized polling places becomes unavailable for use; and WHEREAS, changes to the polling place locations may be made in the case of an emergency when it is necessary to ensure a safe and secure location for voting; and WHEREAS, St. Paul Hmong Alliance Church, previously a polling location until 2021, has agreed to serve as the polling location for the 2026 State Primary Election. May 11, 2026 City Council Meeting Minutes 3 Council Packet Page Number 5 of 336 E2 NOW, THEREFORE, BE IT RESOLVED, that the city council of the city of Maplewood hereby designates the following polling placelocationfor the 2026 State Primary Election conducted in the city: Precinct 1St. Paul Hmong Alliance Church 1770 McMenemy StreetNorth Precinct 2St. Paul Hmong Alliance Church 1770 McMenemyStreetNorth AND BE IT FURTHER RESOLVED, that the city clerk is authorized to designate a replacement meeting the requirements of the Minnesota Election Law for any polling place location designated in this resolution that becomes unavailable for use by the city; AND BE IT FURTHER RESOLVED, that the city clerk is authorized to designate an emergency replacement polling place location meeting the requirements of the Minnesota Election Law for any polling place location designated in this resolution when necessary to ensure a safe and secure location for voting; AND BE IT FURTHER RESOLVED, that the city clerk is directed to send a copy of this resolution and any subsequent polling place location designations to the Ramsey County Elections Office; AND BE IT FURTHER RESOLVED, that the city clerk is directed to post a notice of the polling placelocationchanges in the clerk’s office. Seconded by CouncilmemberJuenemann Ayes – All The motion passed. 4.Resolution to Conduct Off-Site Gambling for the White Bear Avenue Business Association at the Ramsey County Fair Councilmember Leemoved to approve the resolution to conduct off-site gambling for White Bear Avenue Business Association from Thursday, July 16, 2026 to Sunday, July 19, 2026 during the Ramsey County Fair. Resolution 26-05-2498 CITY APPROVAL TO CONDUCT OFF-SITE GAMBLING WITHIN CITY LIMITS WHITE BEAR AVENUE BUSINESS ASSOCIATION WHEREAS, White Bear Avenue Business Association has submitted an application to conduct off-site gambling at the Ramsey County Fair Grounds, 2020 White Bear Avenue in Maplewood, MN 55109; and WHEREAS, the off-site gambling will take place during the Ramsey County Fair on Thursday, July 16, 2026 through Sunday, July 19, 2026. NOW, THEREFORE, BE IT RESOLVED, by the city council of Maplewood, Minnesota that: May 11, 2026 City Council Meeting Minutes 4 Council Packet Page Number 6 of 336 E2 1.The application to conduct off-site gambling is approved for White Bear Avenue Business Association during the date stated above; and 2.The Minnesota Gambling Control Board approve said permit application as complying Minnesota Statute §349.213; and 3. This resolution be forwarded to the Gambling Control Board for their approval. Seconded by Councilmember Juenemann Ayes – All The motion passed. 5.2026 Tree Grinding Contract Councilmember Leemoved toauthorize Hugo’s Tree Care Inc, to perform grinding, hauling, and disposal of EAB infested wood and other tree debris from the public works yard. Seconded by Councilmember JuenemannAyes – All The motion passed. H.PUBLIC HEARINGS – If you are here for a Public Hearing please familiarize yourself with the Rules of Civility printed on the back of the agenda. Sign in with the City Clerk before addressing the council. At the podium please state your name and address clearly for the record. All comments/questions shall be posed to the Mayor and Council. The Mayor will then direct staff, as appropriate, to answer questions or respond to comments. None I.UNFINISHED BUSINESS None J.NEW BUSINESS 1.Conditional Use Permit and Setback Variance Resolution, Peach Automotive Service Garage, 1770 Gervais Avenue East Community Development Director Parr gave the presentation. Michael Paech and Mohammed Nur addressed council and provided additional information. Councilmember Juenemannmoved to approve the conditional use permit and setback variance resolution for the property at 1770 Gervais Avenue East, subject to certain conditions of approval. Resolution 26-05-2499 CONDITIONAL USE PERMIT AND SETBACK VARIANCE RESOLUTION BE IT RESOLVED by the City Council of the City of Maplewood, Minnesota, as follows: Section 1. Background. May 11, 2026 City Council Meeting Minutes 5 Council Packet Page Number 7 of 336 E2 1.01Paech Properties LLC (property owner) has requested a Conditional Use Permit and a setback variance for the property located at 1770 Gervais Avenue East. 1.02The property located at 1770 Gervais Avenue East is legally described as: The East one-half (E 1 /2) of the North one-half (N 1 /2) of Lot 16, E. G. Rogers' Garden Lots, except the South 250 feet of that part of the East one- half (E1/2) of the North one-half (N1/2) of said Lot 16, lying North of the North right-of-way line of State Trunk Highway No. 36, together with that part of vacated Gervais Avenue lying between the Northerly extensions of the East and West lines of said above described tract that accrued thereto by reason of vacation thereof, Ramsey County, Minnesota. Tax Parcel Identification: 102922410017 1.03A vehicle maintenance garage is permitted with a conditional use permit. 1.04A motor vehicle maintenance garage must be at least 350 feet from any property the city plans for residential use. 1.05The property is between 57 and 105 feet when measured from the site’s property line to the adjacent residential property lines across Gervais Avenue as it curves, and approximately 92 feet to the residential property line across Gervais Court diagonally. Section 2. Conditional Use Permit and Variance Standards. 2.01 Conditional Use Permit Standards. City Ordinance Section 44-1097(a) states that the City Council must base approval of a Conditional Use Permit on the following nine standards. 1.The use would be located, designed, maintained, constructed and operated to be in conformity with the City’s Comprehensive Plan and Code of Ordinances. 2.The use would not change the existing or planned character of the surrounding area. 3.The use would not depreciate property values. 4.The use would not involve any activity, process, materials, equipment or methods of operation that would be dangerous, hazardous, detrimental, disturbing or cause a nuisance to any person or property, because of excessive noise, glare, smoke, dust, odor, fumes, water or air pollution, drainage, water run-off, vibration, general unsightliness, electrical interference or other nuisances. May 11, 2026 City Council Meeting Minutes 6 Council Packet Page Number 8 of 336 E2 5.The use would not exceed the design standards of any affected street. 6.The use would be served by adequate public facilities and services, including streets, police and fire protection, drainage structures, water and sewer systems, schools and parks. 7.The use would not create excessive additional costs for public facilities or services. 8.The use would maximize the preservation of and incorporate the site’s natural and scenic features into the development design. 9.The use would cause minimal adverse environmental effects. 2.02Variance Standards. City Ordinance Section 44-13 refers to a state statute that states a variance may be granted from the requirements of the zoning ordinance when: (1) the variance is in harmony with the general purposes and intent of this ordinance; (2)when the variance is consistent with the comprehensive plan; and (3) when the applicant establishes that there are practical difficulties in complying with the ordinance. Practical difficulties mean: (1) the proposed use is reasonable; (2) the need for a variance is caused by circumstances unique to the property, not created by the property owner, and not solely based on economic conditions; (3) the variance if granted, will not alter the essential character of the locality. Section 3. Findings. 3.01The proposal meets the specific Conditional Use Permit and Variance standards. Section 4. City Review Process 4.01The City conducted the following review when considering this conditional use permit request. 1.On April 21, 2026, the Planning Commission held a public hearing. City staff published a hearing notice in the Pioneer Press and sent notices to the surrounding property owners. The Planning Commission gave everyone at the hearing a chance to speak and present written statements. The Planning Commission recommended that the City Council approve this resolution. 2.On May 11, 2026, the City Council discussed this resolution. They considered reports and recommendations from the Planning Commission and City staff. Section 5.City Council May 11, 2026 City Council Meeting Minutes 7 Council Packet Page Number 9 of 336 E2 5.01The City Council hereby approvesthe resolution. Approval is based on the findings outlined in section 3 of this resolution. Approval is subject to the following conditions: 1.The City Council will review the conditional use permit in one year. 2.There shall be no exterior storage of vehicles or equipment on the property or on the adjacent public streets related to the vehicle maintenance garage. 3.All vehicles awaiting repair must be stored inside the building and may not be stored outside in the parking lot or on public streets. No unlicensed or inoperable vehicles shall be stored on the premises for more than 48 hours, except in storage areas thatare fully screened from public view. 4.No motor vehicle maintenance garage within 350 feet of a residential lot line shall be open to the public between the hours of 11:00 p.m. and 6:00 a.m. 5.All repair, assembly, disassembly, and maintenance shall occur within an enclosed building, except for minor maintenance. Minor maintenance shall include work such as tire replacement or inflation, adding oil, or wiper fluid replacement. 6.The parking lot and striped spaces must always be maintained. The applicant will review the existing striped stalls and drive access aisles on the site, repaint the parking spaces where necessary, and repair any areas with deficient pavement. The applicantwill provide a parking plan showing striped stalls for staff approval. 7.Parking shall be limited to paved areas. 8.The owner will construct a trash enclosure for the property as required around all trash containers or dumpsters, and it shall be 100 percent opaque. The enclosure must meet city ordinance requirements. The enclosure must always be maintained. The owner will submit a plan for the trash enclosure to staff for review before installation. 9.Should there be changes to the building's tenant mix, the property owner must submit these details to the city for review. Before a new tenant occupies the property, the owner must obtain city approval. 10.All vehicle deliveries and transport unloading shall be done on-site, not along public streets. 11.All signs shall meet the City of Maplewood sign ordinance. All abandoned signs for previous businesses on the property must be removed or replaced with updated signage reflecting the current business operations. The property owner will obtain sign permits before installation. May 11, 2026 City Council Meeting Minutes 8 Council Packet Page Number 10 of 336 E2 12.The property owner must contact the city’s licensing division and obtain a license for a vehicle repair business on the property. 13.A building permit and architectural drawings are required for any proposed building alterations. Seconded by CouncilmemberVillavicencio Ayes – All The motion passed. 2.Resolution of Support for Ramsey County EDA City Manager Sable gave the staff reportand answered questions of council.Community Development Director Parr added additional information. CouncilmemberCavemoved to approvethe resolution exercising the city’s authority to opt-in to, and support, the Ramsey County Economic Development Authority. Resolution 26-05-2500 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MAPLEWOOD EXERCISING THE CITY’S AUTHORITY TO OPT-IN TO, AND SUPPORT, THE RAMSEY COUNTY ECONOMIC DEVELOPMENT AGENCY (“EDA”) WHEREAS, the Commissioners of Ramsey County (“County”) and the Maplewood City Council (“City”) consider small businesses to be the backbone of stability and growth for their respective local government and municipality; and WHEREAS, the County and the City also consider continued investment in small businesses as critical for sustaining stability and growth in their respective local government and municipality; and WHEREAS, the County sought special legislation from the State Legislature that expanded the eligible uses of the County’s Housing and Redevelopment Authority (HRA); and WHEREAS, the special legislation, often referred to as the EDA Bill (Bill), expanded the use of HRA Levy funding to include entrepreneurship and business programming and necessitated the creation of the Ramsey County Economic Development Authority (EDA); and WHEREAS, the EDA Bill was approved by the Legislature in 2025; and WHEREAS, the EDA Bill contained two provisions, (1) the EDA would not have tax levy authority and (2) Cities within the County’s HRA Area of Operation would be required to ‘Opt In’ to business programming by the EDA; and WHEREAS, pursuant to state statute, projects funded with HRA levy will continue to require consent by the City; and WHEREAS, pursuant to Ramsey County Board of Commissioners Resolution B2025-229 dated December 2, 2025, and to filing with the Secretary of State a Certificate May 11, 2026 City Council Meeting Minutes 9 Council Packet Page Number 11 of 336 E2 of Approval of Special Law By Governing Body (pursuant to Minnesota Statutes, 645.02 and 645.021) December 16, 2025, as Document No. 20254239, the County has legally established an EDA through which the above-referenced funds and programs supporting small business in the City may flow; and WHEREAS, the City supports the County in promoting growth and sustainability for small businesses within its jurisdiction and therefore supports, and wishes to avail itself to, funding and programs made available by the County’s EDA and deems it a positivemechanism for doing so. NOW, THEREFORE, BE IT RESOLVED, that the City affirmatively “Opts-In” as a participant in the County’s EDA Area of Operation, and supports the County in its EDA use, funding and programs established; and BE IT FURTHER RESOLVED that the Citycommits to the collaboration with the County and the processes necessary for implementing the County’s EDA programs as an integral part and shared goal of supporting and sustaining entrepreneurs and local small businesses. Seconded by CouncilmemberJuenemann Ayes – All The motion passed. 3.Resolution Regarding Ramsey County Gun Range City Manager Sable gave the staff report. Councildiscussed the agenda item and shared opinions. CouncilmemberJuenemannmoved to approvethe resolution expressing opposition to the continued operation of the City of St. Paul outdoor firearms training facility located on Ramsey County property within the City of Maplewood. Resolution 26-05-2501 A RESOLUTION EXPRESSING OPPOSITION TO THE CONTINUED OPERATION OF THE CITY OF SAINT PAUL OUTDOOR FIREARMS TRAINING FACILITY LOCATED ON RAMSEY COUNTY PROPERTY WITHIN THE CITY OF MAPLEWOOD WHEREAS, the City of Maplewood is a growing, vibrant community located in Ramsey County; and WHEREAS, the City of Maplewood has made significant investments in housing, infrastructure, and community development that reflects a clear and intentional direction for the future of the community, resulting in significant residential development, redevelopment, and increased expectations as a high-quality, modern suburban community; and WHEREAS, Ramsey County, the property owner, leases an outdoor firearms training facility that is operated by the City of Saint Paul within the municipal boundaries of the City of Maplewood; and May 11, 2026 City Council Meeting Minutes 10 Council Packet Page Number 12 of 336 E2 WHEREAS, when the outdoor firearms facility first opened in 1950’s, the surrounding area was largely undeveloped and few individuals were impacted by its operation, but now the area has witnessed significant residential development; and WHEREAS, the City of Maplewood and the surrounding neighborhood density will continue to increase because Ramsey County, fee owner of the land on which the outdoor firearms training facility is located, recently sold an adjoining 92-acre tract which is being developed with 206 single family homes and townhouses; and WHEREAS, regional decision-making should be grounded in mutual respect, shared responsibility, and a willingness to adapt when conditions change; and WHEREAS, the continued operation of this facility is increasingly incompatible with surrounding land uses and undermines the city’s long-term vision for safe, thriving, and connected neighborhoods, especially as residents in proximity to the facility experience ongoing impacts including persistent noise, disruption to daily life, and diminished enjoyment of their homes and community; and WHEREAS, the City of Maplewood notes that a neighboring property was intentionally acquired and preserved by the City of Saint Paul for a use as a noise buffer, a clear acknowledgement of the deleterious effects of the firearms facility on Maplewood residents; and WHEREAS, the continued operation of this facility at its current location reflects a longstanding pattern in which problematic land uses are placed in neighboring communities with less influence over the decision; and WHEREAS, the City of Maplewood has repeatedly raised concerns and sought collaborative solutions, yet those concerns have not resulted in meaningful reconsideration or adjustment by the parties controlling the facility; and WHEREAS, the continuation of this arrangement places an unfair and disproportionate burden on Maplewood residents and signals a lack of balance in how regional responsibilities are shared; and WHEREAS, the City of Maplewood specifically rejects the premise that the existence of the firearms facility prior to development of the surrounding area is a sufficient policy rationale for its indefinite continuation, as public policy must evolve alongside community conditions, just as outdated practices in housing, land use, and governance have been reevaluated and changed over time; and WHEREAS,the City of Maplewood recognizes the importance of firearms training for public safety personnel but asserts that such training must be conducted in a manner that reflects current land use compatibility, minimizes impacts on residents, and demonstrates equitable regional decision-making. May 11, 2026 City Council Meeting Minutes 11 Council Packet Page Number 13 of 336 E2 NOW, THEREFORE, BE IT RESOLVED by the city council of the City of Maplewood, Minnesota that: 1.Formal Opposition The City of Maplewood formally opposes the continued operation of the outdoor firearms training facility within its municipal boundaries. 2.Advocacy for Residents The city reaffirms its obligation to advocate for its residents and to ensure that local conditions are not dictated by external decisions that fail to account for Maplewood’s evolution as a community. 3.Rejection of “Status Quo” Justification The city affirms that longevity alone does not constitute justification for the continuation of an inappropriate land use, and that policies and practices must be evaluated based on present-day impacts, community expectations, and alignment with the publicgood. 4.Call for Immediate Reengagement The city calls upon Ramsey County to promptly reengage in a meaningful and solution-oriented process that includes evaluation of alternative uses of the property or relocation of the facility. 5.Commitment to Constructive Solutions and Partnership The City of Maplewood remains willing to work collaboratively to identify alternatives that support public safety training needs while respecting the integrity, growth, and quality of life of Maplewood residents. 6.Distribution The City Clerk is directed to transmit this resolution to the Ramsey County Board of Commissioners, the Mayor and City Council of Saint Paul, and relevant regional partners. Seconded by CouncilmemberCaveAyes – Mayor Abrams Councilmember Cave Councilmember Juenemann Councilmember Villavicencio Abstain – Councilmember Lee The motion passed. 4.Ordinance Amending Section 18-273 Pertaining to Illicit Discharges Public Works Director Love gave the staff report. CouncilmemberJuenemannmoved to approvethe ordinance amending section 18-273 of the Maplewood city code pertaining to illicit discharges, adding a new subdivision on proper salt storage. Ordinance 1061 AN ORDINANCE AMENDING SECTION 18-273 OF THE MAPLEWOOD May 11, 2026 City Council Meeting Minutes 12 Council Packet Page Number 14 of 336 E2 CITY CODE PERTAINING TO ILLICIT DISCHARGES The City Council of the City of Maplewood, Minnesota ordains as follows: Section 1. Section 18-273 of the Maplewood City Code is hereby amended by adding a new subdivision (d) and re-lettering existing subdivisions (d) – (h) to (e) – (i) as follows: (d) Salt Storage. To regulate the use of salt and de-icing material storage areas within the city to protect, restore and preserve the quality of its water, any commercial, institutional or non-NPDES permitted industrial facility that uses salt and/or de-icing materials forwinter operations must: (1) Designate a salt storage area that is either covered or indoors; (2) Ensure the salt storage area is situated on an impervious surface; and (3) Implement practices (sweeping, diversions, and/or containment) to reduce exposure to the stormwater system when transferring materials within that area. Section 2. Effective Date. This ordinance shall be effective following its adoption and publication. Seconded by CouncilmemberLee Ayes – All The motion passed. K.AWARD OF BIDS 1.2026 Maplewood Street Improvements, City Project 25-21 a.Resolution Receiving Bids and Awarding Construction Contract b.Authorize Use of WSB, Inc for Construction Surveying Services c.Authorize Use of ITT, Inc for Construction Testing Services Public Works Director Love gave the staff report CouncilmemberLeemoved to approve theresolution receiving bids and awarding a construction contract for the 2026 Maplewood Street Improvements, City Project 25-21, to Park Construction Company for the Base Bid & Bid Alternate 1. Resolution 26-05-2502 RECEIVING BIDS AND AWARDING CONSTRUCTION CONTRACT CITY PROJECT 25-21 WHEREAS, a resolution was passed by the City Council on March 23, 2026, approving plans and specifications and advertisingfor bids for 2026 Maplewood Street Improvements, City Project 25-21; and WHEREAS, the plans and specifications were advertised for bids according to Minnesota Statutes Chapter 429, bids were received, opened tabulated according to the law and the following bids were received complying with the advertisement: May 11, 2026 City Council Meeting Minutes 13 Council Packet Page Number 15 of 336 E2 Contractor Total of Base Bid+ Bid Alt. 1 1.Park Construction Company $10,178,819.95 2.Bituminous Roadways $10,500,116.73 WHEREAS, Park Construction Companyis the lowest responsible bidder; and WHEREAS, the proposed fundingplan for the 2026 Maplewood Street Improvements, City Project 25-21is shown below: Funding SourceTotal Amount General Obligation Improvement Bonds$4,897,085 Street Revitalization Fund$1,364,250 Environmental Utility Fund$2,292,000 Sanitary Sewer Fund$463,100 Water Area Fund$152,400 St. Paul Regional Water Services$671,300 Special Benefit Assessments$1,946,565 Total Project Funding:$11,786,700 NOW, THEREFORE, BE IT RESOLVED by the City Council of Maplewood, Minnesota 1.The mayor and city manager are authorized and directed to enter into a contract with Park Construction Companyin the name of the City of Maplewood for the 2026 Street Improvements, City Project 25-21, for the Base Bid + Bid Alternate 1,according to the plans and specifications approved by the city counciland on file in the office of the city engineer. 2.The finance director is hereby authorized to make the financial transfers necessary to implement the fundingplan for the projectshown aboveand to further prepare a budget adjustment based on final construction costs after project completion. Seconded by CouncilmemberJuenemann Ayes – All The motion passed. Councilmember Juenemannmoved to authorize the use of WSB, Inc. for construction surveying services and further authorize the mayor and city manager to sign the attached proposal from WSB, Inc. Seconded by CouncilmemberVillavicencio Ayes – All The motion passed. Councilmember Juenemannmoved to approve authorize the useof ITT, Inc. for construction testing services and further authorize the mayor and city manager to sign the attached proposal from ITT, Inc. Seconded by CouncilmemberCave Ayes – All May 11, 2026 City Council Meeting Minutes 14 Council Packet Page Number 16 of 336 E2 The motion passed. L.ADJOURNMENT Mayor Abramsadjourned the meeting at8:21p.m. May 11, 2026 City Council Meeting Minutes 15 Council Packet Page Number 17 of 336 F1a CITY COUNCIL STAFF REPORT Meeting Date May 26, 2026 REPORT TO: City Council REPORT FROM: Michael Sable, City Manage r PRESENTER: Michael Sable, City Manager AGENDA ITEM: Council Calendar Update Action Requested: MotionDiscussion Public Hearing Form of Action: Resolution Ordinance Contract/AgreementProclamation Summary: This item is informational and intended to provide the city council with a forecast of upcoming agenda items and the workshop schedule. These are not official announcements of the meetings, but a look at the upcoming meetings for the city council to plan their calendars. Recommended Action: No motion needed. This is an informational item. Upcoming Agenda Items and Workshop Schedule: June 8: Climate Mitigation Plan Adoption Sale of General Obligation Improvement Bonds Council Comments: Comments regarding workshops, council meetings or other topics of concern or interest. Maplewood Living Schedule: The schedule for councilmember articles in Maplewood Living is temporarily on hold during the current filing period. Upcoming Community Events: Wednesday, July 8, 2026 Celebrate Summer 5:30 p.m.-7:30 p.m. Afton Heights Park Wednesday, July 15, 2026 Fishing With Friends Spoon Lake 4:00 p.m.-7:00 p.m. Tuesday, August 4, 2026 National Night Out City Wide Event 5:00 p.m.-9:00 p.m. Council Packet Page Number 18 of 336 F3 CITY COUNCIL STAFF REPORT Meeting Date May 26, 2026 REPORT TO: Michael Sable, City Manager REPORT FROM: Lois Knutson, Senior Administrative Manager PRESENTER: Lois Knutson, Senior Administrative Manager AGENDA ITEM: Strategic Plan Update for First Quarter 2026 Action Requested: Motion Discussion Public Hearing Form of Action: Resolution Ordinance Contract/Agreement Proclamation Summary: The strategic plan is the cityÓs guiding document for decision-making. The three priorities, as established by the city council, are safety, sustainability, and development. Recommended Action: Motion to accept the strategic plan report for the first quarter of 2026. 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: Safety Focus Area: Sustainability Focus Area: Development Focus Area: Background: On April 23, 2025, the city council and executive leadership team held a strategic planning retreat to initiate the update of the cityÓs strategic plan. Through a series of facilitated exercises and discussions, three new strategic priorities were identified: Safety Sustainability Development On August 11, 2025, the city council approved the strategic priorities and underlying focus areas for the 2026 Î 2028 Strategic Plan. Council Packet Page Number 19 of 336 F3 The new plan began on January 1, 2026 and this is the first report on the 2026 - 2028 plan. Attachments: 1. Strategic plan report 2. Presentation Council Packet Page Number 20 of 336 F3, Attachment 1 Council Packet Page Number 21 of 336 F3, Attachment 1 Council Packet Page Number 22 of 336 F3, Attachment 1 Council Packet Page Number 23 of 336 F3, Attachment 1 Council Packet Page Number 24 of 336 F3, Attachment 1 Council Packet Page Number 25 of 336 F3, Attachment 1 Council Packet Page Number 26 of 336 F3, Attachment 1 Council Packet Page Number 27 of 336 F3, Attachment 1 Council Packet Page Number 28 of 336 F3, Attachment 1 Council Packet Page Number 29 of 336 F3, Attachment 1 Council Packet Page Number 30 of 336 F3, Attachment 1 Council Packet Page Number 31 of 336 F3, Attachment 1 Council Packet Page Number 32 of 336 F3, Attachment 1 Council Packet Page Number 33 of 336 F3, Attachment 1 Council Packet Page Number 34 of 336 F3, Attachment 1 Council Packet Page Number 35 of 336 F3, Attachment 1 Council Packet Page Number 36 of 336 F3, Attachment 1 Council Packet Page Number 37 of 336 F3, Attachment 1 Council Packet Page Number 38 of 336 F3, Attachment 1 Council Packet Page Number 39 of 336 F3, Attachment 1 Council Packet Page Number 40 of 336 F3, Attachment 1 Council Packet Page Number 41 of 336 F3, Attachment 1 Council Packet Page Number 42 of 336 F3, Attachment 1 Council Packet Page Number 43 of 336 F3, Attachment 1 Council Packet Page Number 44 of 336 F3, Attachment 1 Council Packet Page Number 45 of 336 F3, Attachment 1 Council Packet Page Number 46 of 336 F3, Attachment 1 Council Packet Page Number 47 of 336 F3, Attachment 1 Council Packet Page Number 48 of 336 F3, Attachment 1 Council Packet Page Number 49 of 336 F3, Attachment 1 Council Packet Page Number 50 of 336 F3, Attachment 1 Council Packet Page Number 51 of 336 F3, Attachment 1 Council Packet Page Number 52 of 336 F3, Attachment 1 Council Packet Page Number 53 of 336 F3, Attachment 1 Council Packet Page Number 54 of 336 F3, Attachment 1 Council Packet Page Number 55 of 336 F3, Attachment 1 Council Packet Page Number 56 of 336 F3, Attachment 1 Council Packet Page Number 57 of 336 F3, Attachment 1 Council Packet Page Number 58 of 336 F3, Attachment 1 Council Packet Page Number 59 of 336 F3, Attachment 1 Council Packet Page Number 60 of 336 F3, Attachment 1 Council Packet Page Number 61 of 336 F3, Attachment 1 Council Packet Page Number 62 of 336 F3, Attachment 1 Council Packet Page Number 63 of 336 F3, Attachment 1 Council Packet Page Number 64 of 336 F3, Attachment 1 Council Packet Page Number 65 of 336 F3, Attachment 2 Council Packet Page Number 66 of 336 F3, Attachment 2 Council Packet Page Number 67 of 336 F3, Attachment 2 Council Packet Page Number 68 of 336 F3, Attachment 2 Council Packet Page Number 69 of 336 F3, Attachment 2 Council Packet Page Number 70 of 336 F3, Attachment 2 Council Packet Page Number 71 of 336 F3, Attachment 2 Council Packet Page Number 72 of 336 F3, Attachment 2 Council Packet Page Number 73 of 336 F3, Attachment 2 Council Packet Page Number 74 of 336 G1 Council Packet Page Number 75 of 336 G1, Attachment Council Packet Page Number 76 of 336 G1, Attachment Council Packet Page Number 77 of 336 G1, Attachment Council Packet Page Number 78 of 336 G1, Attachment Council Packet Page Number 79 of 336 G1, Attachment Council Packet Page Number 80 of 336 G1, Attachment Council Packet Page Number 81 of 336 G1, Attachment Council Packet Page Number 82 of 336 G1, Attachment Council Packet Page Number 83 of 336 G1, Attachment Council Packet Page Number 84 of 336 G1, Attachment Council Packet Page Number 85 of 336 G2 CITY COUNCIL STAFF REPORT Meeting Date May 26, 2026 REPORT TO: Michael Sable, City Manager REPORT FROM: Steven Love, Public Works Director Audra Robbins, Parks and Natural Resources Manager PRESENTER:Steven Love, Public Works Director AGENDA ITEM: Resolution Supporting aRamsey County Site Assessment Grant for Kohlman Park Action Requested:MotionDiscussionPublic Hearing Form of Action: Resolution Ordinance Contract/Agreement Proclamation Summary: Ramsey County, in partnership with Minnesota Brownfields, offers a Ramsey County Site Assessment Grant (SAG), which provides financial assistance to help offset the cost of the environmental assessment. The proposed grant will help pay for the next round of environmental assessment work at Kohlman Park. As part of the application, a city council resolution of support is required. Recommended Action: Motion to approve the resolution of support for the application for a Ramsey County Site Assessment Grant to offset the cost of the environmental assessment work at Kohlman Park. Fiscal Impact: Is There a Fiscal Impact?NoYes, the true or estimated cost is $25,000 Financing source(s):Adopted BudgetBudget ModificationNew Revenue Source Use of Reserves Other: grant Strategic Plan Relevance: Safety Maintain and enhance infrastructure and environmental systems Sustainability Advance environmental stewardship initiatives Development Background: Ramsey County SAG program providesfinancial assistance to help offset the costs of environmental assessment work. Eligible projects may apply for grants up to $25,000. Council Packet Page Number 86 of 336 G2 The City of Maplewood is eligible to apply for SAG funding to help offset the cost associated with the environmental assessment work plan for Kohlman Park. As part of the application process, a resolution of support from the Maplewood City Council is required. During excavation for the installation of new playground equipment at Kohlman Park, construction crews uncovered buried trash and debris several feet below the surface. Following a review of city property records and additional analysis, it was confirmed that a portion of the site had previously been used as a dumpsite. In response, the city has enrolled the Kohlman Park property in the Minnesota Pollution Control Agency’s (MPCA) Voluntary Investigation and Cleanup (VIC). The VIC program allows local governments to voluntarily investigate and, if necessary, clean up contaminated land. Over the winter, the city worked with the assigned MPCA project manager on an environmental investigation work plan. The approved work plan includes: Twelve soil borings, located throughout the park, to determine the location of the old dump site and how deep it is. Three groundwater monitoring wells to help determine any potential impacts to soil and groundwater. The approved work plan will help identify the approximate location of the former dump site, determine the cleanup measures necessary to complete the playground installation, and evaluate whether additional cleanup is needed elsewhere within the park. Testing will begin in early summer of 2026. The city’s goal is to complete the new playground installation by late summer or early fall 2026. Attachments: 1. Resolution Council Packet Page Number 87 of 336 G2, Attachment 1 RESOLUTION OF SUPPORTFOR A GRANT FUND APPLICATION TO RAMSEY COUNTY SITE ASSESSMENT GRANTS PROGRAM FOR KOHLMAN PARK WHEREAS, Minnesota Brownfields administers the Ramsey County Site Assessment Grants (SAG) program, which provides grants for environmental assessment of property in Ramsey County using funding from the County’s Environmental Response Fund ("ERF"); and WHEREAS, City of Maplewood (the "Applicant") qualifies under the SAG program; and WHEREAS, the Applicant owns 1080 County Road C E, Maplewood, Minnesota (the "Project Site") and proposes a park reinvestment project that requires environmental assessment; and WHEREAS, the Applicant intends to submit an application to Minnesota Brownfields seeking SAG funds for environmental assessment activities at the Project Site; and WHEREAS, the SAG application materials call for a City Council resolution of support from the host city; NOW, THEREFORE, BE IT RESOLVED by the City Council of Maplewood, Minnesota: 1.The City of Maplewood supports the Applicant’s submission to Minnesota Brownfields for funding through the Ramsey County SAG Program, which is funded by the Ramsey County Environmental Response Fund. 2.This resolution of support does not constitute approval of land use, zoning, building permits, or any other city approvals or financial commitments, which, if required, will be considered under separate processes. Adopted by Maplewood City Council on May 26, 2026. Council Packet Page Number 88 of 336 G3 CITY COUNCIL STAFF REPORT Meeting Date May 26, 2026 REPORT TO: Michael Sable, City Manager REPORT FROM: Steven Love, Public Works Director PRESENTER:StevenLove, Public Works Director AGENDA ITEM: 2026 Building ImprovementsContract Action Requested: Motion Discussion Public Hearing Form of Action: Resolution Ordinance Contract/Agreement Proclamation Summary: Upgrades are needed to the Building Automation Systems (BAS) at city hall, public works, and the south fire station. The BAS is the building’s central brain that automatically monitors and controls things like heating, cooling, ventilation, alarms, and energy use to keep the building comfortable, efficient, and safe. Recommended Action: Motion to authorize Trane to perform building improvements at Maplewood City Hall, Maplewood Public Works, and the Maplewood South Fire Station. Fiscal Impact: Is There a Fiscal Impact? No Yes, the true or estimated cost is $115,062. Financing source(s): Adopted Budget Budget Modification New Revenue Source Use of Reserves Other: Building Funds. Strategic Plan Relevance: Safety Maintain and enhance infrastructure and environmental systems Sustainability Development Upgrading the BAS systems will allow these facilities to operate as intended and provide a comfortable work environment for the employees. Background: The control boards that make up the BAS systems at city hall, public works, and the south fire station are older technology, and replacement boards and parts are difficult to find. These upgrades will help systems continue to run as intended and minimize the risk of not being able to find replacement parts in the event of a future system failure. The proposed improvements at city hall will include replacing the main BAS control panels. At the public works building, the upgrades include replacement of the communication bridge panel, boiler Council Packet Page Number 89 of 336 G3 room control panels, and Variable Air Volume (VAV) controllers. VAV controllers are small computers that regulate how much heated and cooled air goes to different areas of a building. The south fire station is currently not connected to the city’s BAS system and proposed improvements will connect it. Additionally, a need to reduce humidity levels at the south fire station has been identified. The proposed upgrades include installing dehumidification control. The air handling units at all three city facilities are Trane units. The proposed upgrades require a high level of training and expertise for the installation and system programming. It is recommended that these upgrades be done by Trane-authorized service companies. The following is a summary of the proposed improvements and their costs: City Hall, Tracer SC Panels$ 7,827 Public Works, Communication Bridge Panel$19,975 Public Works, Boiler Room Control Panels$23,000 Public Works, VAV Controllers$22,215 South Fire Station, Tracer SC Panels$24,130 South Fire Station, Dehumidification Control$17,915 Total Cost $115,062 Attachments: 1.City Hall Proposal 2.Public Works Proposal 3.South Fire Station Proposal Council Packet Page Number 90 of 336 G3, Attachment 1 ! Usbof!Dpouspmt!Qspqptbm! ! ! Dpouspmt!Qspqptbm!Gps;!Nbqmfxppe!Djuz!Ibmm!Mpdbm!Usbof!Sfqsftfoubujwf;!! ! F.nbjm;!sfqsptptljAusbof/dpn! Mpdbm!Usbof!Pggjdf;! Dfmm;!723.477.4398! Usbof!V/T/!Jod/! Pggjdf!Qipof;!)762*!579.3811! 2396!Hsfz!Gpy!Spbe! ! Bsefo!Ijmmt-!NO!66223! Qspqptbm!JE;Q.955667:!Sfw/2! ! Ebuf;!Bqsjm!41-!3137! ! ! Fyfdvujwf!Tvnnbsz! Uijt!qspqptbm!beesfttft!uif!ejtdpoujovfe!tvqqpsu!pg!zpvs!mfhbdz!Usbof!Usbdfs!TD!qbofmt!wjb!uif!Usbof!Dpoofdu!tjuf/!! 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Council Packet Page Number 99 of 336 G3, Attachment 1 ! 26/!Sfuvso!pg!Dvtupnfs!Ebub/!Jg!Usbof!jt!sftqpotjcmf!gps!tupsjoh!ps!sfdfjwjoh!Dvtupnfs!Ebub-!Usbof!tibmm-!bu!Dvtupnfs‘t!tpmf!ejtdsfujpo-!! efmjwfs!Dvtupnfs!Ebub!up!Dvtupnfs!jo!jut!qsfgfssfe!gpsnbu!xjuijo!b!dpnnfsdjbmmz!sfbtpobcmf!qfsjpe!pg!ujnf!gpmmpxjoh!uif!fyqjsbujpo!ps! fbsmjfs!ufsnjobujpo!pg!uif!Bhsffnfou!ps-!tvdi!fbsmjfs!ujnf!bt!Dvtupnfs!sfrvftut-!tfdvsfmz!eftuspz!ps!sfoefs!vosfbebcmf!ps! voefdjqifsbcmf!fbdi!boe!fwfsz!psjhjobm!boe!dpqz!jo!fwfsz!nfejb!pg!bmm!Dvtupnfs‘t!Ebub!jo!Usbof‘t!qpttfttjpo-!dvtupez!ps!dpouspm!op! mbufs!uibo!\\:1!ebzt^!bgufs!sfdfjqu!pg!Dvtupnfs‘t!xsjuufo!jotusvdujpot!ejsfdujoh!Usbof!up!efmfuf!uif!Dvtupnfs!Ebub/!! ! 27/!Cbdlhspvoe!Difdlt!Usbof!tibmm!ublf!sfbtpobcmf!tufqt!up!fotvsf!uif!sfmjbcjmjuz!pg!jut!fnqmpzfft!ps!puifs!qfstpoofm!ibwjoh!bddftt!up! uif!Dvtupnfs!Ebub-!jodmvejoh!uif!dpoevdujoh!pg!bqqspqsjbuf!cbdlhspvoe!boe0ps!wfsjgjdbujpo!difdlt!jo!bddpsebodf!xjui!Usbof!qpmjdjft/!! ! 28/!EJTDMBJNFS!PG!XBSSBOUJFT/!FYDFQU!GPS!BOZ!BQQMJDBCMF!XBSSBOUJFT!JO!UIF!BHSFFNFOU-!UIF!TFSWJDFT!BSF! 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Uijt!qspqptbm!jodmveft;! ! ¸!Qspkfdu!Nbobhfnfou-!fohjoffsjoh!boe!ufdiojdbm!difdlpvu!pg!uif!tztufn! ¸!Tvc!Fmfdusjdbm! ¸!Efnp!pg!fyjtujoh!CDV!qbofm!!! ¸!Jotubmmbujpo!pg!uif!ofx!CBT!dpnqpofout!! ¸!Ebubcbtf!boe!hsbqijdt!vqebuf! ¸!Bt.cvjmu!epdvnfoubujpo! ¸!Pof!zfbs!dpnqpofou!xbssbouz!tfswjdf/! ! ! ! ! ! ! Council Packet Page Number 101 of 336 ! !! G3, Attachment 2 ! ! Pqujpo!$2!—!Jotubmm!Usbof!Mfhbdz!Dpnnvojdbujpot!Csjehf! ! Uijt!pqujpo!xpvme!jodmvef!jotubmmbujpo!pg!b!Usbof!Mfhbdz!Dpnnvojdbujpot!Csjehf!Qbofm!up!sfqmbdf!uif!fyjtujoh!CDV!qbofm! xijdi!ibt!cffo!ejtdpoujovfe!boe!jt!op!mpohfs!bwbjmbcmf!bt!sfqmbdfnfou!qbsut/!!Uijt!jt!uif!nptu!dptu!fggfdujwf!joufhsbujpo!cvu!ju! epft!opu!jodmvef!sfqmbdfnfou!pg!uif!pctpmfuf!gjfme!dpouspm!qbofmt!)VQDN!Qbofmt!'!WBW!Dpouspmmfst*/!!Uiftf!qbofmt!xpvme! offe!up!cf!vqhsbefe!jo!uif!ofbs!gvuvsf!bt!uifz!ibwf!bmtp!cffo!ejtdpoujovfe!boe!bsf!op!mpohfs!bwbjmbcmf!bt!sfqmbdfnfou!qbsut/!! 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Council Packet Page Number 113 of 336 G4 CITY COUNCIL STAFF REPORT Meeting Date May 26, 2026 REPORT TO: Michael Sable, City Manager REPORT FROM: Michael Martin, AICP, Assistant Communityand Economic Development Director PRESENTER:Danette Parr, Community and Economic Development Director AGENDA ITEM: Metropolitan Livable Communities Act Grant and Loan Agreements, Gladstone Crossing,1375Frost Avenue East Action Requested: Motion Discussion Public Hearing Form of Action: Resolution Ordinance Contract/Agreement Proclamation Summary: The City of Maplewood has been awarded three grants from the Metropolitan Council to support Gladstone Crossing Limited Partnership’s proposed Gladstone Crossing multifamily development at 1375 Frost Avenue East. In 2023, the city council approved the land use applications for the 40-unit multifamily building. The city council has also adopted multiple resolutions of support to apply for the grants. Cities that receive Metropolitan Council-issued grants for projects that have received tax credit awards from Minnesota Housing can convert the grants into deferred loans. The city council is being asked to approve two grant agreements between the city and the Metropolitan Council – the third agreement was already approved in 2023 – as well as loan agreements between the city and Gladstone Crossing Limited Partnership, the project developer. Recommended Action: Motion to approve grant and loan agreements between the city, Metropolitan Council and Gladstone Crossing Limited Partnership and authorize the mayor, city manager and city attorney to complete and execute all required documents. 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: Safety Sustainability Development Expand life cycle housing options for all demographics Council Packet Page Number 114 of 336 G4 The project expands life-cycle housing options by providing a mix of two-, three-, and four-bedroom units that accommodate households of varying sizes and life stages, including young families and larger households. Background: Gladstone Crossing Limited Partnership is working to construct a three-story, 40-unit multifamily apartment building designed to provide supportive, affordable housing for families, including young parents who have experienced homelessness. Gladstone Crossing Limited Partnership is the company created by Beacon Interfaith Housing Collaborative to own and develop this project. The development includes a mix of two-, three-, and four-bedroom units, on-site services, community spaces, outdoor amenities, and both underground and surface parking. The city completed a full design review process, including evaluation by the community design review board, engineering and environmental reviews and a neighborhood open house. As this project has progressed, Gladstone Crossing Limited Partnership identified a funding gap in their proposed project – a common occurrence for affordable housing developments – and worked with the city to secure funding via the Metropolitan Council’s grant programs. Revolving Loans As stated at the beginning of the report, the Metropolitan Council allows grant recipients, in this case, the city, to convert the grants into deferred loans for projects that have also been awarded tax credits. Gladstone Crossing Limited Partnership, the project developer, requests the city consider this because it provides a tax advantage to the developer and allows the maximum amount of grant dollars to be directed into the project. These loans defer any interest or periodic payments and would be due on December 31, 2065. This timeframe is requested to align with other financing the developer has received for this project – namely from Minnesota Housing. At the end of the loan period, the developer must repay the loan to the city, which can then work with the Metropolitan Council to direct the funds towards another project. The city approved a similar request in 2024 for JB Vang’s Juniper project at 1310 Frost Avenue. Livable Communities Demonstration Account A $1,000,000 grant was awarded to the city on December 14, 2022, for this project. The Metropolitan Council states that the Livable Communities Demonstration Account (LCDA) provides equitable, livable communities in the region. The city council approved and executed the grant agreement with the Metropolitan Council for this grant in 2023. The city council is being requested to approve documents to convert this grant into a loan to the developer. Tax Base Revitalization Account On January 16, 2024, the city received a $196,100 grant for this project. The Metropolitan Council states that the Tax Base Revitalization Account (TBRA) provides funding to investigate and clean up brownfields—contaminated land, groundwater, or buildings—for redevelopment. The city council is being requested to approve the grant agreement with the Metropolitan Council and documents to convert this grant into a loan to the developer. Local Housing Incentives Account On January 10, 2024, the city received a $500,000 grant for this project. The Metropolitan Council states that the Local Housing Incentives Account(LHIA) provides funding to expand and preserve Council Packet Page Number 115 of 336 G4 lifecycle and affordable housing, both rented and owned. The city council is being requested to approve the grant agreement with the Metropolitan Council and documents to convert this grant into a loan to the developer. Summary The city council is requested to approve grant agreements for two grants awarded by the Metropolitan Council and three loan agreements and associated documents between the city and Gladstone Crossing Limited Partnership to convert the grants into deferred loans. The city attorney has reviewed all agreements and documents and is comfortable with the city council granting approval. Attachments: 1. Location Map 2. TBRA – Metropolitan Livable Communities Act Grant agreement 3. LHIA – Metropolitan Livable Communities Act Grant agreement 4. Master Disbursement Agreement 5. Master Subordination Agreement and Estoppel Certificate 6. LCDA – Loan Agreement 7. LCDA – Note 8. LCDA – Combination Mortgage and Security Agreement 9. TBRA – Loan Agreement 10. TBRA – Note 11. TBRA – Combination Mortgage and Security Agreement 12. LHIA – Loan Agreement 13. LHIA – Note 14. LHIA – Combination Mortgage and Security Agreement Council Packet Page Number 116 of 336 G4, Attachment 1 1375 Frost Avenue - Overview Map City of Maplewood 2000 1991 1968 1973 1965 1970 1960 1957 1955 1949 1954 1946 1960 19411945 1948 1315 1942 1351 1940 1938 1347 1321 1375 1321 1401 1313 1319 1317 1323 1927 1910 1344 1350 1426 1900 1380 1907 1310 1900 1897 1894 1896 1894 1893 1890 1899 1893 1880 1889 1880 1890 1889 1888 1890 1880 1881 1880 1880 1881 1880 1880 1879 1880 1878 1880 1874 1871 1872 1880 1880 1880 1865 Legend 1870 1866 1869 1870 1383 1864 Subject Property 0240 Feet 1856 1854 1855 Source: City of Maplewood, Ramsey County 1852 1851 Council Packet Page Number 117 of 336 G4, Attachment 2 TAX BASE REVITALIZATION ACCOUNT CONTAMINATION CLEANUP GRANT PROGRAM GRANTEE: City of MaplewoodGRANT NO. SG-19905 PROJECT: Gladstone Crossing GRANT AMOUNT:$196,100.00FUNDING CYCLE:2023 – Round 2 COUNCIL ACTION: January 10, 2024 EXPIRATION DATE: December 31, 2026 METROPOLITAN LIVABLE COMMUNITIES ACT GRANT AGREEMENT THIS GRANT AGREEMENT (“Agreement”) is made and entered into by the Metropolitan Council (“Council”) and the Municipality or Development Authority identified above as “Grantee.” WHEREAS, Minnesota Statutes section 473.251 creates the Metropolitan Livable Communities Fund, the uses of which fund must be consistent with and promote the purposes of the Metropolitan Livable Communities Act (“LCA”) and the policies of the Council’s Metropolitan Development Guide; and WHEREAS, Minnesota Statutes sections 473.251 and 473.252 establish within the Metropolitan Livable Communities Fund a Tax Base Revitalization Account and require the Council to use the funds in the account to make grants to Municipalities or Development Authorities for the cleanup of polluted land in the seven-county metropolitan area; and WHEREAS, the Grantee is a Municipality or a Development Authority as defined in Minnesota Statutes section 473.252, subdivisions 1 and 1a; and WHEREAS, the Grantee seeks funding in connection with an application for Tax Base Revitalization Account funds submitted in response to the Council’s notice of availability of grant funds for the “Funding Cycle” identified above and will use the grant funds made available under this Agreement to help fund the “Project” identified in the application; and WHEREAS, the Council awarded Tax Base Revitalization Account grant funds to the Grantee subject to any terms, conditions or clarifications stated in its Council Action, and with the understanding that the Project identified in the application will proceed to completion in a timely manner, all grant funds will be expended prior to the “Expiration Date” identified above, and Project development or redevelopment construction will have “commenced” before the Expiration Date. NOW THEREFORE, in reliance on the above statements and in consideration of the mutual promises and covenants contained in this Agreement, the Grantee and the Council agree as follows: Page 1 of 14 Pages SG-19905 rev. 12/28/2023 Council Packet Page Number 118 of 336 G4, Attachment 2 TAX BASE REVITALIZATION ACCOUNT CONTAMINATION CLEANUP GRANT PROGRAM I. DEFINITIONS 1.01. Definition of Terms. The terms defined in this section have the meanings given them in this section unless otherwise provided or indicated by the context. (a) Cleanup Costs or Costs. “Cleanup Costs” or “Costs” means: (1) For hazardous waste or substance contamination, the cost of implementing a voluntary response action plan approved by the Minnesota Pollution Control Agency under Minnesota Statutes section 115B.175, subdivision 3. (2) For asbestos contamination, the cost of implementing a project-specific asbestos project plan for the Site and performing asbestos-related work which is carried out by contractors or subcontractors licensed or certified by the Commissioner of Health under the Minnesota Asbestos Abatement Act, Minnesota Statutes sections 326.70 to 326.81, in accordance with rules prescribed by the Commissioner of Health related to asbestos abatement and asbestos management activity, and meeting the federal Asbestos Hazard Emergency Response Act (“AHERA”) standards for asbestos. (3) For petroleum contamination, the cost of implementing a corrective action plan for the Site approved by the Minnesota PollutionControl Agency under Minnesota Statutes chapter 115C. (4) For lead abatement, the cost of lead abatement work performed by certified contractors consistent with all applicable federal and state laws, rules and standards governing lead abatement or regulated lead work on residential or commercial properties. (b) Commenced. For the purposes of Sections 2.08 and 5.03, “commenced” means significant physical improvements have occurred in furtherance of the Project (e.g., a foundation is being constructed or other tangible work on a structure has been initiated). In the absence of significant physical improvements, visible staking, engineering, land surveying, soil testing, cleanup site investigation, or pollution cleanup activities are not evidence of Project commencement for the purposes of this Agreement. (c) Council Action. “Council Action” means the action or decision of the governing body of the Metropolitan Council, on the meeting date identified at Page 1 of this Agreement, by which the Grantee was awarded Tax Base Revitalization Account grant funds. (d) Development Authority. “Development Authority” means a statutory or home rule charter city, housing and redevelopment authority, an economic development authority, or a port authority in the “metropolitan area” as defined by Minnesota Statutes section 473.121, subdivision 2. (e) Municipality. “Municipality” means a statutory or home rule charter city or town participating in the Local Housing Incentives Program under Minnesota Statutes section 473.254, or a county in the metropolitan area as defined by Minnesota Statutes section 473.121, subdivision 2. (f) Participating Municipality. “Participating Municipality” means a statutory or home rule charter city or town that has elected to participate in the Local Housing Incentive Account program and Page 2 of 14 Pages SG-19905 rev. 12/28/2023 Council Packet Page Number 119 of 336 G4, Attachment 2 TAX BASE REVITALIZATION ACCOUNT CONTAMINATION CLEANUP GRANT PROGRAM negotiated affordable and life-cycle housing goals for the Municipality pursuant to Minnesota Statutes section 473.254. (g) Project. Unless clearly indicated otherwise by the context of a specific provision of this Agreement, “Project” means the development or redevelopment project identified in the applicationfor Tax Base Revitalization Account funds for which grant funds were requested. Grant-funded activities typically are components of the Project. (h) Project Costs. “Project Costs” means all costs as defined in Minnesota Statutes section116J.552, subdivision 7. (i) Site. “Site” means the polluted land proposed by the Grantee to be cleaned up and located both within the metropolitan area and within a Participating Municipality. II. GRANT FUNDS 2.01. Source of Funds. The grant funds made available to the Grantee under this Agreement are from the Tax Base Revitalization Account of the Metropolitan Livable Communities Fund. The grant funds are derived from the area-wide tax imposed under Minnesota Statutes chapter 473F and are not from State or federal sources. 2.02. Grant Amount. The Council will grant to the Grantee the “Grant Amount” identified at Page 1 of this Agreement. The Council’s obligation to reimburse the Grantee for eligible grant- funded expenditures shall not exceed the Grant Amount. Notwithstanding any other provision of this Agreement, the Grantee understands and agrees that any reduction or termination of Tax Base Revitalization Account funds made available to the Council may result in a like reduction in the Grant Amount made available to the Grantee. 2.03. Authorized Use of Grant Funds. The Grant Amount made available to the Grantee under this Agreement shall be used only for Cleanup Costs for the cleanup of the Site described in the application for Tax Base Revitalization Account funds. A Project Summary that identifies eligible uses of the grant funds as approved by the Council is attached to and incorporated into this Agreement as Attachment A. Aerial photography or drawings that identify the specific location(s) within the Project boundaries or the Site(s) for which cleanup grant funds must be used is attached to and incorporated into this Agreement as Attachment B. Grant funds must be used for cleanup of the Site which must be located in a Participating Municipality. If consistent with the application and subject to the limitations in Minnesota Statutes section 116J.556, the Grantee may use the grant funds to provide a portion of the local match requirement for Project Costs that qualify for a grant under Minnesota Statutes sections 116J.551 to 116J.557. 2.04. Ineligible Uses. Grant funds must be used for costs directly associated with the specific proposed Project activities for which the grant funds were awarded and shall not be used for “soft costs” such as: administrative overhead; travel expenses; legal fees; insurance; bonds; permits, licenses or authorization fees; costs associated with preparing grant proposals or applications; operating expenses; planning costs, including comprehensive planning costs; and prorated lease and salary costs. Grant funds may not be used for costs of Project activities that occurred prior to the Council Action, unless the pre-award costs were for: Page 3 of 14 Pages SG-19905 rev. 12/28/2023 Council Packet Page Number 120 of 336 G4, Attachment 2 TAX BASE REVITALIZATION ACCOUNT CONTAMINATION CLEANUP GRANT PROGRAM (a) Site investigation work that occurred within 180 days of the Funding Cycle application due date and is identified as a grant-funded activity in Attachment A; or (b) Project cleanup activities that occurred within 180 days of the Funding Cycle application due date that were expressly approved by the Council Action and are described or identified in Attachments A and B. A detailed list of ineligible and eligible costs is available from the Council’s Livable Communities program office. Grant funds also shall not be used by the Grantee or others to supplant or replace: (a) grant or loan funds obtained for the Project from other sources; or (b) Grantee contributions to the Project, including financial assistance, real property or other resources of the Grantee; or (c) funding or budgetary commitments made by the Grantee or others prior to the Council Action, unless specifically authorized in Attachment A. The Council shall bear no responsibility for cost overruns which may be incurred by the Grantee or others in the implementation or performance of the Project activities. The Grantee agrees to comply with any “business subsidy” requirements of Minnesota Statutes sections 116J.993 to 116J.995 that apply to the Grantee’s expenditures or uses of the grant funds. 2.05. Loans for Low-Income Housing Tax Credit Projects. If consistent with the application and the Project activities described in Attachment A or if requested in writing by the Grantee, the Grantee may structure the grant assistance to the Project as a loan so the Project Owner can take advantage of federal and state low-income housing tax credit programs. The Grantee may use the grant funds as a loan for a low-income housing tax credit Project, subject to the terms and conditions stated in Sections 2.03 and 2.04 and the following additional terms and conditions: (a) The Grantee covenants and represents to the Council that the Project is a rental housing project that received or will receive an award of low-income housing tax credits under section 42 of the Internal Revenue Code of 1986, as amended, and the low-income housing tax credit program administered by the Minnesota Housing Finance Agency or a program administered by the Minneapolis/Saint Paul Housing Finance Board or another designated housing credit agency that sub-allocates low-income housing tax credits in the metropolitan area. (b) The Grantee will execute a loan agreement with the Project Owner. Prior to disbursing any grant funds for the Project, the Grantee will provide to the Council a copy of the loan agreement between the Grantee and the Project Owner. (c) The Grantee will submit annual written reports to the Council that certify: (1) the grant funds continue to be used for the Project for which the grant funds were awarded; and (2) the Project is a “qualified low-income housing project” under section 42 of the Internal Revenue Code of 1986, as amended. This annual reporting requirement is in addition to the reporting requirements stated in Section 3.03. Notwithstanding the Expiration Date identified at Page 1 of this Agreement and referenced in Section 5.01, the Grantee will submit the annual certification reports during the initial “compliance period” and any “extended use period,” or until such time as the Council terminates this annual reporting requirement by written notice to the Grantee. (d) The grant funds made available to the Grantee and disbursed to the Project Owner by the Grantee in the form of a loan may be used only for the grant-eligible activities and Project Page 4 of 14 Pages SG-19905 rev. 12/28/2023 Council Packet Page Number 121 of 336 G4, Attachment 2 TAX BASE REVITALIZATION ACCOUNT CONTAMINATION CLEANUP GRANT PROGRAM components for which the Grantee was awarded the grant funds. For the purposes of this Agreement, the term “Project Owner” means the current Project Owner and any Project Owner successor(s). (e) Pursuant to Section 2.04, the grant funds made available to the Grantee and disbursed to the Project Owner in the form of a loan shall not be used by the Grantee, the Project Owner or others to supplant or replace: (1) grant or loan funds obtained for the Project from other sources; or (2) Grantee contributions to the Project, including financial assistance, real property or other resources of the Grantee; or (3) funding or budgetary commitments made by the Grantee or others prior to the Council Action, unless specifically authorized in Attachment A. The Council will not make the grant funds available to the Grantee in a lump sum payment, but will disburse the grant funds to the Grantee on a reimbursement basis pursuant to Section 2.10. (f) By executing this Agreement, the Grantee: (1)acknowledges that the Council expects the loan will be repaid so the grant funds may be used to help fund other activities consistent with the requirements of the Metropolitan Livable Communities Act; (2) covenants, represents and warrants to the Council that the Grantee’s loan to the Project Owner will meet all applicable low- income housing tax credit program requirements under section 42 of the Internal Revenue Code of 1986, as amended (the “Code”), and the low-income housing tax credit program administered by the Minnesota Housing Finance Agency or a program administered by the Minneapolis/Saint Paul Housing Finance Board or another designated housing credit agency that sub-allocates low-income housing tax credits in the metropolitan area; and (3) agrees to administer its loan to the Project Owner consistent with federal and state low-income housing tax credit program requirements. (g) The Grantee will, at its own expense, use diligent efforts to recover loan proceeds: (1) when the Project Owner becomes obligated to repay the Grantee’s loan or defaults on the Grantee’s loan; (2) when the initial thirty-year “compliance period” expires, unless the Council agrees in writing that the Grantee may make the grant funds available as a loan to the Project Owner for an “extended use period”; and (3) if noncompliance with low-income housing tax credit program requirements or some other event triggers the Project Owner’s repayment obligations under its loan agreement with the Grantee. The Grantee must repay to the Council all loan repayment amounts the Grantee receives from the Project Owner. The Grantee shall not be obligated to repay the grant funds to the Council except to the extent the Project Owner repays its loan to the Grantee, provided the Grantee has exercised the reasonable degree of diligence and used administrative and legal remedies a reasonable and prudent housing finance agency would use to obtain payment on a loan, taking into consideration (if applicable) the subordinated nature of the loan. At its discretion, the Council may: (1) permit the Grantee to use the loan repayment from the Project Owner to continue supporting affordable housing components of the Project; or (2) require the Grantee to remit the grant funds to the Council. (h) If the Grantee earns any interest or other income from its loan agreement with the Project Owner, the Grantee will: (1) use the interest earnings or income only for the purposes of implementing the Project activities for which the grant was awarded; or (2) remit the interest earnings or income to the Council. The Grantee is not obligated to earn any interest or other income from its loan agreement with the Project Owner, except to the extent required by any applicable law. Page 5 of 14 Pages SG-19905 rev. 12/28/2023 Council Packet Page Number 122 of 336 G4, Attachment 2 TAX BASE REVITALIZATION ACCOUNT CONTAMINATION CLEANUP GRANT PROGRAM 2.06. Deferred Loans. If consistent with the application and the Project Summary, the Grantee may use the grant funds to make deferred loans (loans made without interest or periodic payments) for the purposes of implementing the Project activities described or identified in Attachments A and B. The Grantee will submit annual written reports to the Council that report on the uses of the grant funds. The form and content of the report will be determined by the Council. This annual reporting requirement is in addition to the reporting requirements stated in Section 3.03. Notwithstanding the Expiration Date identified at Page 1 of this Agreement and referenced in Section 5.01, the Grantee will submit the annual reports until the deferred loan is repaid, or until such time as the Council terminates this annual reporting requirement by written notice from the Council. At its discretion, the Council may: (a) permit the Grantee to use loan repayments to continue supporting affordable housing components of the Project; or (b) require the Grantee to remit the grant funds to the Council. 2.07. Restrictions on Loans or Grants by Subgrantees. The Grantee shall not permit any subgrantee, subrecipient, or contractor to use the grant funds for loans or grants to any subrecipient at any tier unless the Grantee obtains the prior written consent of the Council. The requirements of this Section 2.07 shall be included in all subgrants, subrecipient agreements, and contracts. 2.08. Project Commencement andChanges. The Project for which grant funds were requested must be “commenced” prior to the Expiration Date. The Grantee must promptly inform the Council in writing of any significant changes to the Project for which the grant funds were awarded, as well as any potential changes to grant-funded activities described or identified in Attachments A and B. Failure to inform the Council of any significant changes to the Project or significant changes to grant- funded components of the Project, and use of grant funds for ineligible or unauthorized purposes, will jeopardize the Grantee’s eligibility for future LCA awards. Grant funds will not be disbursed prior to Council approval of significant changes to either the Project or grant-funded activities described or identified in Attachments A and B. 2.09. Loss of Grant Funds. The Grantee agrees to remit to the Council in a prompt manner: any unspent grant funds, including any grant funds that are not expended prior to the Expiration Date identified at Page 1 of this Agreement; any grant funds that are not used for the authorized purposes; and any interest earnings described in Section 2.11 that are not used for the purposes of implementing the grant-funded Project activities described or identified in Attachments A and B. For the purposes of this Agreement, grant funds are “expended” prior to the Expiration Date if the Grantee pays or is obligated to pay for expenses of eligible grant-funded Project activities that occurred prior to the Expiration Date and the eligible expenses were incurred prior to the Expiration Date. Unspent or unused grant funds and other funds remitted to the Council shall revert to the Council’s Tax Base Revitalization Account for distribution through application processes in future Funding Cycles or as otherwise permitted by law. 2.10. Payment Request Forms, Documentation, and Disbursements. The Council will disburse grant funds in response to paymentrequests submitted by the Grantee through the Council’s online grant management system and reviewed and approved by the Council’s Authorized Agent. Payment requests shall be made using payment request forms, the form and content of which will be determined by the Council. Payment request and other reporting forms will be provided to the Grantee by the Council.The Council will disburse grant funds on a reimbursement basis or a “cost incurred” basis. To obtain reimbursement under this Agreement, the Grantee shall provide the Council with evidence Page 6 of 14 Pages SG-19905 rev. 12/28/2023 Council Packet Page Number 123 of 336 G4, Attachment 2 TAX BASE REVITALIZATION ACCOUNT CONTAMINATION CLEANUP GRANT PROGRAM that eligible grant-funded activities, (or a portion thereof) for which reimbursement is requested, have been satisfactorily completed. The Grantee shall describe the grant-eligible activities for which reimbursement is requested and shall provide sufficient documentation of grant-eligible expenditures, invoices and payment documents, and such other information as the Council reasonably requests. The Council will make the final determination whether the expenditures are eligible for reimbursement under this Agreement, and verify the total amount requested from the Council. Reimbursement of any cost does not constitute a waiver by the Council of any Grantee noncompliance with this Agreement. Payment requests must also include the following documentation: (a) Contaminated fill disposal documentation (showing unit rates, one manifest per truck per load, and weight/load tickets); and (b) A spreadsheet matching manifest, load tickets and final weights. (c) Consultant/contractor invoices showing the time period covered by the invoice; the specific grant-funded Project activities conducted or completed during the authorized time period within which eligible costs may be incurred; and documentation supporting expenses including subcontractor and consultant invoices showing unit rates and quantities. Subcontractor markups shall not exceed ten percent (10%). The Council shall disburse grant funds for all grant-eligible expenditures within thirty-five (35) days of the receipt of satisfactory documentation from the Grantee. NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 2.10, THE COUNCIL WILL NOT DISBURSE ANY GRANT FUNDS TO THE GRANTEE UNLESS THE PARTICIPATING MUNICIPALITY HAS ADOPTED A FAIR HOUSING POLICY AS REQUIRED BY SECTION 6.04. 2.11. Interest Earnings. If the Grantee earns any interest or other income from the grant funds received from the Council under this Agreement, the Grantee will use the interest earnings or income only for the purposes of implementing the Project activities described or identified in Attachments A and B. 2.12. Effect of Grant. Issuance of this grant neither implies any Council responsibility for the contamination at the Site nor imposes any obligation on the Council to participate in the cleanup of the Site contamination or in the Cleanup Costs beyond the Grant Amount of this Agreement. By awarding grant funds to the Grantee for the Project and executing this Agreement, the Council assumes no responsibility for: (a) any damage to persons, property, or the environment caused by Site cleanup activities or implementation of the Project; or (b) determining whether intended uses of the Site identified in the grant application or potential future uses of the Site, including any residential uses, are suitable for the Site. III. ACCOUNTING, AUDIT AND REPORT REQUIREMENTS 3.01. Accounting and Records. The Grantee agrees to establish and maintain accurate and complete accounts and records relating to the receipt and expenditure of all grant funds received from the Council. Notwithstanding the expiration and termination provisions of Sections 5.01 and 5.02, such accounts and records shall be kept and maintained by the Grantee for a period of six (6) years following the completion of the Project activities described or identified in Attachments A and B or Page 7 of 14 Pages SG-19905 rev. 12/28/2023 Council Packet Page Number 124 of 336 G4, Attachment 2 TAX BASE REVITALIZATION ACCOUNT CONTAMINATION CLEANUP GRANT PROGRAM six (6) years following the expenditure of the grant funds, whichever occurs earlier. Accounting methods shall be in accordance with generally accepted accounting principles. 3.02. Audits. The above accounts and records of the Grantee shall be audited in the same manner as all other accounts and records of the Grantee are audited and may be audited or inspected on the Grantee’s premises or otherwise by individuals or organizations designated and authorized by the Council at any time, following reasonable notification to the Grantee, for a period of six (6)years following the completion of the Project activities or six (6) years following the expenditure of the grant funds, whichever occurs earlier. Pursuant to Minnesota Statutes section 16C.05, subdivision 5, the books, records, documents and accounting procedures and practices of the Grantee that are relevant to this Agreement are subject to examination by the Council and either the Legislative Auditor or the State Auditor, as appropriate, for a minimum of six (6) years. 3.03. Report Requirements. The Grantee will report to the Council written progress reports on a semi-annual basis by January 31 (for the period July 1 through December 31) and July 31 (for the period January 1 through June 30) of each calendar year during the term of this Agreement. The Grantee reports shall describe the status of the Project activities described or identified in Attachments A and B. The report shall also describe the projected spending for the current reporting period and projected spending for future reporting periods. The Grantee must complete and submit to the Council a Final Report before the final disbursement of grant funds will be approved. The form and content of the progress reports and the Final Report will be determined by the Council. In addition to the required status reports and the Final Report, the Grantee must submit to the Council by April 15 of the year following the expiration of this Agreement and by April 15 of each of the succeeding three (3) years, an annual written report that includes information about redevelopment activities, net tax capacity of the Site, and jobs resulting from Site cleanup. The form and content of the annual written report will be determined by the Council. The reporting requirements of Sections 3.03 and 3.04 shall survive the expiration or termination of this Agreement. 3.04. Certificate of Completion. Upon completion of the Site cleanup, the Grantee will provide to the Council: (a) For hazardous waste or substance contamination, a copy of a certificate of completion for the Site issued by the Minnesota Pollution Control Agency pursuant to Minnesota Statutes section 115B.175, or a letter from the Agency indicating that the approved voluntary response action plan for the Site has been implemented to the satisfaction of the Agency and that the Agency is issuing a determination that no further action is required under Minnesota Statutes sections 115B.01 to 115B.08 to address the identified release; or (b) For asbestos contamination, either: (1) a copy of a statement from the Grantee’s licensed asbestos abatement contractor that the project-specific asbestos project plan and asbestos-related work for the Site have been completed in accordance with the rules of the Minnesota Department of Health; or (2) a final asbestos abatement implementation report that shows the project-specific asbestos project plan and asbestos-related work for the Site have been completed in accordance with the rules of the Minnesota Department of Health; or (c) For petroleum contamination, a copy of a site closure letter issued by the Minnesota Pollution Control Agency pursuant to Minnesota Statutes chapter 115C; or Page 8 of 14 Pages SG-19905 rev. 12/28/2023 Council Packet Page Number 125 of 336 G4, Attachment 2 TAX BASE REVITALIZATION ACCOUNT CONTAMINATION CLEANUP GRANT PROGRAM (d)For lead abatement or regulated lead work: (1) a copy of the contractor firm certification to conduct lead-based paint activities in residential or child-occupied facilities per Code of Federal Regulations, title 40, section 745.89 and Minnesota Statutes section 144.9505; and (2) a statement or other documentation from the certified contractor that the lead abatement or regulated work at the Site has been completed in accordance with applicable provisions of Code of Federal Regulations, title 40, part 745 and state laws, rules and standards governing lead abatement according to the Lead Poisoning Prevention Act, Minnesota Statutes sections 144.9501 to 144.9512 and Minnesota Rules parts 4761.2000 to 4761.2700. IV. RECOVERY AND REPAYMENT 4.01. Recovery of Funds. If the Grantee recovers funds pursuant to an action under Minnesota Statutes section 115B.04, or other law, to recover the reasonable and necessary Project Costs incurred to clean up the Site, the Grantee shall repay to the Council that portion of the grant as provided in Section 4.04. 4.02. Assignment of Rights. Upon request of the Council, the Grantee shall assign to the Council the Grantee’s right to recover the funds described in Section 4.01, shall prepare and submit a certification of the Project Costs incurred, and shall cooperate in any cost recovery action brought by the Council. 4.03. Expenses of Recovery. The reasonable litigation expenses or other costs of legal or technical assistance incurred by the Grantee, the Council, or both, may be deducted from recovery obtained in accordance with Sections 4.01 or 4.02 and reimbursed to the entity incurring such costs before proceeds of the recovery are distributed in accordance with Section 4.04. 4.04. Reimbursement. Subject to the deduction provided in Section 4.03, amounts recovered either by the Grantee or the Council from responsible persons and all other amounts otherwise received by the Grantee or the Council for cleanup of the Site shall be used to reimburse the Grantee, the Council, or any other nonresponsible party who contributed funds for cleanup of the Site in proportion to their respective payments for response costs. 4.05. Survival of Recovery and Repayment Provisions. The provisions of Sections 4.01 through 4.04 shall survive the expiration or termination of this Agreement. V. AGREEMENT TERM 5.01. Term and Close Out. This Agreement is effective upon execution of this Agreement by the Council. Unless terminated pursuant to Section5.02, this Agreement expires on the Expiration Date identified at Page 1 of this Agreement. Failure of the Grantee to timely execute this Agreement does not extend the Expiration Date. The Grantee has 120 calendar days after the Expiration Date to provide documentation and information necessary to close out this Agreement and receive disbursements for eligible grant-funded Project activities as prescribed in Section 2.03. If the Grantee fails to provide necessary documentation and information during this 120-day close out period, the Grantee shall not be eligible to receive any unpaid grant funds and the Council will not disburse any unpaid grant funds to the Grantee. This 120-day close out period does not extend any Grantee reporting deadlines established in this Agreement or authorize the Grantee to expend or commit any grant funds after the Expiration Date. Page 9 of 14 Pages SG-19905 rev. 12/28/2023 Council Packet Page Number 126 of 336 G4, Attachment 2 TAX BASE REVITALIZATION ACCOUNT CONTAMINATION CLEANUP GRANT PROGRAM 5.02. Termination. This Agreement may be terminated by the Council for cause at any time upon fourteen (14)calendar days’ written notice to the Grantee. Cause shall mean a material breach of this Agreement and any amendments of this Agreement. If this Agreement is terminated prior to the Expiration Date, the Grantee shall receive payment on a pro rata basis for eligible Project activities described or identified in Attachments A and B that have been completed prior to the termination. Termination of this Agreement does not alter the Council’s authority to recover grant funds on the basis of a later audit or other review, and does not alter the Grantee’s obligation to return any grant funds due to the Council as a result of later audits or corrections. If the Council determines the Grantee has failed to comply with the terms and conditions of this Agreement and the applicable provisions of the Metropolitan Livable Communities Act, the Council may take any action to protect the Council’s interests and may refuse to disburse additional grant funds and may require the Grantee to return all or part of the grant funds already disbursed. 5.03. Amendments and Extension. The Council and the Grantee may amend this Agreement by mutual agreement. Amendments or an extension of this Agreement shall be effective only on the execution of written amendments signed by authorized representatives of the Council and the Grantee. If the Grantee needs a change to the Project, additional time within which to complete the grant-funded activities and commence the Project, a change in the budget, or a change in grant-funded activities the Grantee must submit to the Council AT LEAST NINETY (90) CALENDAR DAYS PRIOR TO THE EXPIRATION DATE, a complete, written amendmentrequest. All requirements must be met for a request to be considered complete.THE EXPIRATION DATE MAY BE EXTENDED, BUT THE PERIOD OF ANY EXTENSION(S) SHALL NOT EXCEED TWO (2) YEARS BEYOND THE ORIGINAL EXPIRATION DATE IDENTIFIED AT PAGE 1 OF THIS AGREEMENT. VI. AFFORDABILITY; AFFIRMATIVE FAIR HOUSING 6.01. Affordability Term. If the Project for which the grant funds were awarded includes affordable housing units, the Grantee shall, through written instruments or otherwise, ensure the affordable units will remain affordable for a minimum period of fifteen (15) years. The Grantee’s obligation under this section may be satisfied if other Project funding sources (e.g., the Minnesota Housing Finance Agency or HUD) or state or federal laws (e.g., low-income housing tax credit programs) require an affordability term of at least fifteen (15) years. For the purposes of this section, “affordable housing unit” means a unit that is affordable to households at 60 percent or less of the Area Median Income (“AMI”), as established by HUD, unless the Grantee’s application stated an affordability standard lower than 60 percent of AMI, in which case the Grantee’s lower affordability standard shall apply. The affordability requirements of this section shall survive the expiration or termination of this Agreement. 6.02. Affirmative Fair Housing Marketing Plans. If the Project for which the grant funds were awarded is a housing project, or includes housing units (whether market rate or affordable), the Grantee shall, through written instruments or otherwise, ensure the Project owner (and any subsequent owner(s)) adopts and implements an affirmative fair housing marketing plan for Project housing units. For the purposes of this section, “affirmative fair housing marketing plan” means an affirmative fair housing marketing plan that substantially conforms to affirmative fair housing marketing plans published by the U.S. Department of Housing and Urban Development (“HUD”) or sample affirmative fair housing marketing plans published by the Minnesota Housing Finance Agency. The affirmative fair housing marketing plan requirement under this section shall continue for the Page 10 of 14 Pages SG-19905 rev. 12/28/2023 Council Packet Page Number 127 of 336 G4, Attachment 2 TAX BASE REVITALIZATION ACCOUNT CONTAMINATION CLEANUP GRANT PROGRAM minimum affordability term specified in Section 6.01 and shall survive the expiration or termination of this Agreement. 6.03. Section 8 Housing Choice Vouchers. If the Project is a housing project, or includes housing units (whether market rate or affordable) and the Grantee stated in its application that the Project housing units would be made available to households participating in the federal Housing Choice Voucher program, the Grantee shall, through written instruments or otherwise, ensure the Project owner (and any subsequent owner(s)) adopts and implements a policy under which the Project owner will not refuse to lease Project units to households or individuals participating in the Housing Choice Voucher program because those households or individuals are Housing Choice Voucher program participants. The Housing Choice Voucher requirement under this section shall continue for the minimum affordability term specified in Section 6.01 and shall survive the expiration or termination of this Agreement. 6.04. Fair Housing Policy. If the Project will include a housing component, the Grantee (or Participating Municipality) must adopt a Fair Housing Policy. For the purposes of this section, the term “Fair Housing Policy” means a written statement regarding the Grantee’s (or Participating Municipality’s) commitment to fair housing that contains at least the following elements: a purpose statement; procedures for complaint identification and referral; a designated fair housing officer; and an outline of the internal and external actions the Grantee will undertake to advance fair housing. A best practices guide, as well as a copy of a model local fair housing policy is available at: https://metrocouncil.org/Handbook/Files/Resources/Best-Practices/Fair-Housing-Policy-Guide.aspx VII. GENERAL PROVISIONS 7.01. Equal Opportunity. The Grantee agrees it will not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, gender identity marital status, status with regard to public assistance, familial status, membership or activity in a local civil rights commission, disability, sexual orientation or age and will take affirmative action to ensure applicants and employees are treated equally with respect to all aspects of employment, rates of pay and other forms of compensation, and selection for training. 7.02. Conflict of Interest. The members, officers and employees of the Grantee shall comply with all applicable state statutory and regulatory conflict of interest laws and provisions. 7.03. Liability. Subject to the limitations provided in Minnesota Statutes chapter 466, to the fullest extent permitted by law, the Grantee shall defend, indemnify and hold harmless the Council and its members, employees and agents from and against all claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from the conduct or implementation of the Project activities funded by this grant, except to the extent the claims, damages, losses and expenses arise from the Council’s own negligence. Claims included in this indemnification include, without limitation, any claims asserted pursuant to the Minnesota Environmental Response and Liability Act (MERLA), Minnesota Statutes chapter 115B, the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) as amended, United States Code, title 42, sections 9601 et seq., and the federal Resource Conservation and Recovery Act of 1976 (RCRA) as amended, United States Code, title 42, sections 6901 et seq. This obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which Page 11 of 14 Pages SG-19905 rev. 12/28/2023 Council Packet Page Number 128 of 336 G4, Attachment 2 TAX BASE REVITALIZATION ACCOUNT CONTAMINATION CLEANUP GRANT PROGRAM otherwise would exist between the Council and the Grantee. The provisions of this section shall survive the expiration or termination of this Agreement. This indemnification shall not be construed as a waiver on the part of either the Grantee or the Council of any immunities or limits on liability provided by Minnesota Statutes chapter 466 or other applicable state or federal law. 7.04. Acknowledgments and Signage. The Grantee will acknowledge the financial assistance provided by the Council in promotional materials, press releases, reports and publications relating to the Project. The acknowledgment will contain the following or comparable language: Financing for this project was provided by the Metropolitan Council Metropolitan Livable Communities Fund. Until the Project is completed, the Grantee shall ensure the above acknowledgment language, or alternative language approved by the Council’s Authorized Agent, is included on all signs (if any) located at Project or construction sites that identify Project funding partners or entities providing financial support for the Project. The acknowledgments and signage should refer to the “Metropolitan Council” (not “Met Council” or “Metro Council”). 7.05. Permits, Bonds, and Approvals. The Council assumes no responsibility for obtaining any applicable local, state or federal licenses, permits, bonds, authorizations or approvals necessary to perform or complete the Project activities described or identified in Attachments A and B. The Grantee and its developer(s), if any, must comply with all applicable licensing, permitting, bonding, authorization, and approval requirements of federal, state and local governmental and regulatory agencies, including conservation districts. 7.06. Subgrantees, Contractors, and Subcontractors. The Grantee shall include in any subgrant, contract, or subcontract for Project activities appropriate provisions to ensure subgrantee, contractor, and subcontractor compliance with all applicable state and federal laws and this Agreement. Along with such provisions, the Grantee shall require that contractors and subcontractors performing work covered by this grant obtain all required permits, licenses and certifications, and comply with all applicable state and federal Occupational Safety and Health Act regulations, especially the federal Hazardous Waste Operations and Emergency Response standards under Code of Federal Regulations, title 29, sections 1910.120 and 1926.65. If the Project for which the grants were awarded includes affordable units, the Grantee’s subgrant agreement(s) shall expressly include the applicable affordability and affirmative fair housing requirements of Sections 6.01, 6.02, and 6.03. 7.07. Stormwater Discharge and Water Management Plan Requirements. If any grant funds are used for urban site redevelopment, the Grantee shall at such redevelopment site meet or require to be met all applicable requirements of: (a) Federal and state laws relating to stormwater discharges including, without limitation, any applicable requirements of Code of Federal Regulations, title 40, parts 122 and 123; and (b) The Council’s 2040 Water Resources Policy Plan and the local water management plan for the jurisdiction within which the redevelopment site is located. 7.08. Authorized Agent. Payment request forms, written reports and correspondence submitted to the Council pursuant to this Agreement shall be directed to the Authorized Agent named below Page 12 of 14 Pages SG-19905 rev. 12/28/2023 Council Packet Page Number 129 of 336 G4, Attachment 2 TAX BASE REVITALIZATION ACCOUNT CONTAMINATION CLEANUP GRANT PROGRAM or their successor through the Council’s online grants administration portal or to the below contact information: Attn: Samuel F. Johnson Metropolitan Council CD & MTS Finance and Administration 390 Robert Street North Saint Paul, Minnesota 55101-1805 samuel.johnson@metc.state.mn.us 7.09. Non-Assignment. Minnesota Statutes section 473.252, subdivision 3, requires the Council to distribute grant funds to eligible “municipalities,” metropolitan-area counties or “development authorities” for projects in municipalities participating in the Local Housing Incentives Account program. Accordingly, this Agreement is not assignable and shall not be assigned by the Grantee. 7.10. Authorization to Reproduce Images. The Grantee certifies that the Grantee: (a) is the owner of any renderings, images, perspectives, sections, diagrams, photographs or other copyrightable materials (collectively, “copyrightable materials”) that are in the Grantee’s application, or are submitted to the Council as part of the grant application renew process or after grand award, or that the Grantee is fully authorized to grant permissions regarding the copyrightable materials; and (b) the copyrightable materials do not infringe upon the copyrights of others. The Grantee agrees the Council has a nonexclusive royalty-free license and all necessary permissions to reproduce and publish the copyrightable materials for noncommercial purposes, including but not limited to press releases, presentations, reports, and on the internet. The Grantee also agrees the Grantee will not hold the Council responsible for the unauthorized use of the copyrightable materials by third parties. 7.11. Warranty of Legal Capacity. The individuals signing this Agreement on behalf of the Grantee and on behalf of the Council represent and warrant on the Grantee’s and the Council’s behalf respectively that the individuals are duly authorized to execute this Agreement on the Grantee’s and the Council’s behalf respectively and that this Agreement constitutes the Grantee’s and the Council’s valid, binding, and enforceable agreements. 7.12. Counterparts. This Agreement may be executed in counterpart, each of which counterpart constitutes an original, but both of which together constitute one instrument. 7.13. Electronic Signatures. The electronic signatures of the Council’s and the Grantee’s authorized representatives shall be valid as an original signature of the authorized representatives and shall be effective to bind the Council and the Grantee under this Agreement. This Agreement containing, or to which there is affixed, an electronic signature shall be deemed to: (a) be “written” or “in writing”; (b) have been signed; and (c) constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. “Electronic signature” also means a manually signed original signature that is then transmitted by any electronic means, including without limitation a faxed version of an original signature or an electronically scanned and transmitted version (e.g., via PDF) of an original signature. The Council’s or the Grantee’s failure to produce the original signature of any electronically transmitted signature shall not affect the enforceability of this Agreement. Page 13 of 14 Pages SG-19905 rev. 12/28/2023 Council Packet Page Number 130 of 336 G4, Attachment 2 TAX BASE REVITALIZATION ACCOUNT CONTAMINATION CLEANUP GRANT PROGRAM IN WITNESS WHEREOF, the Grantee and the Council have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective on the date of final execution by the Council. CITY OF MAPLEWOOD METROPOLITAN COUNCIL By: ________________________________ By: ___________________________________ LisaBeth Barajas, Executive Director, Title: ______________________________ Community Development Date: ______________________________ Date: _________________________________ By: ________________________________ Title: ______________________________ Date: ______________________________ Approved as to form: ___________________________________ Page 14 of 14 Pages SG-19905 rev. 12/28/2023 Council Packet Page Number 131 of 336 G4, Attachment 2 ATTACHMENT A PROJECT SUMMARY This attachment comprises this page and the succeeding page(s) which contain(s) a summary of the Project identified in the application for Tax Base Revitalization Account grant funds submitted in response to the Council’s notice of availability of Tax Base Revitalization Account grant funds for the Funding Cycle identified at Page 1 of this Agreement. The summary reflects the proposed Project for which the Grantee was awarded grant funds by the Council Action, and may reflect changes in Project funding sources, changes in funding amounts, or minor changes in the proposed Project that occurred subsequent to application submission. The application is incorporated into this Agreement by reference and is made a part of this Agreement as follows. If the application or any provision in the application conflicts with or is inconsistent with the Council Action, other provisions of this Agreement, or the Project Summary contained in this Attachment A, the terms, descriptions and dollar amounts reflected in the Council Action or contained in this Agreement and the Project Summary shall prevail. For the purposes of resolving conflicts or inconsistencies, the order of precedence is: (1) the Council Action; (2) this Agreement; (3) the Project Summary and Cleanup Site Locations; and (4) the grant application. Council Packet Page Number 132 of 336 G4, Attachment 2 Project Summary Grant #SG-19905 Grant Type Contamination Cleanup Applicant City of Maplewood Project Name Gladstone Crossing Project Location 1375 Frost Avenue East Council District 13 – Chai Lee Project Detail The 1.6-acre site currently includes a vacant building previously Contaminant history used as a church, school, caterer, and a furniture store. The property includes a prior closed leak site. Contaminants of concern include polycyclic aromatic hydrocarbons (PAHs) in the shallow soil and benzene in the soil vapor. Redevelopment project to Expected benefits include the construction of 40 affordable start construction by the apartments. end of the grant term Jobs (FTEs) 5 Net tax capacity increase $28,053 Acres cleaned 1.6 Total housing units 40 Affordable units 40 (20 at 30% Area Median Income (AMI) or below; 3 at 31%- 50% AMI ; 17 at 51%-60% AMI) Funding Awarded amount $196,100 Funding partner requests $58,765 Ramsey County Previous LCA funding $1M LCDA TOD in 2022; $500,000 LHIAin Dec 2023. Use of Funds Amount Uses to be completed by the end of the grant term $196,100.00For environmental investigation, asbestos abatement, contaminated soil transport and disposal, and related environmental oversight. CommentsInvestigation costs must be incurred no earlier than 180 days of the date of grant application to be eligible for grant reimbursement. Soil vapor mitigation, dewatering and environmental covenant(s) are not eligible for grant reimbursement. Council Packet Page Number 133 of 336 G4, Attachment 2 ATTACHMENT B CLEANUP SITE LOCATION(S) This attachment comprises this page and the succeeding page(s) which contain aerial photography or drawings that identify the specific location(s) within the Project boundaries or the Site(s) for which the Grantee must use the grant funds. The attached photography or drawings also may identify the types of eligible cleanup activities for which the grant funds must be used at specific locations within the Project boundaries or within the Site(s). Council Packet Page Number 134 of 336 G4, Attachment 2 Cleanup Site Location(s) Council Packet Page Number 135 of 336 G4, Attachment 3 LOCAL HOUSING INCENTIVES ACCOUNT GRANTEE:City of MaplewoodGRANT NO.SG-20564 PROJECT: Gladstone Crossing GRANT AMOUNT: $ 500,000.00 FUNDING CYCLE: 2023 COUNCIL ACTION: January 10, 2024EXPIRATION DATE: December 31, 2026 METROPOLITAN LIVABLE COMMUNITIES ACT GRANT AGREEMENT THIS GRANT AGREEMENT (“Agreement”) is made and entered into by the Metropolitan Council (“Council”) and the Municipality or Development Authority identified above as “Grantee.” WHEREAS, Minnesota Statutes section473.251 creates the Metropolitan Livable Communities Fund, the uses of which fund must be consistent with and promote the purposes of the Metropolitan Livable Communities Act (“LCA”) and the policies of the Council’s Metropolitan Development Guide; and WHEREAS, Minnesota Statutes sections 473.251 and 473.254 establish within the Metropolitan Livable Communities Fund a Local Housing Incentives Account and require the Council to annually distribute funds in the account to Participating Municipalities that have not met their affordable and life-cycle housing goals and are actively funding projects designed to help meet the goals, or to Development Authorities for projects located in Participating Municipalities; and WHEREAS, the Grantee is a Municipality that has negotiated affordable and life-cycle housing goals pursuant to Minnesota Statutes section 473.254, subdivision 2, and has elected to participate in the Local Housing Incentives Account program, or is a Development Authority; and WHEREAS, the Grantee seeks funding in connection with an application for Local Housing Incentives Account funds submitted in response to a consolidated Request for Proposals with Minnesota Housing for the “Funding Cycle” identified above and will use the grant funds made available under this Agreement to help fund the “Project” identified in the application; and WHEREAS, the Council awarded Local Housing Incentives Account grant program funds to the Grantee subject to any terms, conditions, and clarifications stated in its Council Action, and with the understanding that the Project identified in the application will proceed to completion in a timely manner, all grant funds will be expended prior to the “Expiration Date” identified above and Project construction will have “commenced” before the Expiration Date. NOW THEREFORE, in reliance on the above statements and in consideration of the mutual promises and covenants contained in this Agreement, the Grantee and the Council agree as follows: I. DEFINITIONS 1.01. Definition of Terms. The terms defined in this section have the meanings given them in this section unless otherwise provided or indicated by the context. Page 1 of 13 Pages SG-20564 rev. 12/28/23 Council Packet Page Number 136 of 336 G4, Attachment 3 LOCAL HOUSING INCENTIVES ACCOUNT (a) Commenced. For the purposes of Sections 2.09 and 5.03, “commenced” means significant physical improvements have occurred in furtherance of the Project (e.g., a foundation is being constructed or other tangible work on a structure has been initiated). In the absence of significant physical improvements, visible staking, engineering, land surveying, soil testing, cleanup site investigation, or pollution cleanup activities are not evidence of Project commencement for the purposes of this Agreement. (b) Council Action. “Council Action”means the action or decision of the governing body of the Metropolitan Council, on the meeting date identified at Page1 of this Agreement, by which the Grantee was awarded Local Housing Incentives Account funds. (c) Development Authority. “Development Authority” means a housing and redevelopment authority, economic development authority, or port authority. (d) Metropolitan Area. “Metropolitan Area” means the seven-county metropolitan areaas defined by Minnesota Statutes section 473.121, subdivision 2. (e) Municipality. “Municipality” means a statutory or home rule charter city or town in the Metropolitan Area. (f) Municipality. “Participating Municipality” means a Municipality electing to participate in the Local Housing Incentives Account program under Minnesota Statutes section 473.254. (g) Project. Unless clearly indicated otherwise by the context of a specific provision of this Agreement, “Project” means the development or redevelopment project identified in the application for Local Housing Incentives Account funds for which grant funds were requested. Grant-funded activities typically are components of the Project. II. GRANT FUNDS 2.01. Source of Funds. The grant funds made available to the Grantee under this Agreement are from the Local Housing Incentives Account of the Metropolitan Livable Communities Fund. The grant funds are derived from property taxes authorized by Minnesota Statutes sections 473.249, 473.253 and 473.254, subdivision 5, and are not from state or federal sources. 2.02 Total Grant Amount. The Council will grant to the Grantee the “Grant Amount” identified at Page 1 of this Agreement. Notwithstanding any other provision of this Agreement, the Grantee understands and agrees that any reduction or termination of Local Housing Incentives Account funds made available to the Council, or any reduction or termination of the dollar-for-dollar match amount required under Section 2.03, may result in a like reduction in the Grant Amount made available to the Grantee. 2.03. Match Requirement. Pursuant to Minnesota Statutes section 473.254, subdivision 6, the Grantee shall match on a dollar-for-dollar basis the total Grant Amount received from the Council under Section 2.02. The source and amount of the dollar-for-dollar match are identified in the Project Summary attached to and incorporated into this Agreement as Attachment A. With prior approval of the Council’s grant administrator the Grantee may change the source of the required match without a Page 2 of 13 Pages SG-20564 rev. 12/28/23 Council Packet Page Number 137 of 336 G4, Attachment 3 LOCAL HOUSING INCENTIVES ACCOUNT formal amendment to this Agreement, provided the change of match source is memorialized in a revised Project Summary. 2.04. Authorized Use of Grant Funds. The Grant Amount made available to the Grantee under this Agreement shall be used only for the purposes and Projectactivities described in the application for Local Housing Incentives Account funds. A Project Summary that identifies eligible uses of the grant funds as approved by the Council is attached to and incorporated into this Agreement as Attachment A. Grant funds must be used for purposes consistent with Minnesota Statutes section 473.25(a), in a Participating Municipality. 2.05. Ineligible Uses. Grant funds must be used for costs directly associated with the Project activities for which the Council awarded grant funds and shall not be used for “soft costs” such as: administrative overhead; travel expenses; legal fees; insurance; bonds; permits, licenses, or authorization fees; costs associated with preparing grant proposals; operating expenses; planning costs, including comprehensive planning costs; and prorated lease and salary costs. Grant funds may not be used for costs of Project activities that occurred prior to the grant award, unless specifically included in the Project Summary or otherwise approved by Council Action. A detailed list of ineligible and eligible costs is available from the Council’s Livable Communities program office. Grant funds also shall not be used by the Grantee or others to supplant or replace: (a) grant or loan funds obtained for the Project from other sources; (b) Grantee contributions to the Project, including financial assistance, real property or other resources of the Grantee; or (c) funding or budgetary commitments made by the Grantee or others prior to the Council Action, unless specifically authorized by the Council. The Council shall bear no responsibility for cost overruns which may be incurred by the Grantee or others in the implementation or performance of the Project activities. The Grantee agrees to comply with any “business subsidy” requirements of Minnesota Statutes sections 116J.993 to 116J.995 that apply to the Grantee’s expenditures or uses of the grant funds. 2.06. Loans for Low-Income Housing Tax Credit Projects. If consistent with the application and the Project activities described or identified in Attachment A, or if requested in writing by the Grantee, the Grantee may structure the grant assistance to the Project as a loan so the Project Owner can take advantage of federal and state low-income housing tax credit programs. The Grantee may use the grant funds as a loan for a low-income housing tax credit Project, subject to the terms and conditions stated in Sections 2.04 and 2.05 and the following additional terms and conditions: (a) The Grantee covenants and represents to the Council that the Project is a rental housing project that received or will receive an award of low-income housing tax credits under Section 42 of the Internal Revenue Code of 1986, as amended, and the low-income housing tax credit program administered by the Minnesota Housing Finance Agency or a program administered by the Minneapolis/Saint Paul Housing Finance Board or another designated housing credit agency that sub-allocates low-income housing tax credits in the Metropolitan Area. (b) The Grantee will execute a loan agreement with the Project Owner. Prior to disbursing any grant funds for the Project, the Grantee will provide to the Council a copy of the loan agreement between the Grantee and the Project Owner. (c) The Grantee will submit annual written reports to the Council that certify: (1) the grant funds continue to be used for the Project for which the grant funds were awarded; and (2) the Project is a “qualified low-income housing project” under Section 42 of the Internal Revenue Code Page 3 of 13 Pages SG-20564 rev. 12/28/23 Council Packet Page Number 138 of 336 G4, Attachment 3 LOCAL HOUSING INCENTIVES ACCOUNT of 1986, as amended. This annual reporting requirement is in addition to the reporting requirements stated in Section 4.03. Notwithstanding the Expiration Date identified at Page 1 of this Agreement and referenced in Section 5.01, the Grantee will submit the annual certification reports during the initial “compliance period” and any “extended use period,” or until such time as the Council terminates this annual reporting requirement by written notice to the Grantee. (d) The grant funds made available to the Grantee and disbursed to the Project Owner by the Grantee in the form of a loan may be used only for the grant-eligible activities and Project components for which the Grantee was awarded the grant funds. For the purposes of this Agreement, the term “Project Owner” means the current Project Owner and any Project Owner successor(s). (e) Pursuant to Section 2.05, the grant funds made available to the Grantee and disbursed to the Project Owner in the form of a loan shall not be used by the Grantee, the Project Owner or others to supplant or replace: (1) grant or loan funds obtained for the Project from other sources; or (2) Grantee contributions to the Project, including financial assistance, real property or other resources of the Grantee; or (3) funding or budgetary commitments made by the Grantee or others prior to the Council Action, unless specifically authorized by the Council. The Council will not make the grant funds available to the Grantee in a lump sum payment but will disburse the grant funds to the Grantee on a reimbursement basis pursuant to Section 2.12. (f) By executing this Agreement, the Grantee: (1) acknowledges that the Council expects the loan will be repaid so the grant funds may be used to help fund other activities consistent with the requirements of the Metropolitan Livable Communities Act; (2) covenants, represents and warrants to the Council that the Grantee’s loan to the Project Owner will meet all applicable low-income housing tax credit program requirements under Section 42 of the Internal Revenue Code of 1986, as amended (the “Code”), and the low-income housing tax credit program administered by the Minnesota Housing Finance Agency or a program administered by the Minneapolis/Saint Paul Housing Finance Board or another designated housing credit agency that sub-allocates low-income housing tax credits in the Metropolitan Area; and (3) agrees to administer its loan to the Project Owner consistent with federal and state low- income housing tax credit program requirements. (g) The Grantee will, at its own expense, use diligent efforts to recover loan proceeds: (1) when the Project Owner becomes obligated to repay the Grantee’s loan or defaults on the Grantee’s loan; (2) when the initial thirty-year “compliance period” expires, unless the Council agrees in writing that the Grantee may make the grant funds available as a loan to the Project Owner for an “extended use period”; and (3) if noncompliance with low-income housing tax credit program requirements or some other event triggers the Project Owner’s repayment obligations under its loan agreement with the Grantee. The Grantee must repay to the Council all loan repayment amounts the Grantee receives from the Project Owner. The Grantee shall not be obligated to repay the grant funds to the Council except to the extent the Project Owner repays its loan to the Grantee, provided the Grantee has exercised the reasonable degree of diligence and used administrative and legal remedies a reasonable and prudent housing finance agency would use to obtain payment on a loan, taking into consideration (if applicable) the subordinated nature of the loan. At its discretion, the Council may: (1) permit the Grantee to Page 4 of 13 Pages SG-20564 rev. 12/28/23 Council Packet Page Number 139 of 336 G4, Attachment 3 LOCAL HOUSING INCENTIVES ACCOUNT use the loan repayment from the Project Owner to continue supporting affordable housing components of the Project; or (2) require the Grantee to remit the grant funds to the Council. (h) If the Grantee earns any interest or other income from its loan agreement with the Project Owner, the Grantee will: (1) use the interest earnings or income only for the purposes of implementing the Project activities for which the grant was awarded; or (2) remit the interest earnings or income to the Council. The Grantee is not obligated to earn any interest or other income from its loan agreement with the Project Owner, except to the extent required by any applicable law. 2.07. Revolving or Deferred Loans. If consistent with the application and the Project Summary or if requested in writing by the Grantee, the Grantee may use the grant funds to make deferred loans (loans made without interest or periodic payments), revolving loans (loans made with interest and periodic payments) or otherwise make the grant funds available on a “revolving” basis for the purposes of implementing the Project activities described or identified in Attachment A. The Grantee will submit annual written reports to the Council that report on the uses of the grant funds. The Council will determine the form and content of the report. This annual reporting requirement is in addition to the reporting requirements stated in Section 4.03. Notwithstanding the Expiration Date identified at Page 1 of this Agreement and referenced in Section 5.01, the Grantee will submit the annual reports until the deferred or revolving loan programs terminate, or until the Council terminates this annual reporting requirement by written notice to the Grantee. At its discretion, the Council may: (1) permit the Grantee to use loan repayments to continue supporting affordable housing components of the Project; or (2) require the Grantee to remit the grant funds to the Council. 2.08. Restrictions on Grants and Loans by Subrecipients. The Grantee shall not permit any subgrantee, subrecipient, or contractor to use the grant funds for grants or loans to any subgrantee or subrecipient at any tier unless the Grantee obtains the prior written consent of the Council. The requirements of this Section 2.08 shall be included in all subgrants, subrecipient agreements, and contracts. 2.09. Project Commencement and Changes. The Project for which grant funds were requested must be “commenced” prior to the Expiration Date. The Grantee must promptly inform the Council in writing of any significant changes to the Project for which the grant funds were awarded, as well as any potential changes to the grant-funded activities described or identified in Attachment A. Failure to inform the Council of any significant changes to the Project or significant changes to grant- funded components of the Project, and use of grant funds for ineligible or unauthorized purposes, will jeopardize the Grantee’s eligibility for future LCA awards. Grant funds will not be disbursed prior to Council approval of significant changes to either the Project or to grant-funded activities described or identified in Attachment A. 2.10. Budget Variance. The Grantee may reallocate up to twenty percent (20%) of the Grant Amount among the grant-funded activities, provided: (a) the grant funds may be used only for Project activities for which the Council awarded the grant funds; (b) the reallocation does not significantly change the Project deliverables; and (c) the Grantee receives written permission from Council staff prior to reallocating any grant funds. Council staff may administratively approve budget reallocation requests that exceed twenty percent (20%) of the Grant Amount only if the reallocation does not significantly change the Project deliverables. Notwithstanding the aggregate or net effect of any Page 5 of 13 Pages SG-20564 rev. 12/28/23 Council Packet Page Number 140 of 336 G4, Attachment 3 LOCAL HOUSING INCENTIVES ACCOUNT variances, the Council’s obligation to provide grant funds under this Agreement shall not exceed the Grant Amount identified at Page 1 of this Agreement. 2.11. Loss of Grant Funds. The Grantee agrees to remit to the Council in a prompt manner: any unspent grant funds, including any grant funds that are not expended prior to the Expiration Date identified at Page 1 of this Agreement; any grant funds that are not used for the authorized purposes; any grant funds that are not matched on a dollar-for-dollar basis as required by Section 2.03; and any interest earnings described in Section 2.13 that are not used for the purposes of implementing the grant-funded Project activities described or identified in Attachment A. For the purposes of this Agreement, grant funds are “expended” prior to the Expiration Dateifthe Grantee pays or is obligated to pay for expenses of eligible grant-funded Project activities that occurred prior to the Expiration Date and the eligible expenses were incurred prior to the Expiration Date. Unspent or unused grant funds and other funds remitted to the Council shall revert to the Council’s Local Housing Incentives Account for distribution through application processesin future Funding Cycles or as otherwise permitted by law. 2.12. Payment Request Forms, Documentation, and Disbursements. The Council will disburse grant funds in response to payment requests submitted by the Grantee through the Council’s online grant management system and reviewed and approved by the Council’s Authorized Agent. Payment requests shall be made using payment request forms, the form and content of which will be determined by the Council. Payment request and other reporting forms will be provided to the Grantee by the Council. The Council will disburse grant funds on a reimbursement basis or a “cost incurred” basis. To obtain reimbursement under this Agreement, the Grantee shall provide the Council with evidence that the eligible grant-funded Project activities (or a portion thereof) for which reimbursement has been requested have been satisfactorily completed. The Grantee shall describe the grant-eligible activities for which reimbursement is requested and shall provide sufficient documentation of grant-eligible expenditures, invoices and payment documents, and such other information as the Council reasonably requests. The Council will make the final determination whether the expenditures are eligible for reimbursement under this Agreement, and verify the total amount requested from the Council. Reimbursement of any costs does not constitute a waiver by the Council of any Grantee noncompliance with this Agreement. Payment requests must include the following documentation: Consultant/contractor invoices showing the time period covered by the invoice; the specific grant-funded Project activities conducted or completed during the authorized time period within which eligible costs may be incurred; and documentation supporting expenses including subcontractor and consultant invoices showing unit rates, quantities, and a description of the good or services provided. Subcontractor markups shall not exceed ten percent (10%). The Council shall disburse grant funds for all grant-eligible expenditures within thirty-five (35) days of the receipt of satisfactory documentation from the Grantee. NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 2.12, THE COUNCIL WILL NOT DISBURSE ANY GRANT FUNDS TO THE GRANTEE UNLESS THE PARTICIPATING MUNICIPALITY HAS ADOPTED A FAIR HOUSING POLICY AS REQUIRED BY SECTION 3.04. 2.13. Interest Earnings. If the Grantee earns any interest or other income from the grant funds received from the Council under this Agreement, the Grantee will use the interest earnings or income only for the purposes of implementing the Project activities described or identified in Attachment A. Page 6 of 13 Pages SG-20564 rev. 12/28/23 Council Packet Page Number 141 of 336 G4, Attachment 3 LOCAL HOUSING INCENTIVES ACCOUNT 2.14. Effect of Grant. Issuance of this grant neither implies any Council responsibility for contamination, if any, at the Project site nor imposes any obligation on the Council to participate in any pollution cleanup of the Project site if such cleanup is undertaken or required. 2.15. Resale Limitations. The Grantee must impose resale limitations regarding the disposition of any equity realized by the purchasers of “affordable” units if grant funds received from the Council under this Agreement are used for homeownership affordability gap financing in the Project described or identified in Attachment A. The intent of this resale limitation is to protect the public investment in the Project and ensure that a proportion of the affordability gap provided by the public investment in the form of grant funds received from the Council is recaptured for reuse in conjunction with other affordable housing efforts and does not become a windfall for any purchaser who might sell the home prior to expiration of a predetermined resale limitation period. If a purchaser sells the “affordable” home prior to expiration of the resale limitation time period, an equitable proportion of the affordability gap filled by grant funds received from the Council under this Agreement must be recaptured by the Grantee within twenty-four (24) months of the triggering resale event and applied to a similar affordable housing project within the Participating Municipality or returned to the Council. Unless otherwise agreed to by the Council and the Grantee, the length of the resale limitation time period and the proportion of the affordability gap to be recovered will be consistent with resale limitation time periods and repayment schedules stated in the Project application. These resale limitations do not apply when the grant funds are used for homeownership value gap financing. III. AFFORDABILITY; AFFIRMATIVE FAIR HOUSING 3.01. Affordability Term. If the Project for which the grant funds were awarded includes affordable housing units, the Grantee shall, through written instruments or otherwise, ensure the affordable units will remain affordable for a minimum period of fifteen (15) years. The Grantee’s obligation under this section may be satisfied if other Project funding sources (e.g., the Minnesota Housing Finance Agency or the U.S. Department of Housing and Urban Development (“HUD”)) or state or federal laws (e.g., low-income housing tax credit programs) require an affordability term of at least fifteen (15) years. For the purposes of this section, “affordable housing unit” means a unit that is affordable to households at eighty percent (80%) or less of the Area Median Income (“AMI”), as established by HUD, unless the Grantee’s application stated an affordability standard lower than eighty percent (80%) of AMI, in which case the Grantee’s lower affordability standard shall apply. The affordability requirements of this section shall survive the expiration or termination of this Agreement. If the affordable housing units are made available for homeownership then they are subject to the resale limitations specified in Section 2.15 and the affordability requirements of this section only apply if Council grant funds pay more than half of the housing unit’s affordability gap stated in the Project application. 3.02. Affirmative Fair Housing Marketing Plans. If the Project for which the grant funds were awarded is a housing project or includes housing units (whether market rate or affordable), the Grantee shall, through written instruments or otherwise, ensure the Project owner (and any subsequent owner(s)) adopts and implements an affirmative fair housing marketing plan for all Project housing units. For the purposes of this section, “affirmative fair housing marketing plan” means an affirmative fair housing marketing plan that substantially conforms to affirmative fair housing marketing plans published by the U.S. Department of Housing and Urban Development (“HUD”) or sample affirmative fair housing marketing plans published by the Minnesota Housing Finance Agency. The affirmative fair housing marketing plan requirement under this section shall continue for the Page 7 of 13 Pages SG-20564 rev. 12/28/23 Council Packet Page Number 142 of 336 G4, Attachment 3 LOCAL HOUSING INCENTIVES ACCOUNT minimum affordability term specified in Section 3.01 and shall survive the expiration or termination of this Agreement. 3.03. Section 8 Housing Choice Vouchers. If the Project is a housing project, or includes housing units (whether market rate or affordable) and the Grantee stated in its application that the Project housing units would be made available to households participating in the federal Housing Choice Voucher program, the Grantee shall, through written instruments or otherwise, ensure the Project owner (and any subsequent owner(s)) adopts and implements a policy under which the Project owner will not refuse to lease Project units to households or individuals participating in the Housing Choice Voucher program because those households or individuals are Housing Choice Voucher program participants. The Housing Choice Voucher requirement under this section shall continue for the minimum affordability term specified in Section 3.01 and shall survive the expiration or termination of this Agreement. 3.04. Fair Housing Policy. If the Project will include a housing component, the governing body of the participating Municipality must have adopted a Fair Housing Policy. For the purposes of this section, the term “Fair Housing Policy” means a written statement regarding the Participating Municipality’s commitment to fair housing that substantively includes at least the following elements: a purpose statement; procedures for responding to fair housing concerns and complaints; and a designated individual or staff position responsible for fair housing issues. A best practices guide, as well as a copy of a model local fair housing policy is available at: https://metrocouncil.org/Handbook/Files/Resources/Best-Practices/Fair-Housing-Policy- Guide.aspx. IV. ACCOUNTING, AUDIT,AND REPORT REQUIREMENTS 4.01. Accounting and Records.The Grantee agrees to establish and maintain accurate and complete accounts and records relating to the receipt and expenditure of all grant funds received from the Council. Notwithstanding the expiration and termination provisions of Sections 5.01 and 5.02, such accounts and records shall be kept and maintained by the Grantee for a period of six (6)years following the completion of the Project activities described or identified in Attachment A or six (6) years following the expenditure of the grant funds, whichever occurs earlier. For all expenditures of grant funds received pursuant to this Agreement, the Grantee will keep proper financial records and other appropriate documentation sufficient to evidence the nature and expenditure of the dollar- for-dollar match funds required under Section 2.03. Accounting methods shall be in accordance with generally accepted accounting principles. 4.02. Audits. The above accounts and records of the Grantee shall be audited in the same manner as all other accounts and records of the Grantee are audited and may be audited or inspected on the Grantee’s premises or otherwise by individuals or organizations designated and authorized by the Council at any time, following reasonable notification to the Grantee, for a period of six (6) years following the completion of the Project activities or six (6) years following the expenditure of the grant funds, whichever occurs earlier. Pursuant to Minnesota Statutes section 16C.05, subdivision 5, the books, records, documents and accounting procedures and practices of the Grantee that are relevant to this Agreement are subject to examination by the Council and either the Legislative Auditor or the State Auditor, as appropriate, for a minimum of six (6) years. Page 8 of 13 Pages SG-20564 rev. 12/28/23 Council Packet Page Number 143 of 336 G4, Attachment 3 LOCAL HOUSING INCENTIVES ACCOUNT 4.03. Reporting and Continuing Requirements. The Grantee will report to the Council on a semi- annual basis by January 31 (for the period of July 1 through December 31) and July 31 (for the period January 1 through June 30) of each calendar year during the term of this Agreement. The Grantee reports shall describe the status of the Project activities described or identified in Attachment A. The report shall also describe the Project spending for the current reporting period and projected spending for the future reporting periods. The Grantee also must complete and submit to the Councila Final Report before the final disbursement of grant funds will be approved. The form and content of the semi-annual status reports and the Final Report will be determined by the Council. These reporting requirements and the reporting requirements of Sections 2.06 and 2.07 shall survive the expiration or termination of this Agreement. 4.04. Environmental Site Assessment.The Grantee represents that a Phase I Environmental Site Assessment or other environmental review has been or will be carried out, if such environmental assessment or review is appropriate for the scope and nature of the Project activities funded by this grant, and that any environmental issues have been or will be adequately addressed. V. AGREEMENT TERM 5.01. Term and Close Out. This Agreement is effective upon execution of this Agreement by the Council. Unless terminated pursuant to Section 5.02, this Agreement expires on the Expiration Date identified at Page 1 of this Agreement. Failure of the Grantee to timely execute this Agreement does not extend the Expiration Date. The Grantee has 120 calendar days after the Expiration Date to provide documentation and information necessary to close out this Agreement and receive disbursements for eligible grant-funded Project activities as prescribed in Section 2.04. If the Grantee fails to provide necessary documentation and information during this 120-day close out period, the Grantee shall not be eligible to receive any unpaid grant funds and the Council will not disburse any unpaid grant funds to the Grantee. This 120-day close out period does not extend any Grantee reporting deadlines established in this Agreement or authorize the Grantee to expend or commit any grant funds after the Expiration Date. 5.02. Termination. This Agreement may be terminated by the Council for cause at any time upon fourteen (14) calendar days’ written notice to the Grantee. Cause shall mean a material breach of this Agreement and any amendments of this Agreement. If this Agreement is terminated prior to the Expiration Date, the Grantee shall receive payment on a pro rata basis for eligible Project activities described or identified in Attachment A that have been completed prior to the termination. Termination of this Agreement does not alter the Council’s authority to recover grant funds on the basis of a later audit or other review and does not alter the Grantee’s obligation to return any grant funds due to the Council as a result of later audits or corrections. If the Council determines the Grantee has failed to comply with the terms and conditions of this Agreement and the applicable provisions of the Metropolitan Livable Communities Act, the Council may take any action to protect the Council’s interests and may refuse to disburse additional grant funds and may require the Grantee to return all or part of the grant funds already disbursed. 5.03. Amendments and Extension. The Council and the Grantee may amend this Agreement by mutual agreement. Amendments or an extension of this Agreement shall be effective only on the execution of written amendments signed by authorized representatives of the Council and the Grantee. If the Grantee needs a change to the Project, additional time within which to complete grant-funded activities and commence the Project, a change in the budget, or a change in the grant-funded activities Page 9 of 13 Pages SG-20564 rev. 12/28/23 Council Packet Page Number 144 of 336 G4, Attachment 3 LOCAL HOUSING INCENTIVES ACCOUNT the Grantee must submit to the Council AT LEAST NINETY (90) CALENDAR DAYS PRIOR TO THE EXPIRATION DATE, a complete, written amendment request. All requirements must be met for a request to be considered complete. THE EXPIRATION DATE MAY BE EXTENDED, BUT THE PERIOD OF ANY EXTENSION(S) SHALL NOT EXCEED TWO (2) YEARS BEYOND THE ORIGINAL EXPIRATION DATE IDENTIFIED AT PAGE 1 OF THIS AGREEMENT. VI. GENERAL PROVISIONS 6.01. Equal Opportunity. The Grantee agrees it will not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, gender identity, marital status, status with regard to public assistance, familial status, membership or activity in a local civil rights commission, disability, sexual orientation, or age and will take affirmative action to insure applicants and employees are treated equally with respect to all aspects of employment, rates of pay and other forms of compensation, and selection for training. 6.02. Conflict of Interest. The members, officers, and employees of the Grantee shall comply with all applicable state statutory and regulatory conflict of interest laws and provisions. 6.03. Liability. Subject to the limitations provided in Minnesota Statutes chapter 466, to the fullest extent permitted by law, the Grantee shall defend, indemnify, and hold harmless the Council and its members, employees, and agents from and against all claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from the conduct or implementation of the Project activities funded by this grant, except to the extent the claims, damages, losses and expenses arise from the Council’s own negligence. Claims included in this indemnification include, without limitation, any claims asserted pursuant to the Minnesota Environmental Response and Liability Act (MERLA), Minnesota Statutes chapter 115B, the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) as amended, United States Code, title 42, sections 9601 et seq., and the federal Resource Conservation and Recovery Act of 1976 (RCRA) as amended, United States Code, title 42, sections 6901 et seq. This obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which otherwise would exist between the Council and the Grantee. The provisions of this section shall survive the expiration or termination of this Agreement. This indemnification shall not be construed as a waiver on the part of either the Grantee or the Council of any immunities or limits on liability provided by Minnesota Statutes chapter 466, or other applicable state or federal law. 6.04. Acknowledgments and Signage. The Granteewill acknowledge the financial assistance provided by the Council in promotional materials, press releases, reports, and publications relating to the Project. The acknowledgment will contain the following or comparable language: Financing for this project was provided by the Metropolitan Council Metropolitan Livable Communities Fund. Until the Project is completed, the Grantee shall ensure the above acknowledgment language, or alternative language approved by the Council’s Authorized Agent, is included on all signs(if any) located at Project or construction sites that identify Project funding partners or entities providing financial support for the Project. The acknowledgment and signage should refer to the “Metropolitan Council” (not “Met Council” or “Metro Council”). Page 10 of 13 Pages SG-20564 rev. 12/28/23 Council Packet Page Number 145 of 336 G4, Attachment 3 LOCAL HOUSING INCENTIVES ACCOUNT 6.05. Permits, Bonds, and Approvals. The Council assumes no responsibility for obtaining any applicable local, state, or federal licenses, permits, bonds, authorizations, or approvals necessary to perform or complete the Project activities described or identified in Attachment A. The Grantee and its developer(s), if any, must comply with all applicable licensing, permitting, bonding, authorization, and approval requirements of federal, state, and local governmental and regulatory agencies, including conservation districts. 6.06. Subgrantees, Contractors, and Subcontractors. The Grantee shall include in any subgrant, contract, or subcontract for Project activities appropriate provisions to ensure subgrantee, contractor, and subcontractor compliance with all applicable state and federal laws and this Agreement. Along with such provisions, the Grantee shall require that contractors and subcontractors performing work covered by this Agreement comply with all applicable state and federal Occupational Safety and Health Act regulations. The Grantee’s subgrant agreement(s) shall expressly include the affordability and affirmative fair housing marketing plan requirements of Sections 3.01 and 3.02. 6.07. Stormwater Discharge and Water Management Plan Requirements.If any grant funds are used for urban site redevelopment, the Grantee shall at such redevelopment site meet or require to be met all applicable requirements of: (a) Federal and state laws relating to stormwater discharges including, without limitation, any applicable requirements of Code of Federal Regulations, title 40, parts 122 and 123; and (b) The Council’s 2040 Water Resources Policy Plan and the local water management plan for the jurisdiction within which the redevelopment site is located. 6.08. Authorized Agent. Payment request forms, written reports, and correspondence submitted to the Council pursuant to this Agreement shall be directed to the Authorized Agent named below or their successor through the Council’s online grants administration portal or to the below contact information: Attn: Samuel F. Johnson Metropolitan Council CD & MTS Finance and Administration 390 Robert Street North Saint Paul, Minnesota 55101-1805 Samuel.johnson@metc.state.mn.us 6.09. Non-Assignment. Minnesota Statutes section 473.254, subdivision 6, requires the Council to distribute the grant funds to eligible “municipalities” or “development authorities” for projects in municipalitiesparticipating in the Local Housing Incentives Account program. Accordingly, this Agreement is not assignable and shall not be assigned by the Grantee. 6.10. Authorization to Reproduce Images.The Grantee certifies that the Grantee:(a)is the owner of any renderings, images, perspectives, sections, diagrams, photographs, or other copyrightable materials (collectively, “copyrightable materials”) that are in the Grantee’s application or are submitted to the Council as part of the grant application review process or after grant award, or that the Grantee is fully authorized to grant permissions regarding the copyrightable materials; and (b) the copyrightable materials do not infringe upon the copyrights of others. The Grantee agrees the Council has a nonexclusive royalty-free license and all necessary permissions to reproduce and Page 11 of 13 Pages SG-20564 rev. 12/28/23 Council Packet Page Number 146 of 336 G4, Attachment 3 LOCAL HOUSING INCENTIVES ACCOUNT publish the copyrightable materials for noncommercial purposes, including but not limited to press releases, presentations, reports, and on the internet. The Grantee also agrees the Grantee will not hold the Council responsible for the unauthorized use of the copyrightable materials by third parties. 6.11. Warranty of Legal Capacity. The individuals signing this Agreement on behalf of the Grantee and on behalf of the Council represent and warrant on the Grantee’s and the Council’s behalf respectively that the individuals are duly authorized to execute this Agreement on the Grantee’s and the Council’s behalf respectively and that this Agreement constitutes the Grantee’s and the Council’s valid, binding, and enforceable agreements. 6.12. Counterparts. This Agreement may be executed in counterpart, each of which counterpart constitutes an original, but both of which together constitute one instrument. 6.13. Electronic Signatures. The electronic signatures of the Council’s and the Grantee’s authorized representatives shall be valid as an original signature of the authorized representatives and shall be effective to bind the Council and the Grantee under this Agreement. This Agreement containing, or to which there is affixed, an electronic signature shall be deemed to: (a) be “written” or “in writing”; (b) have been signed; and (c) constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. “Electronic signature” also means a manually signed original signature that is then transmitted by any electronic means, including without limitation a faxed version of an original signature or an electronically scanned and transmitted version (e.g., via PDF) of an original signature. The Council’s or the Grantee’s failure to produce the original signature of any electronically transmitted signature shall not affect the enforceability of this Agreement. This space intentionally left blank. Signature page follows. Page 12 of 13 Pages SG-20564 rev. 12/28/23 Council Packet Page Number 147 of 336 G4, Attachment 3 LOCAL HOUSING INCENTIVES ACCOUNT IN WITNESS WHEREOF, the Grantee and the Council have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective on the date of final execution by the Council. CITY OF MAPLEWOOD METROPOLITAN COUNCIL By: _______________________________ By: _____________________________ LisaBeth Barajas, Executive Director Title: _____________________________ Community Development Division Date: _____________________________ Date: ___________________________ By: _______________________________ Title: _____________________________ Date: _____________________________ By: _______________________________ Title: _____________________________ Date: _____________________________ Approved as to form: By: _______________________________ City Attorney’s Office Date: ___________________________________ Page 13 of 13 Pages SG-20564 rev. 12/28/23 Council Packet Page Number 148 of 336 G4, Attachment 3 ATTACHMENT A PROJECT SUMMARY This attachment comprises this page and the succeeding page(s) which contain(s) a summary of the Project identified in the application for Local Housing Incentives Account grant funds submitted in response to a consolidated Request for Proposals issued with Minnesota Housing for the Funding Cycle identified at Page 1 of this Agreement. The summary reflects the proposed Project for which the Grantee was awarded grant funds by the Council Action, and may reflect changes in Project funding sources, changes in funding amounts, or minor changes in the proposed Project that occurred subsequent to application submission. The application is incorporated into this Agreement by reference and is made a part of this Agreement as follows. If the application or any provision in the application conflicts with or is inconsistent with the Council Action, other provisions of this Agreement, or the Project summary contained in this Attachment A, the terms, descriptions, and dollar amounts reflected in the Council Action or contained in this Agreement and the Project Summary shall prevail. For the purposes of resolving conflicts or inconsistencies, the order of precedence is: (1) the Council Action; (2) this Agreement; (3) the Project Summary; and (4) the grant application. Council Packet Page Number 149 of 336 G4, Attachment 3 Livable Communities Project Summary Grant # SG-20564 Type:Local Housing Incentives Account Applicant: City of Maplewood Project Name: Gladstone Crossing Project Location: 1375 Frost Avenue, Maplewood, MN 55109 Council District: District 13 – Chai Lee Project Detail Gladstone Crossing is a new construction, 40-unit project located in Maplewood, sponsored by Beacon Interfaith Housing Collaborative. Youth-led households and homeless youth families with children are the primary target for this workforce and supportive housing development. Project-based Section 8 funding Project Overview has been secured from the Metropolitan Council’s Metro HRA, making these units deeply affordable to households. The service provider Solid Ground will provide on-site services including family advocates and children’s services specialists. Ramsey County ($2,500,000) and the City of Maplewood ($200,000) have both made funding awards in support of this project. Development Type New Construction Total housing units 40 units Affordability Average 30%: 13 units Median Income (AMI) 30-50%: 27 units Two Beds: 30 units Anticipated # bedrooms Three Beds: 6 units Four Beds: 4 units Est. total development cost $20,267,039 Est. private funds leveraged $6,663,836 Est. public funds leveraged $13,103,203 Consolidated RFP Partner Funding $500,000.00 LHIA $18,906,000.00 Minnesota Housing Ramsey County HRA Levy LHIA Match + HOME ARP Council Packet Page Number 150 of 336 G4, Attachment 4 MASTER DISBURSEMENT AGREEMENT THIS MASTER DISBURSEMENT AGREEMENT(this “Agreement”) has an effective date of the ____ day of__________, 2026, and is entered into among Gladstone Crossing Limited Partnership, a Minnesota limited partnership, with its offices located at 2610 University Avenue West, Suite 100, St. Paul, MN 55114 (“Borrower”), the 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 (“MHFA”), City of Maplewood, a municipal corporation under the laws of Minnesota (the “City”), Ramsey County Housing and Redevelopment Authority, a political subdivision of the State of Minnesota (the “County”), and Land Title, Inc., a Minnesota corporation, with its offices located at 2200 W. County Road C, Roseville, MN 55113 (“Title Company”). RECITALS A. Borrower has applied to and obtained loans from certain other parties to this Agreement and will use the proceeds of such loans and additional equity to fund the acquisition, construction and/or rehabilitation of a multifamily housing development identified as MHFA Development No. 8434 (the “Development”), which will be situated on real property located in the City of Maplewood, County of Ramsey, State of Minnesota, and legally described in Exhibit A attached to this Agreement. B. The following is a listing and description of the loans and grant that Borrower has obtained (collectively, the “Loans”) and the Equity (as defined in this Agreement) that Borrower will use to fund the acquisition, construction and/or rehabilitation of the Development (collectively, the “Project Funds”): Description of Project Funds Amount A loan from MHFA through itsEconomic Development $9,031,000.00 and Housing Challenge Program, none of which has been disbursed as of the effective date of this Agreement. A loan from MHFA through itsBridge Loan Program, $5,565,000.00 none of which has been disbursed as of the effective date of this Agreement. A loan from MHFA through its State Housing Tax Credit $1,646,041.00 Program, none of which has been disbursed as of the effective date of this Agreement. A loan from the Citythrough Metropolitan Council’s $1,000,000.00 Livable Community Demonstration Account-Transit Oriented Development Program, none of which has been disbursed as of the effective date of this Agreement. Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Disbursement Agreement 1 5/11/2026 (Ver. 3/27/2024) Council Packet Page Number 151 of 336 G4, Attachment 4 A loan from theCity through Metropolitan Council’s $500,000.00 Local Housing Incentive Account, none of which has been disbursed as of the effective date of this Agreement. A loan from the City through Metropolitan Council’s Tax $196,100.00 Base Revitalization Account, none of which has been disbursed as of the effective date of this Agreement. A loan from the County through its Levy Loan Program, $3,018,164.00 none of which has been disbursed as of the effective date of this Agreement. A loan from the County through its HOME Investment $1,251,595.00 Partnerships Program American Rescue Plan Loan Program, none of which has been disbursed as of the effective date of this Agreement. A grant from the City through the Minnesota Department $80,000.00 of Employment and Economic Development Program, none of which has been disbursed as of the effective date of the Agreement. A loan from the County through its Environmental $58,765.00 Response Fund Program, none of which has been disbursed as of the effective date of this Agreement. Funds to be supplied by Borrower, as further described in $839,437.00 Section 1(k) of this Agreement, none of which has been disbursed as of the effective date of this Agreement. C.MHFA, the City, and the County have entered into agreements with Borrower and/or Title Company regarding the disbursement of the Project Funds. D. The parties have agreed that the Project Fundsare to be disbursed in a certain order of priority. E. The parties wish to establish how the Project Funds are to be disbursed and the order of priority for the disbursement. NOW, THEREFORE, the parties agree as follows: 1. Definitions.The definitions set forth above are incorporated into this Section 1 by reference. The following terms have the meanings set out respectively after each such term, and such meaning are equally applicable to both the singular and plural forms of the term defined: (a) “City Disbursement Agreement” - An agreement, whether verbal or written, between the City, Borrower, and, if applicable, Title Company, which provides for the Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Disbursement Agreement 2 5/11/2026 (Ver. 3/27/2024) Council Packet Page Number 152 of 336 G4, Attachment 4 disbursement of the City LCDA-TOD Loan, City LHIA Loan, City TBRA Loan and City DEED Grant. (b) “City DEED Grant” – A grant from the City through the Minnesota Department of Employment and Economic Development Program to Borrower in an original principal amount of $80,000.00. (c) “City LCDA-TOD Loan” – A loan from the Citythrough the Metropolitan Council Livable Community Demonstration Account-Transit Oriented Development Program to Borrower in an original principal amount of $1,000,000.00. (d) “City LHIA Loan” – A loan from the City through the Metropolitan Council Local Housing Incentive Account to Borrower in an original principal amount of $500,000.00. (e) “City TBRA Loan” – A loan from the City through the Metropolitan Council Tax Base Revitalization Account to Borrower in an original principal amount of $196,100.00. (f) “County Disbursement Agreement” – An agreement, whether verbal or written, between “County, Borrower, and, if applicable, Title Company, which provides for the disbursement of the County HOME ARP Loan, County Levy Loan, and County ERF Loan. (h) “County ERF Loan” - A loan from the County through the Environmental Response Fund Program to Borrower in an original principal amount of $58,765.00. (i) “County HOME ARP Loan” - A loan from the County through the HOME Investment Partnerships Program American Rescue Plan Program to Borrower in an original principal amount of $1,251,595.00. (j) “County Levy Loan” - A loan from the County through the Levy Loan Program to Borrower in an original principal amount of $3,018,164.00. (k) “Equity” – Cash monies in an amount of $839,437.00 to be supplied to Title Company by Borrower. (l) “MHFA Bridge Loan” - A loan from MHFA through its Bridge Loan Program to Borrower in an original principal amount of $5,565,000.00. (m) “MHFA Disbursement Agreement” - The Disbursement Agreement between MHFA and Title Company of even date with this Agreement, which provides for the disbursement of the Equity and the proceeds of the MHFA Bridge Loan, MHFA EDHC Loan and the MHFA SHTC Loan. Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Disbursement Agreement 3 5/11/2026 (Ver. 3/27/2024) Council Packet Page Number 153 of 336 G4, Attachment 4 (n) “MHFA EDHCLoan” - A loan from MHFA through its Economic Development and Housing Challenge Program to Borrower in an original principal amount of $9,031,000.00. (o) “MHFA SHTC Loan” - A loan from MHFA through its State Housing Tax Credit Program to Borrower in an original principal amount of $1,646,041.00. 2. Order of Priority for Disbursement of Project Funds. Each party agrees that the Title Company has already been, or will be from time to time, supplied with the Project Funds and must disburse the Project Funds in the following order: Source of Project FundsOrder of Disbursement Equity First County HOME ARP LoanSecond City DEED Grant Third City TBRA LoanFourth County ERF Loan Fifth City LCDA-TOD Loan Sixth City LHIA Loan Seventh MHFA SHTC LoanEighth MHFA Bridge Loan Ninth County Levy Loan Tenth MHFA EDHC Eleventh County HOME ARP HoldbackTwelfth ($125,160.00) The parties agree that the Project Funds must be disbursed in the order indicated and that none of the proceeds of a source of funds will be disbursed until all of the proceeds of funds that are to be disbursed prior to such source have been disbursed. The parties further direct Title Company to disburse the Project Funds in the order indicated, and Title Company agrees to comply with such direction. Notwithstanding the above order of disbursement, the parties agree that if funds from one funding source (the “Original Funding Source”) are unavailable due to (a) the requirements of the documents governing the eligible uses of such funding source and/or (b) certain conditions for disbursement of such funds that have not yet been met, subject to the terms of such funding party’s documents, funds from the next funding source in the order above will be made available for disbursement, but only to the extent the Original Funding Source is unavailable. Notwithstanding the above order of disbursement, it is hereby acknowledged that the County HOME-ARPLoan may only be disbursed as reimbursement for certain eligible costs which must be approved by the County before they are disbursed, and to the extent those funds are unavailable, the next funding source will be disbursed until the County has approved eligible costs. 3. Disbursement of Individual Loan Proceeds. When Borrower desires the disbursement of any or all of the Project Funds referred to in Section 2, it will submit a draw Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Disbursement Agreement 4 5/11/2026 (Ver. 3/27/2024) Council Packet Page Number 154 of 336 G4, Attachment 4 request to the appropriate entity that is supplying such funds. If the draw request meets the provisions contained in the applicable document that Borrower has entered into with the entity supplying the requested funds and all other requirements imposed by the applicable document have been satisfied, then the approving entity will approve the draw request and forward it to MHFA for authorization for the disbursement of the draw. MHFA’s authorization will be solely to confirm that the Development is being constructed in conformance with all applicable plans and specifications and will not in any way relate to Borrower’s compliance with any provision imposed by an entity for the disbursement of that entity’s funds. Upon authorization by MHFA, MHFA will forward the draw request to Title Company for disbursement of the applicable funds. Title Company will not disburse any monies without first receiving a draw request approved by both the entity whose monies are to be disbursed and MHFA, and upon receipt of an approved draw request, Title Company will disburse the applicable monies in accordance with the provisions contained in the following documents: Source of Project Entity Supplying Disbursement Document Funds the Source of Project to be Disbursed Funds Equity Borrower MHFA Disbursement Agreement County HOME ARP County County Disbursement Agreement Loan County Levy Loan County County Disbursement Agreement County ERF Loan County County Disbursement Agreement City DEED Grant City City Disbursement Agreement City LCDA-TOD City City Disbursement Agreement Loan City LHIA Loan City City Disbursement Agreement City TBRA Loan City City Disbursement Agreement MHFA Bridge Loan MHFA MHFA Disbursement Agreement MHFA EDHC Loan MHFA MHFA Disbursement Agreement MHFA SHTC Loan MHFA MHFA Disbursement Agreement 4. Binding Effect.This Agreementisbinding upon and inures to the benefit of the parties to this Agreement and their respective successors and assigns. 5. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which is an original but all of which will constitute one instrument. (THE REMAINING PORTION OF THIS PAGE IS INTENTIONALLY LEFT BLANK) Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Disbursement Agreement 5 5/11/2026 (Ver. 3/27/2024) Council Packet Page Number 155 of 336 G4, Attachment 4 IN WITNESS WHEREOF, the parties have executed this Master Disbursement Agreement as of the date first written above. BORROWER: GLADSTONE CROSSING LIMITED PARTNERSHIP a Minnesotalimited partnership By: Gladstone Crossing GP LLC a Minnesota limited liability company General Partner By: Kevin Walker, Vice President THIS DOCUMENT WAS DRAFTED BY: Minnesota Housing Finance Agency 400 Wabasha Street North, Suite 400 St. Paul, MN 55102-1109 Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Disbursement Agreement 6 5/11/2026 (Ver. 3/27/2024) Council Packet Page Number 156 of 336 G4, Attachment 4 MHFA: MINNESOTA HOUSING FINANCE AGENCY By: _______________________________________ James Lehnhoff Assistant Commissioner, Multifamily Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Disbursement Agreement 7 5/11/2026 (Ver. 3/27/2024) Council Packet Page Number 157 of 336 G4, Attachment 4 CITY: CITY OF MAPLEWOOD a municipal corporation under the laws of Minnesota By: ______________________________________ Marylee Abrams, Mayor By: ______________________________________ Michael Sable, City Manager Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Disbursement Agreement 8 5/11/2026 (Ver. 3/27/2024) Council Packet Page Number 158 of 336 G4, Attachment 4 COUNTY: RAMSEY COUNTY HOUSING AND REDEVELOPMENT AUTHORITY a political subdivision of the State of Minnesota By: ______________________________________ Ling Becker, Ramsey County Manager Approved as to Form: Assistant Ramsey County Attorney Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Disbursement Agreement 9 5/11/2026 (Ver. 3/27/2024) Council Packet Page Number 159 of 336 G4, Attachment 4 TITLE COMPANY: LAND TITLE, INC. a Minnesota corporation By: _________________________________ Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Disbursement Agreement 10 5/11/2026 (Ver. 3/27/2024) Council Packet Page Number 160 of 336 G4, Attachment 4 Exhibit A LEGAL DESCRIPTION Lots 13, 14, 15, 16, 17, 18 and 19 except the North 15 feet of Lot 19, Block 11, Gladstone, together with that part of the vacated alley adjacent thereto which accrued thereto by reason of the vacation thereof, Ramsey County, Minnesota. And Lot 4, except the North 14.25 feet thereof, also all of Lots 5, 6, 7, 8 and 9, Lunn’s Rearrangement of Lots 7 to 12, inclusive, Block 11 Gladstone, together with that portion of vacated alley in Lunn’s Rearrangement accruing thereto, and together with that portion of vacated alley in Block 11, Gladstone, accruing thereto, Ramsey County, Minnesota. Abstract Property Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Disbursement Agreement 11 5/11/2026 (Ver. 3/27/2024) Council Packet Page Number 161 of 336 G4, Attachment 5 FOR USE BY FILING OFFICER ONLY MASTER SUBORDINATION AGREEMENT AND ESTOPPEL CERTIFICATE THIS MASTER SUBORDINATION AGREEMENT AND ESTOPPEL CERTIFICATE (this “Agreement”) iseffective as of the ____ day of ____________, 2026, and entered into among Gladstone Crossing Limited Partnership, a Minnesota limited partnership (“Borrower”), the Minnesota Housing Finance Agency, a public body corporate and politic of the State of Minnesota (“MHFA”), City of Maplewood, a municipal corporation under the laws of Minnesota (the “City”), Ramsey County Housing and Redevelopment Authority, a political subdivision of the State of Minnesota (the “HRA”) and the Maplewood Economic Development Authority, a public body corporate and politic under the laws of Minnesota (the “EDA”). RECITALS A. Borrower has applied to and obtained certain loans from the other parties to this Agreement and will use the proceeds of the loans and additional equity to fund the acquisition, construction and/or rehabilitation of a multifamily housing development identified as MHFA Development No. 8434 (the “Development”), which will be situated on real property located in the City of Maplewood, County of Ramsey, State of Minnesota, and legally described in Exhibit A attached to this Agreement (the “Property”). B. The following is a listing and description of the loans that Borrower has obtained from the other parties to this Agreement (collectively, the “Loans”), and the repayment of the Loans will be secured by liens on the Property, and a listing of the documents that evidence and secure the repayment of the Loans (collectively, the “Loan Documents”): Description of Loan Amount of Loan Documents Evidencing Loan and Securing Repayment A loan from MHFA through its $5,565,000.00 Those documents set forth in Bridge Loan Program. Exhibit B attached to this Agreement. Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 1 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 162 of 336 G4, Attachment 5 A loan from MHFA through its $9,031,000.00 Those documents set forth in Economic Development and Exhibit C attached to this Housing Challenge Loan Program. Agreement. A loan from MHFA through its $1,646,041.00 Those documents set forth in State Housing Tax Credit Loan Exhibit D attached to this Program. Agreement. A loan from the City through the $1,000,000.00 Those documents set forth in Metropolitan Council’s Livable Exhibit E attached to this Community Demonstration Agreement. Account-Transit Oriented Development Program. A loan from the City through $500,000.00 Those documents set forth in Metropolitan Council’s Local Exhibit F attached to this Housing Incentive Account. Agreement. A loan from the City through $196,100.00 Those documents set forth in Metropolitan Council’s Tax Base Exhibit G attached to this Revitalization Account. Agreement. A loan from the County through its $58,765.00 Those documents set forth in Environmental Response Fund Exhibit H attached to this Program. Agreement. A loan from the County through its $1,251,595.00 Those documents set forth in HOME Investment Partnerships Exhibit I attached to this Program American Rescue Plan Agreement. Loan Program. A loan from the County through its $3,018,164.00 Those documents set forth in Levy Loan Program. Exhibit J attached to this Agreement. C.The parties intend that the Loans, the corresponding Loan Documents, and Other Documents (as defined below)and the liens created by the Loan Documents and Other Documents have a certain order of priority. D. The parties wish to specify how the terms and conditions contained in the Loan Documents and Other Documents will be interpreted in the event of a conflict or inconsistency. NOW, THEREFORE, in consideration of good and valuable consideration, and in further consideration of the parties making and entering into the Loans and Other Documents, the parties to this Agreement agree as follows: Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 2 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 163 of 336 G4, Attachment 5 1. Definitions. For the purposes of this Agreement, the definitions set forth above are incorporated into this Section 1 by reference. The following terms have the meanings set out respectively after each term, and its meaning is equally applicable to both the singular and plural forms of the term defined: (a) “Bankruptcy Proceeding”means any bankruptcy, reorganization, insolvency, composition, restructuring, dissolution, liquidation, receivership, assignment for the benefit of creditors, or custodianship action or proceeding under any federal or state law with respect to Borrower, any guarantor of any of the Loan Documents, any of their respective properties, or any of their respective partners, members, officers, directors, or shareholders. (b) “City LCDA-TOD Loan” means a loan from the City through Metropolitan Council’s Livable Community Demonstration Account-Transit Oriented Development to Borrower in an original principal amount of $1,000,000.00. (c) “City LCDA-TOD Loan Documents” means those documents listed in Exhibit E attached to this Agreement which evidence and secure the repayment of the City LCDA-TOD Loan. (d) “City LHIA Loan” means a loan from the City through Metropolitan Council’s Local Housing Incentive Account to Borrower in an original principal amount of $500,000.00. (e) “City LHIA Loan Documents” means those documents listed in Exhibit F attached to this Agreement which evidence and secure the repayment of the City LHIA Loan. (f) “City TBRA Loan” means a loan from the City through Metropolitan Council’s Tax Base Revitalization Account to Borrower in an original principal amount of $196,100.00. (g) “City TBRA Loan Documents” means those documents listed in Exhibit G attached to this Agreement which evidence and secure the repayment of the City TBRA Loan. (h) “County ERF Loan” means a loan from the County through its Environmental Response Fund Program to Borrower in an original principal amount of $58,765.00. (i) “County ERF Loan Documents” means those documents listed in Exhibit H attached to this Agreement which evidence and secure the repayment of the County ERF Loan. Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 3 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 164 of 336 G4, Attachment 5 (j) “Count HOME ARP Loan” means a loan from the County through its HOME Investment Partnerships Program American Rescue Plan Program to Borrower in an original principal amount of $1,251,595.00. (k) “County HOME ARP Loan Documents” means those documents listed in Exhibit I attached to this Agreement which evidence and secure the repayment of the County HOME ARP Loan. (l) “County Levy Loan” means a loan from the County through its Levy Loan Program to Borrower in an original principal amount of $3,018,164.00. (m) “County Levy Loan Documents” means those documents listed in Exhibit J attached to this Agreement which evidence and secure the repayment of the County Levy Loan. (n) “MHFA Bridge Loan” means a loan from MHFA through its Bridge Loan Program to Borrower in an original principal amount of $5,565,000.00. (o) “MHFA Bridge Loan Documents” means those documents listed in Exhibit B attached to this Agreement which evidence and secure the repayment of the MHFA Bridge Loan. (p) “MHFA EDHC Loan” means a loan from MHFA through its Economic Development and Housing Challenge Program to Borrower in an original principal amount of $9,031,000.00. (q) “MHFA EDHC Loan Documents” means those documents listed in Exhibit C attached to this Agreement which evidence and secure the repayment of the MHFA EDHC Loan. (r)“MHFA SHTC Loan” means a loan from MHFA through its State Housing Tax Credit Program to Borrower in an original principal amount of $1,646,041.00. (s)“MHFA SHTC Loan Documents” means those documents listed in Exhibit D attached to this Agreement which evidence and secure the repayment of the MHFA SHTC Loan. (t) “Other Documents” means, collectively, the Contract for Private Development, as amended by that certain Assignment and Assumption of Contract for Private Development (Gladstone Crossing), and the Contract for Private Development Declaration of Restrictive Covenantsin favor of the Maplewood Economic Development Authority. 2. Consent to Loans, Liens and Encumbrances. The parties agree and consent to all of the Loans and agree that all of the liens and encumbrances created by the Loan Documents and Other Documents are deemed to be permitted encumbrances under their respective Loan Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 4 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 165 of 336 G4, Attachment 5 Documents and Other Documents. The parties further agree to execute any and all documents that any party to this Agreement may reasonably request in order to document that the liens and encumbrances are permitted encumbrances under their respective Loan Documentsand Other Documents. 3. Use of Loan Documents and Other Documents. The parties agree and consent to the use of the Loan Documents and Other Documentsset forth herein and in the attached exhibits in conjunction with the Loan referenced in each exhibit. In addition, each party, as to the Loan Documents and Other Documents that correspond to one of its Loans or the Other Documents, does hereby covenant, warrant, consent and agree that (i) the described Loan Documents and Other Documents are all of the documents that the party has entered into regarding the corresponding Loan or Other Documents, (ii) there are no documents relating to its Loan other than the described Loan Documents for its Loan, as applicable, (iii) it will not enter into any other document for its Loan or Other Documents that would adversely impact any other party or parties to this Agreement without the prior written consent of the party or parties(excluding documentation of amounts having been advanced by a party for the protection of its security interest or lien priority pursuant to the Loan Documents or Other Documents), (iv) any existing document or documents that may come into existence in the future to which a party is or becomes a party or from which a party obtains a benefit that is different from the benefits that the other parties have received or will receive, and that is not listed in the Loan Documents set forth in this Agreement for the Loan or the Other Documents, will be of no force or effect until approved and consented to in writing by all of the parties to this Agreement upon which the document has, or will have, an adverse effect (excluding documentation of amounts having been advanced by a party for the protection of its security interest or lien priority pursuant to the Loan Documents or the Other Documents), and upon written approval, the documents will automatically be considered to be included in the exhibit to this Agreement setting forth the Loan Documents for the Loan or the Other Documents. The other parties to this Agreement will execute any document that may reasonably be requested in order to include the document in the exhibit. 4. Subordination of Loans and Loan Documents. (a) Loan Priority. Except as specifically provided below, each party agrees to the following priority of the Loan Documents and Other Documentsand any and all of the liens andencumbrances created by the Loan Documentsand Other Documentsand subordinates its respective documents and the liens and encumbrances created by its respective documents tothe liens and encumbrances related to those Loan Documents or Other Documents that are listed as having a priority: Loan Documents and Other Party to the Loan Documents Order of Documentsand Other Documents Priority MHFA Bridge Loan DocumentsMHFA First MHFA EDHC Loan DocumentsMHFA Second County Levy Loan Documents County Third County HOME ARP Loan County Fourth Documents Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 5 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 166 of 336 G4, Attachment 5 City LCDA-TOD Loan CityFifth Documents City LHIA Loan Documents CitySixth MHFA SHTC Loan Documents MHFA Seventh City TBRA Loan Documents CityEighth County ERF Loan Documents County Ninth Other Documents EDA Tenth (b) Tax Credit Declaration. The parties acknowledge that the Development is intended to receive the benefits of Low Income Housing Tax Credits (the “Credits”) pursuant to Section 42 of the Internal Revenue Code (“Section 42”) and that it is a condition of the receipt of the Credits that Borrower file a Declaration of Land Use Restrictive Covenants for Low-Income Housing Credits (the “Tax Credit Declaration”) substantially in the form attached to this Agreement as Exhibit K. The parties consent to the terms of the Tax Credit Declaration as required by Section 2(c) of the Tax Credit Declaration and agree that the Tax Credit Declaration is subordinate to each of theirLoans and the related Loan Documents and Other Documents, except to the extent required by Section 9(d) of the Tax Credit Declaration (relating to the three-year vacancy control during the extended use period). 5. Interpretation. The parties are entering into and executing this Agreement in order to establish the subordination and priority of the Loan Documents and Other Documents and any liens and encumbrances created by the Loan Documents and Other Documents, and, accordingly, the parties agree, understand, and acknowledge that the enforceability of this Agreement is not, and will not be, restricted, limited, or impaired by the fact that not all of the parties to this Agreement are signatories to each or any of the Loan Documents and Other Documents. 6. Most Restrictive Requirements. Notwithstanding the order of priority and subordinations granted in this Agreement, the Borrower will comply not only with the Loan Documents or Other Documents having first priority but with all the Loan Documents and Other Documents. For example, if a party’s Loan Documents or Other Documents contain rent, income or occupancy requirements that are more restrictive than the Loan Documents or Other Documents that are in a more senior priority, then the Borrower will comply with the more restrictive Loan Documents or Other Documents for as long as they remain in effect. 7. Absence of Events of Default and Compliance with Closing Requirements. Each party states, represents, and warranties that as to each of its individual Loans, (i) its Loans have been duly closed, (ii) there are no events of default, or events that with the passage of time could constitute an event of default, currently existing with respect to any of its Loans, and (iii) all of its Loans are in good standing. 8. Notice of Default and Cure Rights. Each party will deliver to the other parties a default notice within five business days in each case where a party has given a default notice to Borrower (provided that each party will have no liability to any party for failure to timely give notice). Failure of the notifying party to send a default notice to the other parties will not prevent the exercise of the notifying party's rights and remedies under the Loan Documents or Other Documents, subject Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 6 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 167 of 336 G4, Attachment 5 to the provisions of this Agreement. The other parties will have the opportunity, but not the obligation, to cure any default within 60 days following the date of the notice; provided, however that the notifying party will be entitled, during the 60-day period, to continue to pursue its rights and remedies under the Loan Documents or Other Documents. 9. Use of Insurance and Condemnation Proceeds. Notwithstanding any provisions to the contrary contained in this Agreement or in any of the Loan Documents or Other Documents, the parties agree that any and all insurance and/or condemnation proceeds will be used first to repair or reinstate the Development. If there are any remaining proceeds, or if the amounts are insufficient to repair or reinstate the Development, or if the Development cannot be repaired or reinstated, then the proceeds will be used to pay off the Loans in order of the priority of the Loan Documents specified in this Agreement or Other Documents. 10. Agreement Not to Commence Bankruptcy Proceeding. The parties agree that during the term of this Agreement they will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding with respect to Borrower, without the other parties’ prior written consents. 11. Survival of Termination. The terms of this Agreement will continue, and will survive the termination of this Agreement, if any payment under the Loan Documents (whether by or on behalf of Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is for any reason repaid or returned to Borrower or its insolvent estate, or avoided, set aside or required to be paid to Borrower, a trustee, receiver or other similar party under any bankruptcy, insolvency, receivership or similar law. In the event, any or all of the Loans originally intended to be satisfied will be deemed to be reinstated and outstanding to the extent of any repayment, return, or other action, as if the payment had not been made. 12. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which will be an original but all of which will constitute one instrument. (THE REMAINING PORTION OF THIS PAGE IS INTENTIONALLY LEFT BLANK) Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 7 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 168 of 336 G4, Attachment 5 IN WITNESS WHEREOF, the parties have executed this Master Subordination Agreement and Estoppel Certificate as of the date first written above. BORROWER: GLADSTONE CROSSING LIMITED PARTNERSHIP a Minnesota limited partnership By: Gladstone Crossing GP LLC a Minnesota limited liability company General Partner By: Kevin Walker, Vice President STATE OF MINNESOTA ) ) ss COUNTY OF ) The foregoing instrument was acknowledged before me this _____ day of_____________, 2026, by Kevin Walker, Vice President of Gladstone Crossing GP LLC, a Minnesota limited liability company, General Partner of Gladstone Crossing Limited Partnership, a Minnesota limited liability partnership, on behalf of the limited liability company and the limited partnership. Notary Public THIS DOCUMENT WAS DRAFTED BY: Minnesota Housing Finance Agency 400 Wabasha Street North, Suite 400 St. Paul, MN 55102-1109 Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 8 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 169 of 336 G4, Attachment 5 MHFA: MINNESOTA HOUSING FINANCE AGENCY By: _____________________________________ James Lehnhoff Assistant Commissioner, Multifamily STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this ____ day of ____________, 2026, by James Lehnhoff, Assistant Commissioner, Multifamily of the Minnesota Housing Finance Agency, on behalf of the agency. Notary Public Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 9 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 170 of 336 G4, Attachment 5 CITY: CITY OF MAPLEWOOD a municipal corporation under the laws of Minnesota By: ______________________________________ Marylee Abrams, Mayor By: ______________________________________ Michael Sable, City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this ___ day of ____________, 202_, by Marylee Abrams, Mayor of City of Maplewood, a municipal corporation under the laws of Minnesota on behalf of the city. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this ___ day of ____________, 202_, by Michael Sable, City Manager of City of Maplewood, a municipal corporation under the laws of Minnesota on behalf of the city. Notary Public Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 10 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 171 of 336 G4, Attachment 5 COUNTY: RAMSEY COUNTY HOUSING AND REDEVELOPMENT AUTHORITY a political subdivision of the State of Minnesota By: ______________________________________ Ling Becker, Ramsey County Manager STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this ___ day of ____________, 20__, by Ling Becker, Ramsey County Manager of Ramsey County Housing and Redevelopment Authority, a political subdivision of the State of Minnesota on behalf of the county. Notary Public Approved as to Form: Assistant Ramsey County Attorney Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 11 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 172 of 336 G4, Attachment 5 EDA: MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY a public body corporate and politic under the laws of Minnesota By: Marylee Abrams, President By: Michael Sable, Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument as acknowledged before me this _____ day of ____________, 202_, by Marylee Abrams, President of the Maplewood Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the authority. ____________________________________ Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument as acknowledged before me this _____ day of ____________, 202_, by Michael Sable, Executive Director of the Maplewood Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the authority. ____________________________________ Notary Public Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 12 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 173 of 336 G4, Attachment 5 Exhibit A LEGAL DESCRIPTION Lots 13, 14, 15, 16, 17, 18 and 19 except the North 15 feet of Lot 19, Block 11, Gladstone, together with that part of the vacated alley adjacent thereto which accrued thereto by reason of the vacation thereof, Ramsey County, Minnesota. And Lot 4, except the North 14.25 feet thereof, also all of Lots 5, 6, 7, 8 and 9, Lunn’s Rearrangement of Lots 7 to 12, inclusive, Block 11 Gladstone, together with that portion of vacated alley in Lunn’s Rearrangement accruing thereto, and together with that portion of vacated alley in Block 11, Gladstone, accruing thereto, Ramsey County, Minnesota. Abstract Property Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 13 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 174 of 336 G4, Attachment 5 Exhibit B MHFA BRIDGE LOAN DOCUMENTS 1. Minnesota Housing Finance Agency Bridge Loan Program Combination Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Financing Statement executed by Borrower to MHFA, of even date with the document to which this exhibit is attached, securing the repayment of a loan from in an original principal amount of $5,565,000.00, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. 2. Minnesota Housing Finance Agency Bridge Loan Program Regulatory Agreement, of even date with the document to which this exhibit is attached, between Borrower and MHFA, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. 3. Bond Compliance Agreement, of even date with the document to which this exhibit is attached, executed by Borrower in favor of MHFA, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. 4. The following additional Minnesota Housing Finance Agency Bridge Loan Program Loan Documents: (a) Assignment of Architect’s Contract; (b) Assignment of Construction Contract; (c) Certification Regarding Identity of Interest or Family Relationship; (d) Construction Loan Agreement; (e) Disbursement Agreement; (f) Guaranty - Beacon; (g) Master Disbursement Agreement; (h) Mortgage Loan Commitment; (i) Assignment of Rights to Tax Credits, Partnership, Interests and Capital Contributions; (j) Mortgage Note in an original principal amount of $5,565,000.00; (k) Supplement to General Conditions of the Agreement Between Owner and Contractor; and (l) UCC-1 Financing Statement. Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 14 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 175 of 336 G4, Attachment 5 Exhibit C MHFA EDHC LOAN DOCUMENTS 1. Minnesota Housing Finance Agency Economic Development and Housing Challenge Program Combination Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Financing Statement executed by Borrower to MHFA, of even date with the document to which this exhibit is attached, securing the repayment of a loan from in an original principal amount of $9,031,000.00, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. 2. Minnesota Housing Finance Agency Economic Development and Housing Challenge Program Regulatory Agreement, of even date with the document to which this exhibit is attached, between Borrower and MHFA, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. 3. Minnesota Housing Finance Agency Economic Development and Housing Challenge Program Declaration of Covenants, Conditions and Restrictions, of even date with the document to which this exhibit is attached, executed by Borrower in favor of MHFA, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. 4. Minnesota Housing Finance Agency Economic Development and Housing Challenge Program Declaration of Covenants, Conditions and Restrictions (AHAP), of even date with the document to which this exhibit is attached, executed by Borrower in favor of MHFA, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. 5. Minnesota Housing Finance Agency Economic Development and Housing Challenge Program Declaration of Covenants, Conditions and Restrictions (HS), of even date with the document to which this exhibit is attached, executed by Borrower in favor of MHFA, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. 6. The following additional Minnesota Housing Finance Agency Economic Development and Housing Challenge Program Loan Documents: (a) Mortgage Note in an original principal amount of $9,031,000.00. Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 15 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 176 of 336 G4, Attachment 5 Exhibit D MHFA SHTC LOAN DOCUMENTS 1. Minnesota Housing Finance Agency State Housing Tax Credit Program Combination Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Financing Statement executed by Borrower to MHFA, of even date with the document to which this exhibit is attached, securing the repayment of a loan from in an original principal amount of $9,031,000.00, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. 2. Minnesota Housing Finance Agency State Housing Tax Credit Program Declaration of Covenants, Conditions and Restrictions, of even date with the document to which this exhibit is attached, executed by Borrower in favor of MHFA, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. 3. The following additional Minnesota Housing Finance Agency Economic Development and Housing Challenge Program Loan Documents: (a)Mortgage Note in an original principal amount of $1,646,041.00. Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 16 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 177 of 336 G4, Attachment 5 Exhibit E CITY LCDA-TOD LOAN DOCUMENTS 1. Loan Agreement 2. Promissory Note 3. Combination Mortgage and Security Agreement, of even date with the document to which this exhibit is attached, securing the repayment of a loan from in an original principal amount of $1,000,000.00, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 17 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 178 of 336 G4, Attachment 5 Exhibit F CITY LHIA LOAN DOCUMENTS 1. Loan Agreement 2. Promissory Note 3. Combination Mortgage and Security Agreement. of even date with the document to which this exhibit is attached, securing the repayment of a loan from in an original principal amount of $500,000.00, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 18 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 179 of 336 G4, Attachment 5 Exhibit G CITY TBRA LOAN DOCUMENTS 1. Loan Agreement 2. Promissory Note 3. Combination Mortgage and Security Agreement, of even date with the document to which this exhibit is attached, securing the repayment of a loan from in an original principal amount of $196,100.00, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 19 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 180 of 336 G4, Attachment 5 Exhibit H COUNTY ERF LOAN DOCUMENTS 1. Loan Agreement 2. Promissory Note 3. Statutory Mortgage, Assignment of Leases and Rents, and Fixture Financing Statement of even date with the document to which this exhibit is attached, securing the repayment of a loan from in an original principal amount of $58,756.00, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 20 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 181 of 336 G4, Attachment 5 Exhibit I COUNTY HOME ARP LOAN DOCUMENTS 1. Loan Agreement 2. Promissory Note 3. Statutory Mortgage, Assignment of Leases and Rents, and Fixture Financing Statement, of even date with the document to which this exhibit is attached, securing the repayment of a loan from in an original principal amount of $1,251,595.00, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. 4. Declaration of Covenants, Conditions, and Restrictions, of even date with the document to which this exhibit is attached, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. 5. Development Agreement Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 21 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 182 of 336 G4, Attachment 5 Exhibit J COUNTY LEVY LOAN DOCUMENTS 1. Loan Agreement 2. Promissory Note 3. Statutory Mortgage, Assignment of Leases and Rents, and Fixture Financing Statement, of even date with the document to which this exhibit is attached, securing the repayment of a loan from in an original principal amount of $3,018,164.00, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. 4. Declaration of Covenants, Conditions, and Restrictions, of even date with the document to which this exhibit is attached, which will be recorded in the Office of the County Recorder for Ramsey County, Minnesota. 5. Development Agreement Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 22 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 183 of 336 G4, Attachment 5 Exhibit K TAX CREDIT DECLARATION Gladstone Crossing, Maplewood MHFA Dev. #8434 Master Subordination Agreement 23 5/11/2026 (Ver. 2/13/2026) Council Packet Page Number 184 of 336 G4, Attachment 6 LOAN AGREEMENT (LCDA) THIS LOAN AGREEMENT (the “Agreement”) is made and entered into as of this ___ day of ____________, 2026 (the “Effective Date”), between the City of Maplewood, a municipal corporation under the laws of Minnesota (the “City”), and Gladstone Crossing Limited Partnership, a Minnesota limited partnership (the “Borrower”). The Effective Date is the date this Agreement is executed by the second party to sign. WITNESSETH: WHEREAS, the Borrower has acquired and intends to redevelop the property located at 1375 Frost Avenue in the City and legally described in Exhibit A attached hereto (the “Redevelopment Property”) and construct thereon a multifamily residential rental development consisting of 40 units meeting certain affordability levels (the “Project”); and WHEREAS, to assist with the costs of the Project, the City, on behalf of the Borrower, applied for and received a Livable Communities Demonstration Account (“LCDA”) grant in the total sum of $1,000,000 (the “LCDA Grant”) from the Metropolitan Council (the “Council”); and WHEREAS, on __________________________, the Council and the City entered into a Metropolitan Livable Communities Act Grant Agreement (the “Grant Agreement”), with an expiration date of December 31, 2027, as may be extended pursuant to Section 5.03 of the Grant Agreement, as more specifically described herein and which is attached hereto as Exhibit B; and WHEREAS, the proceeds of the LCDA Grant may be used for eligible project activities of the Project to be constructed on the Redevelopment Property and as further described in the Grant Agreement (the “Grant-Eligible Activities”), which amounts may be reallocated pursuant to Section 2.09 of the Grant Agreement; and WHEREAS, the City desires to loan the proceeds of the LCDA Grant in the principal amount of $1,000,000 to the Borrower (the “Loan”) to provide financing for a portion of the Grant- Eligible Activities with respect to the construction of the Project on the Redevelopment Property; and WHEREAS, the City believes that the development of the Project, and fulfillment generally of this Agreement, are in the vital and best interests of the City and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable Minnesota and local laws and requirements under which the Project has been undertaken and is being assisted; and WHEREAS, the City and the Borrower desire to enter into this Agreement for the purpose of setting forth their respective responsibilities with respect to the Loan. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 1 Council Packet Page Number 185 of 336 G4, Attachment 6 ARTICLE I DEFINITIONS As used in this Agreement, the following terms shall have the following meaning: Borrower Documents: any and all documents and instruments in connection with the Project as reasonably requested by the City. Disbursement Request Form: the form, substantially in the form attached hereto as Exhibit C, to be submitted to the City when a disbursement of the Loan is requested and which is referred to in Article VI hereof, together with such other request forms as may be reasonably required from the Council and the City. Grant Agreement: the Metropolitan Livable Communities Act Grant Agreement No. SG- 18117 between the Council and the City for the Gladstone Crossing Project, attached hereto as Exhibit B. Grant-Eligible Activities: the activities on the Redevelopment Property funded in full or in part by the LCDA Grant, as set forth in Exhibit A of the Grant Agreement. Loan: the sum of $1,000,000 to be loaned by the City to the Borrower under this Agreement. Loan Documents: collectively, this Agreement, the Mortgage, and the Note. Mortgage: the Combination Mortgage and Security Agreement of even date herewith from the Borrower to the City securing repayment of the Note in the form approved by the City. Note: the Note of even date herewith from the Borrower to the City in the amount of the Loan evidencing Borrower’s obligation to repay the Loan in the form approved by the City. Plans and Specifications: the final plans and specifications for the construction and installation of the Grant-Eligible Activities which have been approved by the City. Project: the Gladstone Crossing Project including 40 units of affordable multifamily residential housing. Project Costs: the costs of the Grant-Eligible Activities eligible to be reimbursed with the proceeds of the LCDA Grant under the Grant Agreement and as authorized by law. Redevelopment Property: the property legally described in Exhibit A attached hereto. 2 Council Packet Page Number 186 of 336 G4, Attachment 6 ARTICLE II TERM OF AGREEMENT This Agreement shall take effect and be in force from and after the Effective Date, and shall remain in effect until the Borrower has performed all of its obligations under this Agreement, the Loan Documents, and the Grant Agreement, unless earlier terminated as provided in this Agreement or the Grant Agreement. ARTICLE III THE LOAN Subject to the terms and conditions of this Agreement, the City will make the Loan to the Borrower to be used for payment of Project Costs, which Loan shall be disbursed pursuant to this Agreement. In consideration for the Loan, the Borrower agrees to perform all of its obligations under this Agreement. The Loan shall be evidenced by the Note payable by the Borrower to the City which shall be dated as of the date of closing on the Loan (the “Loan Closing Date”). Proceeds of the Loan shall be disbursed in accordance with Articles V and VI hereof. ARTICLE IV STATEMENT OF WORK Proceeds of the Loan may be used to construct any of the improvements described as Grant- Eligible Activities in the Grant Agreement in accordance with the terms set forth herein. In accordance with the Grant Agreement, the Borrower will commence construction of the Grant- Eligible Activities and pay the Project Costs with respect to the Project Improvements prior to December 31, 2027. The grant expires on December 31, 2027. If the Borrower finds it necessary to request an extension of the Grant Agreement from the Metropolitan Council, the Borrower must provide written notice to the City at least 120 days prior to the expiration date of the grant in order for the City to have sufficient time to request an extension of the Grant Agreement under Section 5.03 of the Grant Agreement. ARTICLE V CONDITIONS OF DISBURSEMENT The obligation of the City to make or cause to be made disbursements of the proceeds of the Loan pursuant to Article VI hereof shall be subject to the conditions precedent that it shall have received on or before the date of the disbursement hereunder the following: a. the Borrower Documents, the Mortgage, and the Note, duly executed and delivered by the Borrower; b. evidence satisfactory to the City that the Grant-Eligible Activities and the construction and contemplated use thereof are permitted by and comply in all material respects with all applicable restrictions and requirements in prior conveyances, zoning ordinances, subdivision and platting requirements and other laws and regulations; 3 Council Packet Page Number 187 of 336 G4, Attachment 6 c. all other conditions specified in the authorizing City approvals and entitlements and the Grant Agreement shall have been duly satisfied by the Borrower or waived in writing by the City or the Council, as applicable; d. no uncured Event of Default (as defined in Article VIII hereof), and no event which with the giving of notice or the lapse of time or both would constitute an Event of Default, shall have occurred and be continuing and all representations and warranties made by the Borrower in Article VII hereof shall continue to be true and correct as of the date of such disbursement; e. if required by the City, the City shall have been furnished with a statement of the Borrower and of any contractor, in form and substance acceptable to the City, setting forth the names, addresses and amounts due or to become due as well as the amounts previously paid to every contractor, subcontractor, person, firm or corporation furnishing materials or performing labor in connection with the construction of any part of the Grant-Eligible Activities; and f. the Borrower shall have provided to the City such documentation and information reasonably necessary to evidence its compliance with all of the provisions of this Agreement, including without limitation the provisions of the Grant Agreement applicable to the Borrower, as the City may reasonably request. ARTICLE VI REQUESTS FOR DISBURSEMENT 6.01. Disbursement. The City and the Borrower agree that, on the terms and subject to the conditions hereinafter set forth and the conditions set forth in the Grant Agreement, including the reallocation of Project Costs among the Grant-Eligible Activities pursuant to Section 2.09 of the Grant Agreement, the Loan shall be disbursed from the City to the Borrower, or the Borrower’s agent or designee, in disbursements, with the last disbursement being made upon one hundred percent (100%) completion of the Grant-Eligible Activities. Disbursements of the Loan shall not be made more often than monthly. Notwithstanding anything to the contrary contained herein, the City shall only be obligated to make the disbursements hereunder to pay Project Costs in an amount up to or equal to the lesser of the amount of the Loan or the amount actually disbursed by the Council to the City under the Grant Agreement and such obligation is further subject to the conditions of Article V hereof. 6.02. Disbursement Request. a. When the Borrower desires to obtain a disbursement of the Loan, the Borrower shall submit to the City the Disbursement Request Form, together with any additional documents required by the City or the Council, duly signed by the Borrower. The Disbursement Request Form shall be submitted by the Borrower at least 45 days prior to the date of the requested disbursement. The Disbursement Request Form shall constitute a representation and warranty by the Borrower to the City that all 4 Council Packet Page Number 188 of 336 G4, Attachment 6 representations and warranties of the Borrower set forth in the Borrower Documents are true and correct as of the date of such Disbursement Request Form, except for such representations and warranties which, by their nature, would not be applicable as of the date of such Disbursement Request. b. At the time of submission of the Disbursement Request Form, the Borrower shall also submit the following to the City: 1. a written lien waiver from the general contractor for work done and materials supplied by it which were paid or a conditional lien waiver from the general contractor for work done and materials supplied by it which are to be paid pursuant to the current Disbursement Request Form and from each subcontractor for work done and materials supplied by it which were paid or are to be paid for pursuant to the prior Disbursement Request Form; 2. evidence satisfactory to the City that the Grant-Eligible Activities completed as of the date of the Disbursement Request Form have been constructed in accordance with the Plans and Specifications in all material respects; 3. an executed Sworn Construction Statement, in form and substance acceptable to such parties, signed by the Borrower showing all costs and expenses of any kind theretofore actually paid or incurred in constructing the Grant-Eligible Activities; and 4. a certified statement of the Borrower reflecting the use to which the proceeds of the Loan have been applied in addition to those uses reflected in the Sworn Construction Statement referred to in clause (b)(3) above. c. Upon receipt of the Disbursement Request Form, if the City has determined that all the conditions set forth in Articles V and VI hereof have been satisfied, a request for disbursement shall be submitted to the Council. The adequacy of the request for disbursement shall be determined by the City and the Council in their sole discretion. After submission of the Disbursement Request Form, if the Borrower has performed all of its agreements and complied with all requirements to be performed or complied with under this Agreement and the Grant Agreement, including satisfaction of all applicable conditions precedent contained in Article V hereof, the City shall make a disbursement to the Borrower, or the Borrower’s agent or designee, in the amount of the requested disbursement or such lesser amount as shall be approved, within 45 days after the date of the City’s receipt of the Disbursement Request Form, or, if later, upon receipt of grant proceeds from the Council. Each disbursement shall be paid from the proceeds of the LCDA Grant, subject to the City’s and the Council’s determination that the relevant Project Cost is payable from the LCDA Grant under the Grant Agreement. The City is under no obligation to disburse any proceeds of the Loan until it receives a disbursement of the LCDA Grant from the Council. Notwithstanding anything to the contrary herein, if the Project Costs of the Grant-Eligible Activities exceeds the amount to be reimbursed under this Agreement, such excess shall be the sole responsibility of the Borrower. 5 Council Packet Page Number 189 of 336 G4, Attachment 6 ARTICLE VII BORROWER’S COVENANTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS The Borrower covenants, represents, warrants and agrees that: a. The Borrower is a limited partnership duly organized and validly existing under the laws of Minnesota, is duly authorized to operate in Minnesota, has the power to enter into and execute this Agreement and by appropriate action has authorized the execution and delivery of this Agreement. b. The Borrower Documents will not result in any breach of or constitute a default under any other mortgage, lease, loan, grant or credit agreement, organizational documents, or other instrument to which the Borrower is a party or by which it may be bound or affected. c. The Loan Documents will constitute valid, legal and binding obligations of the Borrower enforceable against the Borrower. d. The Borrower has or will have all necessary approvals, licenses and permits required for construction and operation of the Project except those which cannot be obtained until completion of the Grant-Eligible Activities or the Project, as the case may be. e. The Borrower shall permit the City, upon reasonable notice, to examine all books, records, contracts, plans, permits, bills and statements of account pertaining to the Grant-Eligible Activities and to make copies as the City may require. f. The Borrower shall obey and comply with all federal, state and local laws, rules and regulations in connection with the Project. g. The City’s actions in approving the Loan shall not be construed as an approval by the City of providing any additional funds for the Project or other improvements related to the Project. h. The Borrower agrees to pay for all of the costs incurred to construct the Grant-Eligible Activities including any cost overruns. There are no public funds for the Grant-Eligible Activities except for the Loan. ARTICLE VIII DEFAULT Any one or more of the following shall constitute an event of default (an “Event of Default”) under this Agreement: 6 Council Packet Page Number 190 of 336 G4, Attachment 6 a. The Borrower shall herein default in the performance or observance of any agreement, covenant or condition required to be performed or observed by the Borrower under the terms of this Agreement or the Grant Agreement, to the extent such obligations exist, and such default shall not be remedied within 60 days after written notice to the Borrower from the City specifying such default. b. The Borrower shall be in default of any term of any other agreement relating to the Grant-Eligible Activities which is not cured within 60 days after written notice from the City or if the default cannot be cured within 60 days within such reasonable time as is required to cure the default, provided that the Borrower is diligently pursuing a cure. c. Any representation or warranty made by the Borrower herein or any document or certificate furnished to the City shall prove at any time to be incorrect or misleading as of the date made. d. The Borrower engages in any illegal activities. e. The Borrower uses any of the Loan funds contrary to this Agreement or the Grant Agreement which is not cured within 60 days after written notice from the City. f. The Borrower shall fail to obtain and/or keep in force insurance only of the types and in the amounts as specified within this Agreement, or shall fail to indemnify and hold harmless the City as set forth herein which is not cured within ten (10) business days after written notice from the City. g. The failure to repay any principal of the Loan when due. ARTICLE IX REMEDIES Whenever any Event of Default shall have happened and is continuing beyond any applicable cure period, any one or more of the following remedial steps may be taken by the City: a. The City may terminate this Agreement; b. The City may suspend or terminate any further disbursements to be made under this Agreement; c. The City may suspend its performance under this Agreement during the continuance of the Event of Default; and/or d. The City may take whatever action at law or in equity may be necessary or appropriate to seek repayment or reimbursement of the Loan funds disbursed to the Borrower, to enforce performance and observance of any obligation, agreement, covenant, representation or warranty of the Borrower under this Agreement, or any related 7 Council Packet Page Number 191 of 336 G4, Attachment 6 instrument; or to otherwise compensate the City for any damages on account of such Event of Default. No remedy conferred upon or reserved to the City is intended to be exclusive of any other available remedy or remedies, but each and every such 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 or by statute. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power, nor 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 City to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be herein expressly required or be required by law. ARTICLE X ADDITIONAL PROVISIONS a. Indemnity, Hold Harmless. The Borrower shall and does hereby agree to indemnify against and to hold the City, and its officers, councilmembers, agents, and employees including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this section, collectively the “Indemnified Parties”), harmless of and from any and all liability, loss, or damage that it or they may incur under or by reason of this Agreement and 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 Grant-Eligible Activities or the Project, and of and from any and all claims and demands whatsoever that may be asserted against one or more of the Indemnified Parties by reason of any alleged obligations or undertakings on the Borrower’s part to perform or discharge any of the terms, covenants, or agreements contained herein. Except for any willful misrepresentation or any willful, wanton, or grossly negligent misconduct of the Indemnified Parties, the Borrower agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever under this Agreement, the Grant Agreement or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project or the Grant-Eligible Activities. This indemnification and hold harmless provision shall survive the execution, delivery, and performance of this Agreement and the creation and repayment of any indebtedness to City under this Agreement. b. Independent Contractor. For the purpose of this Agreement, the Borrower shall be deemed an independent contractor and not an employee or agent of the City. Any and all employees or agents of the Borrower shall not be considered employees or agents of the City. 8 Council Packet Page Number 192 of 336 G4, Attachment 6 c. Compliance With Minnesota Laws. All of the data created, collected, received, stored, used, maintained or disseminated by the Borrower with respect to the Grant-Eligible Activities are subject to the requirements of Minnesota Statutes, Chapter 13, (the “Minnesota Government Data Practices Act” or “MGDPA”) and, except as provided in Section 13.05, subdivision 11(b) of the MGDPA, the Borrower agrees to comply with those requirements under the MGDPA to the extent applicable. The remedies in Section 13.08 of the MGDPA may apply to the Borrower. If any provision of this Agreement is in conflict with the MGDPA or other Minnesota State laws, state law shall control. The Borrower shall comply with the conflict of interest provisions of Minnesota Statutes, Sections 471.87 through 471.88. d. Contractor and Subcontractor Compliance. The Borrower shall comply with and shall cause all contractors and subcontractors to comply with all applicable state and federal laws, and to the extent applicable to the Borrower, the Grant Agreement. The Borrower shall require all contractors and subcontractors performing work covered by the Loan to obtain all required permits, licenses and certifications and comply with all applicable state and federal Occupational Safety and Health Act regulations. e. Site Compliance. The Borrower shall meet or require to be met all applicable requirements of: (1) Federal and state laws relating to stormwater discharges including, without limitation, any applicable requirements of Code of Federal Regulations, title 40, parts 122 and 123; and (2) The Council’s 2030 Water Resources Management Policy Plan and the City’s local water management plan Property is located. f. Fair Housing Compliance. The Borrower shall comply in all respects with the affordability and fair housing marketing plan requirements set forth in Article 3 of the Grant Agreement. g. Environmental Site Assessment. The Borrower shall ensure that a Phase I Environmental Site Assessment or other environmental review of the Project will be carried out if appropriate for the scope and nature of the Project. ARTICLE XI INSURANCE With respect to the Project, the Borrower shall maintain all insurance required by the Grant Agreement. 9 Council Packet Page Number 193 of 336 G4, Attachment 6 ARTICLE XII RECORDS AND REPORTS Upon request, the Borrower shall submit to the City a full account of the status of the activities undertaken as part of this Agreement. The following records shall be maintained by the Borrower, copies of which shall be submitted in such form as City may prescribe: a. All receipts and invoices relating to expenditure of Loan funds. b. Records shall be sufficient to reflect all costs incurred in performance of the Loan. The books, records, documents, and accounting procedures, relevant to the Loan shall be subject to examination by the City, the Council and state agencies and the legislative auditor. ARTICLE XIII AMENDMENT This Agreement shall not be amended or modified without the prior written approval of the City and the Borrower. ARTICLE XIV INCORPORATION OF GRANT AGREEMENT The Borrower acknowledges and agrees that all terms, conditions and obligations contained in the Grant Agreement are incorporated herein, and made a part of this Agreement. In addition to the terms, conditions and obligations described herein, the Borrower further acknowledges, accepts and assumes all of the City’s obligations described in the Grant Agreement, unless such obligations can only be reasonably performed by the City, including but not limited to, the obligation to repay the LCDA Grant if required by the Council. For purposes of enforcing this Agreement, the Borrower acknowledges, accepts and agrees that the City shall inure to, and possess the rights and authority of the Council as described in the Grant Agreement. ARTICLE XV MISCELLANEOUS a. Notices. All notices provided for herein shall be in writing and shall be deemed to have been given when delivered personally or when deposited in the United States mail, registered or certified, postage prepaid, addressed as follows: 10 Council Packet Page Number 194 of 336 G4, Attachment 6 (a) Name and Address of the Borrower: Gladstone Crossing Limited Partnership 2610 University Ave. W., Suite 100 St. Paul, MN 55114 Attn: President With a copy to: Hust Law 5021 Vernon Ave. S., #298 Minneapolis, MN 55436 Attn: Bridget A. Hust (b) Name and Address of the City: City of Maplewood 1830 County Road B E Maplewood, MN 55109 Attn: City Manager With a copy to: Kennedy & Graven, Chartered 150 South Fifth Street, Suite 700 Minneapolis, MN 55402 Attention: Ronald H. Batty (c) Name and Address of the Limited Partner: ___________________________ ___________________________ ___________________________ ___________________________ ___________________________ With a copy to: ___________________________ ___________________________ ___________________________ ___________________________ or addressed to either party at such other address as such party shall hereafter furnish by notice to the other party as above provided. 11 Council Packet Page Number 195 of 336 G4, Attachment 6 b. Binding Effect; Waiver. The provisions of this Agreement shall inure to the benefit of and be binding upon the Borrower and the City and their respective successors and assigns. No delay on the part of the City in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege constitute such waiver nor exhaust the same, which shall be continuing. The rights and remedies of the City specified in this Agreement shall be in addition to and not exclusive of any other right and remedies which the City, by operation of law, would otherwise have. c. Survival of Agreements, Representations and Warranties. All agreements, representations and warranties made in this Agreement by the Borrower shall survive its termination. d. Governing Law. This Agreement and the attachments are to be construed and enforced according to and governed by the laws of Minnesota. e. Counterparts, Electronic Signatures. This Agreement may be executed in any number of counterparts, all of which shall constitute a single agreement, any one of which bearing signatures of all parties shall be deemed an original. An electronic or facsimile signature is deemed to be the same as an original signature. f. Time. Time is of the essence in the performance of this Agreement. g. Entire Agreement. This Agreement contains the entire agreement of the parties hereto on the matters covered herein. No other agreement, statement or promise made by either party or by any employee, officer or agent of either party hereto that is not in writing and signed by both parties to this Agreement shall be binding. h. No Joint Venture. The relationship between the City and the Borrower is solely that of grantor and grantee and the relationship by and between the City and the Borrower is not, nor shall it be deemed to create, a partnership or joint venture in the Project. i. Venue. All matters whether sounding in tort or in contract, relating to the validity, construction, performance, or enforcement of this Agreement shall be controlled by and determined in accordance with the laws of Minnesota, and the Borrower agrees that all legal actions initiated by the Borrower with respect to or arising from any provision contained in this Agreement shall be initiated, filed and venued exclusively in District Court in Ramsey County, Minnesota. j. Attorneys’ Fees and Expenses. In the event the Borrower should default under any of the provisions of this Agreement and the City should employ attorneys or incur other expenses for the collection of amounts due hereunder or the enforcement of performance of any obligation or agreement on the part of the Borrower, the Borrower will on demand pay to the City the reasonable fee of such attorneys and such other expenses so incurred, but only in the event the City prevails in pursuing such claims. 12 Council Packet Page Number 196 of 336 G4, Attachment 6 k. Assignment. This Agreement may not be assigned by the Borrower without the prior written consent of City, which consent shall be in the sole discretion of the City. (The remainder of this page is intentionally left blank.) 13 Council Packet Page Number 197 of 336 G4, Attachment 6 IN WITNESS WHEREOF, the parties have caused this Loan Agreement to be executed the day and year first above written. GLADSTONE CROSSING LIMITED PARTNERSHIP, a Minnesota limited partnership By: Gladstone Crossing GP LLC, a Minnesota limited liability company Its: General Partner By: Name: Chris LaTondresse Title: President Dated: 14 Council Packet Page Number 198 of 336 G4, Attachment 6 CITY OF MAPLEWOOD, MINNESOTA By Marylee Abrams, Mayor Dated: By Michael Sable, City Manager Dated: 15 Council Packet Page Number 199 of 336 G4, Attachment 6 EXHIBIT A LEGAL DESCRIPTION OF REDEVELOPMENT PROPERTY The Redevelopment Property is legally described as follows: A-1 Council Packet Page Number 200 of 336 G4, Attachment 6 EXHIBIT B GRANT AGREEMENT B-1 Council Packet Page Number 201 of 336 G4, Attachment 6 EXHIBIT C DISBURSEMENT REQUEST FORM City of Maplewood 1830 County Road B E Maplewood, MN 55109 Attn: City Manager The undersigned, Gladstone Crossing Limited Partnership, a Minnesota limited partnership (the “Borrower”), pursuant to that certain Loan Agreement, dated as __________________ (the “Loan Agreement”), between the City of Maplewood, Minnesota (the “City”), and the Borrower, hereby requests payment of the expenses listed on the attached Expense Listing. The total amount to be disbursed for this draw is $_________________. In connection with this draw, the undersigned hereby represents as follows: a. each obligation listed in the attached Exhibit A has been incurred and is a Project Cost related to the Grant-Eligible Activities, b. no license or permit necessary for construction of the Grant-Eligible Activities previously issued has been revoked or the issuance thereof subjected to challenge before any court of other governmental authority having or asserting jurisdiction thereover; c. no event has occurred and is continuing which, but for the giving of notice, the expiration of any cure period, or both, would constitute an event of default under the Loan Agreement or the Grant Agreement; d. all funds of the Borrower’s match, if any, have been fully disbursed for the payment of Project Costs; and e. ______% of the Grant-Eligible Activities have been completed. Gladstone Crossing Limited Partnership Approved: By: Gladstone Crossing GP LLC CITY OF MAPLEWOOD, MINNESOTA Its: General Partner By By: ____________________________ Its City Manager Name: Chris LaTondresse Its: President C-1 Council Packet Page Number 202 of 336 G4, Attachment 6 Exhibit A Expense Listing Expense Description Amount C-A-1 Council Packet Page Number 203 of 336 G4, Attachment 7 NOTE (LCDA) $1,000,000 Maplewood, Minnesota ______________, 2026 FOR VALUE RECEIVED, the undersigned (herein called the “Borrower”), promises to pay to the order of the City of Maplewood, a municipal corporation under the laws of Minnesota, or its assigns (the “Lender”), the sum of $1,000,000 (the “Loan”). Said sum was made available to the Borrower pursuant to the terms of a Loan Agreement of even date herewith (the “Loan Agreement”) between the Lender and the Borrower to enable the Borrower to undertake the development of the Grant-Eligible Activities (as defined in the Loan Agreement) on Property (as defined in the Loan Agreement) located in the City of Maplewood, Minnesota. 1. This Note shall not bear interest. 2. The principal of the Loan shall be due and payable in one lump sum on the earliest of: (a) December 31, 2075, (b) the sale of any portion of the Property by the Borrower without the Lender’s prior written consent, or (c) the Borrower’s default under the Loan Agreement or Combination Mortgage and Security Agreement of even date herewith (the “Mortgage”) from the Borrower to the Lender (the “Maturity Date”), at which time all unpaid principal and sums paid or advanced by the Lender is due and payable. This Note may also be required to be repaid in whole or in part in accordance with Article IX of the Loan Agreement. The Note may be prepaid at any time without penalty. 3. If suit is instituted by Lender, or its successors or assigns, to recover on this Note, the Borrower agrees to pay all costs of such collection actually incurred, including reasonable attorneys’ fees and court costs. If this Note be reduced to judgment, such judgment shall bear the lawful interest rate pertaining to judgments, but not to exceed six percent (6%) per annum. 4. The Borrower hereby waives presentment, demand, protest and notice of demand, protest and nonpayment of this Note. 5. This Note is given pursuant to the Loan Agreement and the Mortgage delivered by the Borrower. If either the Loan Agreement or the Mortgage is found to be invalid for whatever reason, such invalidity shall constitute an Event of Default hereunder. This Note is secured by the Mortgage and such Mortgage describes the rights of the Lender as to the acceleration of the indebtedness evidenced by this Note. All of the agreements, conditions, covenants, provisions, and stipulations contained in the Loan Agreement, the Mortgage, or any other instrument securing this Note are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein. It is agreed that time is of the essence of this Note. If an Event of Default occurs under the Loan Agreement, the Mortgage, or any other instrument securing this Note, then the Lender may at its right and option, without notice, declare immediately due and payable the principal Council Packet Page Number 204 of 336 G4, Attachment 7 balance of this Note and sums paid or advanced by the Lender, together with reasonable attorneys’ fees and expenses incurred by the Lender in collecting or enforcing payment hereof, whether by lawsuit or otherwise, and all other sums due hereunder or any instrument securing this Note. 6. The remedies of the Lender as provided herein and in the Loan Agreement, the Mortgage, or any other instrument securing this Note shall be cumulative and concurrent and may be pursued singly, successively, or together, and, at the sole discretion of the Lender, may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. The Lender shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Lender and then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. This Note may not be amended, modified, or changed except only by an instrument in writing signed by the party against whom enforcement of any such amendment, modifications, or change is sought. 7. If any term of this Note, or the application thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Note, or the application of such term to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby, and each term of this Note shall be valid and enforceable to the fullest extent permitted by law. 8. This Note shall be governed by and construed in accordance with the laws of Minnesota. 9. Neither the Borrower nor any partner shall have any personal liability for the Borrower’s obligations hereunder, it being recognized by the Lender the obligations of the Borrower hereunder are non-recourse obligations and that the remedies of the Lender are limited to the collateral security provided in connection with the Loan. 10. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts, and things required to exist, happen, and be performed precedent to or in the issuance of this Note do exist, have happened, and have been performed in regular and due form as required by law. (The remainder of this page is intentionally left blank.) 2 Council Packet Page Number 205 of 336 G4, Attachment 7 IN WITNESS WHEREOF, this Note has been duly executed by the undersigned as of the date and year first written above. GLADSTONE CROSSING LIMITED PARTNERSHIP, a Minnesota limited partnership By: Gladstone Crossing GP LLC, a Minnesota limited liability company Its: General Partner By: Name: Chris LaTondresse Title: President s Council Packet Page Number 206 of 336 G4, Attachment 8 COMBINATION MORTGAGE AND SECURITY AGREEMENT (LCDA) THIS MORTGAGE SECURES A LOAN MADE UNDER AN AFFORDABLE HOUSING PROGRAM BY A STATE OR LOCAL GOVERNMENT AGENCY, AND AS SUCH IS EXEMPT FROM MORTGAGE REGISTRATION TAX PURSUANT TO MINNESOTA STATUTES, SECTION 287.04(6). THIS COMBINATION MORTGAGE AND SECURITY AGREEMENT (hereinafter referred to as the “Mortgage”) is made and given as of the ___ day of ___________, 2026, by Gladstone Crossing Limited Partnership, a Minnesota limited partnership (the “Mortgagor”), in favor of the City of Maplewood, a municipal corporation under the laws of Minnesota (the “Mortgagee”). RECITALS: WHEREAS, the Mortgagor hereby mortgages and conveys to the Mortgagee the real property and improvements situated in the County of Ramsey, State of Minnesota, and legally described on Exhibit A attached hereto and made a part hereof, the leases and rents with respect to the real property and improvements and all personal property and equipment, and all products and proceeds thereof owned by Mortgagor and used in the operation of the Project (as defined in the hereinafter-described Loan Agreement) (herein, collectively the “Property”); and WHEREAS, this Mortgage, together with the Loan Agreement of even date herewith (the “Loan Agreement”) between the Mortgagor and the Mortgagee and all other documents securing the Loan as defined below (collectively, the “Loan Documents”) are given in consideration of and as security for the payment of $1,000,000 (the “Loan”), receipt of which is hereby acknowledged and which is made to enable the Mortgagor to complete the Grant-Eligible Activities (as defined in the Loan Agreement). The Loan is evidenced by a Note (the “Note”) in the amount of $1,000,000 executed by the Mortgagor, to the order of the Mortgagee, of even date herewith. The unpaid principal sum shall be due and payable by the Mortgagor in full on December 31, 2076 unless forgiven in accordance with the Note (the “Maturity Date”). \\ Council Packet Page Number 207 of 336 G4, Attachment 8 AGREEMENTS: NOW, THEREFORE, to secure (a) the due and punctual payment of principal on the Note and the obligations of the Mortgagor under the Loan Agreement and all renewals, extensions and modifications thereof any agreements or obligations issued in substitution therefore (provided the principal amount secured by this Mortgage shall not exceed $1,000,000) and (b) the performance of all the covenants and agreements of the Mortgagor herein, in the Loan Agreement and in any other agreement now or hereafter entered into between the Mortgagor and Mortgagee in connection with the Loan Agreement or the Grant-Eligible Activities contemplated therein (the payment and other obligations evidenced by the Loan Agreement, this Mortgage and all such other agreements are hereinafter collectively referred to as the “Indebtedness”), the Mortgagor does hereby mortgage, grant, bargain, sell, assign, transfer and convey unto the Mortgagee forever, with power of sale the following: I. All of the Mortgagor’s right, title and interest in and to the Property and the buildings, structures, other improvements, fixtures and personal property now standing or at any time hereafter constructed or placed upon the Property (the “Improvements”), including but not limited to (i) all building materials, supplies and equipment now or hereafter located on the Property and suitable or intended to be incorporated in any Improvements located or to be erected on the Property; (ii) all heating, plumbing and lighting apparatus, motors, engines and machinery, electrical equipment, incinerator apparatus, air-conditioning equipment, water and gas apparatus, pipes, faucets, and all other fixtures of every description which are now or may hereafter be placed or used upon the Property or in any of the Improvements now or hereinafter located thereon; (iii) all additions, accessions, increases, parts, fittings, accessories, replacements, substitutions, betterments, repairs and proceeds to and of any and all of the foregoing; (iv) all hereditaments, easements, appurtenances; estates, and other rights and interests now or hereafter belonging to or in any way pertaining to the Property or to any of the Improvements now or hereafter located thereof; and (v) all tangible personal property owned by the Mortgagor and now or at any time hereafter located on or relating to the Property. II. All rents, issues, profits, condemnation awards, revenues and income arising from the ownership, operation or sale of the Property and the Improvements and all proceeds and products thereof (herein collectively called “Revenues and Income”). To Have and To Hold the Property and the Improvements (together, the “Mortgaged Property”), and the Revenues and Income unto the Mortgagee forever; provided, nevertheless, that this Mortgage is granted upon the express condition that if the Mortgagor shall cause to be paid to the Mortgagee as and when due and payable the Indebtedness, and shall also keep and perform each and every covenant and agreement of the Mortgagor herein contained, then this Mortgage and the estate hereby granted shall cease and be and become void and shall be released of record at the expense of the Mortgagor; otherwise this Mortgage shall be and remain in full force and effect. 2 Council Packet Page Number 208 of 336 G4, Attachment 8 The Mortgagor represents, warrants and covenants to and with the Mortgagee that Mortgagor is lawfully seized of the Property and has good right and full power and authority to execute this Mortgage and to mortgage the Mortgaged Property; that the Mortgagor owns the Mortgaged Property free from all liens; security interests and encumbrances except as agreed to by the Mortgagee; that the Mortgagor will warrant and defend the title to the Mortgaged Property and the lien and priority of this Mortgage against all claims and demands of all persons whomsoever, whether now existing or hereafter arising, except (i) as agreed to by the Mortgagee, (ii) listed on Exhibit B attached hereto and made a part hereof, and (iii) the regulatory agreement or land use restriction agreement to be entered into relating to low-income housing tax credits (collectively, the “Permitted Encumbrances”). The covenants and warranties of this paragraph shall survive foreclosure of this Mortgage and shall run with the Property. The Mortgagor further covenants and agrees as follows: 1. Payment of the Indebtedness and Compliance with Other Agreements. (a) The Mortgagor will cause the principal on the Indebtedness to be duly and punctually paid in accordance with the terms of the Note, the Loan Agreement and this Mortgage, when and as due and payable. The provisions of the Note and Loan Agreement are hereby incorporated by reference into this Mortgage as fully as if set forth at length herein. (b) Mortgagor will duly and punctually perform each and every obligation under the Loan Agreement and any other agreement on or hereafter entered into by the Mortgagor and Mortgagee in connection with the Loan Agreement or the Grant-Eligible Activities contemplated therein. 2. Payment of Taxes, Assessments and Other Charges; Escrow. Subject to paragraph 6 relating to contests, the Mortgagor shall pay before a penalty might attach for nonpayment thereof, all taxes and assessments and all other charges whatsoever levied upon or assessed or placed against the Mortgaged Property, except that assessments may be paid in installments so long as no fine or penalty is added to any installment for the nonpayment thereof. The Mortgagor shall likewise pay all taxes, assessments and other charges, levied upon or assessed, placed or made against, or measured by, this Mortgage, or the recordation hereof, or the Indebtedness secured hereby, provided that the Mortgagor shall not be obliged to pay such tax, assessment or charge if such payment would be contrary to law or would result in the payment of an unlawful rate of interest on the Indebtedness secured hereby; and provided further that nothing herein contained shall be construed as requiring the Mortgagor to pay any net income, profits or revenues taxes of the Mortgagee. The Mortgagor shall promptly furnish to the Mortgagee all notices received by the Mortgagor of amounts due under this paragraph and shall furnish receipts evidencing such payments within ten (10) days after such payments are made. 3. Payment of Utility Charges. Subject to paragraph 6 relating to contests, the Mortgagor shall pay all charges made by utility companies, whether public or private, for electricity, gas, heat, water, or sewer, furnished or used in connection with the Mortgaged Property or any part thereof, and will upon written request of the Mortgagee, furnish proper receipts evidencing such payment. 3 Council Packet Page Number 209 of 336 G4, Attachment 8 4. Liens. Subject to paragraph 6 hereof relating to contests, the Mortgagor shall not create, incur or suffer to exist any lien, encumbrance or charge on the Mortgaged Property or Revenues and Income or any part thereof which may have priority over the lien hereof, other than the lien of current real estate taxes and installments of special assessments with respect to which no penalty is yet payable, and other than any lien granted in connection with the current financing secured by the Property including without limitation the Permitted Encumbrances. Subject to paragraph 6 relating to contests, the Mortgagor shall pay, when due, the claims of all persons supplying labor or materials to or in connection with the Mortgaged Property. 5. Compliance with Laws. Subject to paragraph 6 relating to contests, the Mortgagor shall comply with all present and future statutes, laws, rules, orders, regulations and ordinances affecting the Mortgaged Property, any part thereof or the use thereof. The Mortgagor shall not use or occupy nor permit the use and occupancy of the Property without a current Certificate of Occupancy issued by the City of Maplewood, Minnesota. 6. Permitted Contests. The Mortgagor shall not be required to (i) pay any tax, assessment or other charge referred to in paragraph 2 hereof, (ii) pay any charges referred to in paragraph 3 hereof, (iii) discharge or remove any lien, encumbrance or charge referred to in paragraph 4 hereof, or (iv) comply with any statute, law, rule, order, regulation or ordinance referred to in paragraph 5 hereof, so long as the Mortgagor shall (a) contest, in good faith, the existence, or the validity thereof, the amount of damages caused thereby or the extent of the Mortgagor’s liability therefor, by appropriate proceedings which shall operate during the pendency thereof to prevent (A) the collection of, or other realization upon the tax, assessment, charge or lien, encumbrance or charge so contested, (B) the sale, forfeiture or loss of the Mortgaged Property or any part thereof, and (C) any interference with the use or occupancy of the Mortgaged Property or any part thereof, and (b) shall give such security to the Mortgagee as may be reasonably demanded by the Mortgagee to insure compliance with the foregoing provisions of this paragraph 6. Mortgagor shall give prompt written notice to Mortgagee of the commencement of any contest referred to in this paragraph 6. 7. Insurance. The Mortgagor shall keep the improvements now existing or hereafter erected on the Mortgaged Property insured against loss by fire and any other hazards for which the Mortgagee requires insurance for full replacement value of the improvements. This insurance shall be maintained only in the amounts and for the periods as required under the terms of the Loan Agreement. If the Mortgagor fails to maintain coverage described above, the Mortgagee may, at the Mortgagee’s option, obtain coverage to protect the Mortgagee’s rights in the Mortgaged Property in accordance with paragraph 6. All insurance policies and renewals shall be reasonably acceptable to the Mortgagee and shall include a standard mortgage clause. If the Mortgagee requires, the Mortgagor shall promptly give to the Mortgagee all receipts of paid premiums and renewal notices. In the event of loss, the Mortgagor shall give prompt notice to the insurance carrier and the Mortgagee. The Mortgagee may make proof of loss if not made promptly by the Mortgagor. If the Mortgaged Property is acquired by the Mortgagee, the Mortgagor’s rights to any insurance policies and proceeds resulting from damage to the Mortgaged Property prior to the 4 Council Packet Page Number 210 of 336 G4, Attachment 8 acquisition shall pass to the Mortgagee to the extent of the sums secured by this Mortgage immediately prior to the acquisition. 8. Preservation and Maintenance of Mortgaged Property. The Mortgagor (i) shall keep the buildings and other Improvements hereafter erected as part of the Project on the Property in safe and good repair and condition, ordinary wear and tear and damage by insured casualty excepted (provided that the Mortgagor may proceed to demolish the existing buildings when vacant), (ii) shall reasonably maintain the parking and landscaped areas of the Mortgaged Property, (iii) shall not commit waste or permit impairment or deterioration of the Mortgaged Property, and (iv) shall not remove from the Property any of the fixtures and personal property included in the Mortgaged Property unless the same is immediately replaced with like property of at least equal value and utility (provided that Mortgagor may proceed to demolish and remove all existing personal property and fixtures located on the Property). 9. Inspection. The Mortgagee, or its agents, shall have the right at all reasonable times, to enter upon the Mortgaged Property for the purposes of inspecting the Mortgaged Property or any part thereof. The Mortgagee shall, however, have no duty to make such inspection. 10. Protection of Mortgagee’s Security. Subject to the rights of the Mortgagor under paragraph 6 hereof, if the Mortgagor fails to perform any of the covenants and agreements contained in this Mortgage or if any action or proceeding is commenced which affects the Mortgaged Property or the interest of the Mortgagee therein, or the title thereto, then the Mortgagee, at the Mortgagee’s option, upon advance written notice to the Mortgagor, may perform such covenants and agreements, defend against and/or investigate such action or proceeding, and take such other action as the Mortgagee deems necessary to protect the Mortgagee’s interest. The Mortgagee shall be the sole judge of the legality, validity and priority of any claim, lien, encumbrance, tax assessment, charge and premium paid by it and of the amount necessary to be paid in satisfaction thereof. The Mortgagee is hereby given the irrevocable power of attorney (which power is coupled with an interest and is irrevocable) effective upon the occurrence of an Event of Default, to enter upon the Mortgaged Property as the Mortgagor’s agent in the Mortgagor’s name to perform any and all covenants and agreement to be performed by the Mortgagor as herein provided. Any amounts disbursed or incurred by the Mortgagee pursuant to this paragraph 10 shall become additional Indebtedness of the Mortgagor secured by this Mortgage. Unless the Mortgagor and the Mortgagee agree in writing to other terms of repayment, such amounts shall be immediately due and payable. The Mortgagee shall, at its option, be subrogated to the lien of any mortgage or other lien discharged in whole or in part by the Indebtedness or by the Mortgagee under the provisions hereof, and any such subrogation rights shall be additional and cumulative security for this Mortgage. Nothing contained in this paragraph 10 shall require the Mortgagee to incur any expense or do any act hereunder, and the Mortgagee shall not be liable to the Mortgagor for any damages or claims arising out of action taken by the Mortgagee pursuant to this paragraph 10. 11. Condemnation. (a) The Mortgagor hereby irrevocably assigns to the Mortgagee any award or payment which becomes payable by reason of any taking of the Mortgaged Property, or any part thereof, whether directly or indirectly or temporarily or permanently, in or by condemnation or other eminent domain proceedings or by reason of sale under threat 5 Council Packet Page Number 211 of 336 G4, Attachment 8 thereof, or in anticipation of the exercise of the right of condemnation or other eminent domain proceedings (hereinafter called “Taking”). Forthwith upon receipt by Mortgagor of notice of the institution of any proceeding or negotiations for a Taking, the Mortgagor shall give notice thereof to the Mortgagee. The Mortgagee may appear in any such proceedings and participate in any such negotiations and may be represented by counsel. The Mortgagor, notwithstanding that the Mortgagee may not be a party to any such proceeding, will promptly give to the Mortgagee copies of all notices, pleadings, judgments, determinations, and other papers received by the Mortgagor therein. The Mortgagor will not enter into any agreement permitting or consenting to the Taking of the Mortgaged Property, or any part thereof, or providing for the conveyance thereof in lieu of condemnation, with anyone authorized to acquire the same in condemnation or by eminent domain unless the Mortgagee shall first have consented thereto in writing, which consent will not be unreasonably withheld. All Taking awards shall be adjusted jointly by the Mortgagor and the Mortgagee. All awards payable as a result of a Taking shall be paid to the Mortgagee, which may, at its option, apply them after first deducting the Mortgagee’s expenses incurred in the collection thereof, to the payment of the Indebtedness, whether or not due and in such order of application as the Mortgagee may determine, or to the repair or restoration of the Mortgaged Property, in such manner as the Mortgagee may determine. Any application of Taking awards to principal of the Indebtedness shall not extend or postpone the due date of any installments payable under the Indebtedness or change the amount of such installments. (b) If the Taking involves a taking of any building or other Improvements now or hereafter located on the Property, the Mortgagor shall proceed, with reasonable diligence, to demolish and remove any ruins and complete repair or restoration of the Mortgaged Property as nearly as possible to its size, type and character immediately prior to the Taking, but only to the extent that the condemnation awards are available or adequate to complete such repair or restoration. (c) The Mortgagor shall promptly reimburse the Mortgagee upon demand for all of the Mortgagee’s expense, including reasonable attorneys’ fees, incurred in the collection of awards. 12. Information; Books and Records. The Mortgagor will prepare or cause to be prepared at the Mortgagor’s expense and deliver to the Mortgagee immediately upon becoming aware of the existence of any condition or event which constitutes, or which after notice or lapse of time or both would constitute, an Event of Default, written notice specifying the nature and period of existence thereof and what action the Mortgagor has taken, is taking or proposes to take with respect thereto. The Mortgagor shall keep and maintain at all times at the Mortgagor’s address stated below or at such other place as the Mortgagee may approve in writing, complete and accurate books of accounts and records in sufficient detail to correctly reflect the receipts and expenses in connection with the acquisition, construction, operation and/or sale of the Mortgaged Property and copies of all written contracts, leases and other instruments which affect the Mortgaged Property. Such books, records, contracts, leases and other instruments shall be subject to examination and inspection by the Mortgagee or its representative during ordinary business hours. 6 Council Packet Page Number 212 of 336 G4, Attachment 8 13. Indemnification by the Mortgagor. The Mortgagor shall bear all loss, expense (including reasonable attorneys’ fees) and damage in connection with, and agrees to indemnify and hold harmless the Mortgagee and its agents, servants and employees (the “Indemnified Parties”) from, all claims, demands and judgments made or recovered against the Indemnified Parties because of bodily injuries, including death at any time resulting therefrom, and/or because of damages to property of the Mortgagee or others (including loss of use) from any cause whatsoever, arising out of, incidental to, or in connection with the construction and/or operation of the Improvements prior to appointment of a receiver or foreclosure of this Mortgage or arising by reason of the presence of hazardous or toxic substances on the Property or in the Improvements or releases thereof from the Mortgaged Property, whether or not due to any act of omission or commission, including negligence of the Mortgagor or the Mortgagor’s employee, servants or agents. The Mortgagor’s liability hereunder shall not be limited to the extent of insurance carried by or provided by the Mortgagor or subject to any exclusion from coverage in any insurance policy. The obligations of the Mortgagor under this paragraph shall survive the payment of the Note; provided, however, that Mortgagor shall not be required to indemnify, defend, and hold harmless the Indemnified Parties from and against any of the foregoing if such claims, demands, losses, expenses, and/or judgements made or recovered against or suffered by the Indemnified Parties are the result of the gross negligence of intentional misconduct of such Indemnified Parties. 14. Security Interest. This Mortgage shall constitute a security agreement with respect to (and the Mortgagor hereby grants the Mortgagee a security interest in) the tangible personal property and fixtures included in the Mortgaged Property, as more particularly described in Granting Clause I of this Mortgage, and the Revenues and Income, as more particularly described in Granting Clause II. The Mortgagor will from time to time, at the request of the Mortgagee, execute any and all financing statements covering such personal property and fixtures (in a form satisfactory to the Mortgagee) which the Mortgagee may reasonably consider necessary or appropriate to perfect its interest. 15. Events of Default. Each of the following occurrences shall constitute an event of default hereunder (herein called an “Event of Default”): (a) The Mortgagor shall fail to duly and punctually pay any obligation payable under the Note or Loan Agreement which is not cured within ten (10) business days after written notice from the Mortgagee. (b) The Mortgagor shall fail duly to perform or observe any of the covenants or agreements contained in this Mortgage (other than default in the performance, or breach, of any covenant of the Mortgagor in paragraph 1(a) hereof) and such failure shall continue for a period of 60 days after the Mortgagee has given written notice to the Mortgagor specifying such default or breach. (c) The Mortgagor shall make assignment for the benefit of the Mortgagor’s creditors, or shall admit in writing the Mortgagor’s inability to pay the Mortgagor’s debts as they become due, or shall file a petition in bankruptcy, or shall become or be adjudicated bankrupt or insolvent, however defined, or shall file a petition seeking any reorganization, dissolution, liquidation, arrangement, composition, readjustment or similar relief under any present or future bankruptcy or insolvency statute, law or regulation or shall file an answer 7 Council Packet Page Number 213 of 336 G4, Attachment 8 admitting to or not contesting the material allegations of petition filed against the Mortgagor in such proceedings, or shall not, within 90 days after the filing of such petition against the Mortgagor, have same dismissed or vacated, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of a material part of the Mortgagor’s properties or of the Mortgaged Property or shall not, within 90 days after the appointment, without the Mortgagor’s consent or acquiescence, of a trustee, receiver or liquidator of any material part of the Mortgagor’s properties or of the Mortgaged Property, have such appointment vacated. (d) An Event of Default under the Loan Agreement (as defined in the Loan Agreement) or Note shall have occurred and be continuing or the Mortgagor shall be in default under any other agreement now or hereafter entered into by the Mortgagor and the Mortgagee in connection with the Loan Agreement or the Grant-Eligible Activities contemplated therein after expiration of any applicable cure periods. 16. Remedies. Whenever any Event of Default shall have occurred and be continuing, the Mortgagee may, at its option, exercise one or more of the following rights and remedies (and/or any other rights and remedies available to it), subject to the rights of the Senior Lender (hereinafter defined) pursuant to the terms and conditions of the Subordination Agreement (hereinafter defined): (a) The Mortgagee may, by written notice to the Mortgagor, declare immediately due and payable all Indebtedness secured by this Mortgage, and the same shall thereupon be immediately due and payable, without further notice or demand. (b) The Mortgagee shall have and may exercise with respect to all personal property and fixtures which are part of the Mortgaged Property and with respect to the Revenues and Income all the rights and remedies accorded upon default to a secured party under the Uniform Commercial Code, as in effect in Minnesota. If notice to the Mortgagor of the intended disposition of such property is required by law in a particular instance, such notice shall be deemed commercially reasonable if given to the Mortgagor in the manner specified in paragraph 20 at least ten (10) calendar days prior to the date of intended disposition. The Mortgagor shall pay on demand all costs and expenses incurred by the Mortgagee in exercising such rights and remedies, including without limitation, reasonable attorneys’ fees and legal expenses. (c) The Mortgagee may (and is hereby authorized and empowered to) foreclose this Mortgage by action or advertisement, pursuant to the statutes of Minnesota in such case made and provided, power being expressly granted to sell the Mortgaged Property at public auction and convey the same to the purchaser in fee simple the Mortgagor’s interest in the Property at the time of such sale and, out of the proceeds arising from such sale, to pay all Indebtedness secured hereby, and all legal costs and charges of such foreclosure and the maximum attorneys’ fees permitted by law, which costs, charges and fees the Mortgagor agree to pay. THE MORTGAGOR HEREBY CONSENTS TO AND ACKNOWLEDGES THE RIGHT OF THE MORTGAGEE, AT MORTGAGEE’S OPTION, TO ACT TO FORECLOSE THIS 8 Council Packet Page Number 214 of 336 G4, Attachment 8 MORTGAGE BY ACTION OR ADVERTISEMENT PURSUANT TO MINNESOTA STATUTES, CHAPTER 580 OR 581. A POWER OF SALE BEING HEREIN EXPRESSLY GRANTED WHICH SHALL ALLOW THE MORTGAGEE TO SELL AT PUBLIC AUCTION AFTER SERVICE OF NOTICE THEREOF UPON THE OCCUPANT OF THE MORTGAGED PROPERTY, THE MORTGAGOR ACKNOWLEDGES THAT SUCH SERVICE NEED NOT BE MADE ON THE MORTGAGOR PERSONALLY UNLESS THE MORTGAGOR IS AN OCCUPANT OF THE MORTGAGED PROPERTY AND THAT NO HEARING IS REQUIRED IN CONNECTION WITH THE SALE. MORTGAGOR EXPRESSLY WAIVES ANY AND ALL RIGHTS TO PRIOR NOTICE OF SALE AND ANY AND ALL RIGHTS TO PRIOR HEARING IN CONNECTION WITH THE SALE. OUT OF THE PROCEEDS OF SUCH SALE THE PRINCIPAL AMOUNT OF THE LOAN SHALL BE PAID TOGETHER WITH ALL LEGAL COSTS AND CHARGES OF FORECLOSURE WITH MAXIMUM ATTORNEYS’ FEES PERMITTED BY LAW. (d) The Mortgagee shall be entitled, without notice and without any showing of waste of the Mortgaged Property, inadequacy of the Mortgaged Property as security for the Indebtedness, or insolvency of the Mortgagor, to the appointment of a receiver of the rents and profits of the Mortgaged Property, including those past due. (e) The Mortgagee may pursue one or more of the remedies provided for in the Loan Agreement or any other agreement now or hereafter entered into between the Mortgagor and the Mortgagee in connection with the Loan Agreement or the Grant- Eligible Activities contemplated herein. 17. Estoppel Certificate. The Mortgagor agrees at any time and from time to time, upon not less than 15 days’ prior notice by the Mortgagee, to execute, acknowledge and deliver, without charge, to the Mortgagee or to any person designated by the Mortgagee, a statement in writing certifying, to the best of its knowledge, that this Mortgage is unmodified (or if there have been modifications, identifying the same by the date thereof and specifying the nature thereof), the principal amount then secured hereby, that the Mortgagor has not received any notice of default or notice of acceleration or foreclosure of this Mortgage (or if the Mortgagor has received such a notice, that it has been revoked, if such be the case), that to the knowledge of the Mortgagor no Event of Default exists hereunder (or if any such Event of Default does exist, specifying the same and stating that the same has been cured, if such be the case), the Mortgagor to the Mortgagor’s knowledge have no claims or offsets against the Mortgagee (or if the Mortgagor have any such claims, specifying the same), and the dates to which the principal and the other sums and charges payable by the Mortgagor pursuant to the Loan Agreement have been paid. In the event the Mortgagor fails to execute, acknowledge and deliver such statement within the time above required, the Mortgagor hereby appoint and constitute the Mortgagee as the Mortgagor’s attorney- in-fact to do so (which power of attorney is coupled with an interest and is irrevocable), the Mortgagor shall be fully bound by any such statement executed by the Mortgagee on the Mortgagor’s behalf to the same extent as if the Mortgagor had executed, acknowledged and delivered the same. The Mortgagee agrees to provide statements of the principal balance payable pursuant to the Note from time to time upon request of the Mortgagor. 18. Forbearance Not a Waiver, Rights and Remedies Cumulative. No delay by the Mortgagee in exercising any right shall be deemed a waiver of or preclude the exercise of such 9 Council Packet Page Number 215 of 336 G4, Attachment 8 right or remedy, and no waiver by the Mortgagee of any particular provision of this Mortgage shall be deemed effective unless in writing signed by the Mortgagee. All such rights and remedies provided for herein or which the Mortgagee may have otherwise, at law or in equity, shall be distinct, separate and cumulative and may be exercised concurrently, independently or successively in any order whatsoever, and as often as the occasion therefor arises. The Mortgagee’s taking action pursuant to paragraph 10 or receiving proceeds, awards or damages pursuant to paragraph 7 or 11 shall not impair any right or remedy available to the Mortgagee under paragraph 16 hereof. Acceleration of maturity of the Indebtedness, once claimed hereunder by the Mortgagee, may, at the option of Mortgagee, be rescinded by written acknowledgment to that effect by the Mortgagee, but the tender and acceptance of partial payments alone shall not in any way affect or rescind such acceleration of maturity of the Indebtedness. 19. Successors and Assigns Bound; Number; Gender; Agents; Captions. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective heirs, legal representatives, successors and assignees of the Mortgagee and the Mortgagor. Wherever used, the singular number shall include the plural, and the plural the singular, and the use of any gender shall apply to all genders. In exercising any rights hereunder or taking any actions provided for herein, the Mortgagee may act through its employees, agents or independent contractor as authorized by Mortgagee. The captions and headings of the paragraphs of this Mortgage are for convenience only and are not to be used to interpret or define the provisions hereof. 20. Notice. Any notice from the Mortgagee to the Mortgagor under this Mortgage shall be deemed to have been given by the Mortgagee and received by the Mortgagor when mailed by certified mail by the Mortgagee or its agents to the Mortgagor at the address set forth in paragraph 26(a) below or at such other address as the Mortgagor may designate in writing to the Mortgagee. 21. Governing Law; Severability. This Mortgage shall be governed by the laws of Minnesota. In the event that any provision or clause of this Mortgage conflicts with applicable law, such conflict shall not affect other provisions of this Mortgage which can be given effect without the conflicting provisions and to this end the provisions of the Mortgage are declared to be severable. 22. Counterparts. This Mortgage may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 23. Waiver of Marshaling. Subject to the rights of the senior lenders, the Mortgagor, any party who consents to this Mortgage, and any party who now of hereafter acquires a lien on the Mortgaged Property and who has actual or constructive notice of this Mortgage hereby waives any and all right to require the marshaling of assets in connection with the exercise of any of the remedies permitted by applicable law or provided herein and waives any right to have the Mortgaged Property sold in separate tracts pursuant to Minnesota Statutes, Section 580.08. 24. Construction Mortgage. This Mortgage secures an obligation incurred for the construction of an improvement on land and is a construction mortgage. 10 Council Packet Page Number 216 of 336 G4, Attachment 8 25. Application of Rents. Notwithstanding anything to the contrary herein, all Rents collected by the Mortgagee or any receiver each month shall be applied as determined by Mortgagor, or as otherwise determined by applicable law. 26. Fixture Filing. From the date of its recording, this Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all goods constituting part of the Mortgaged Property (as more particularly described in Granting Clause I of this Mortgage) which are or are to become fixtures related to the real estate described herein. For this purpose, the following information is set forth: (a) Name and Address of the Mortgagor: Gladstone Crossing Limited Partnership 2610 University Ave. W., Suite 100 St. Paul, MN 55114 Attn: President With a copy to: Hust Law 5021 Vernon Ave. S., #298 Minneapolis, MN 55436 Attn: Bridget A. Hust (b) Name and Address of the Mortgagee: City of Maplewood 1830 County Road B E Maplewood, MN 55109 Attn: City Manager With a copy to: Kennedy & Graven, Chartered 150 South Fifth Street, Suite 700 Minneapolis, MN 55402 Attention: Ronald H. Batty (c) Name and Address of the Limited Partner: ___________________________ ___________________________ ___________________________ ___________________________ ___________________________ With a copy to: ___________________________ ___________________________ ___________________________ 11 Council Packet Page Number 217 of 336 G4, Attachment 8 ___________________________ This document covers goods which are or are to become fixtures. 27. Additional Provisions. (a) The Mortgagee agrees, notwithstanding any other provision herein to the contrary, that in the event of a foreclosure of the Property, that no tenant may be evicted or tenancy terminated (other than for good cause), and the rent on no apartment unit may be increased, for the three year period following foreclosure if such eviction, termination of tenancy or increase in rent would be contrary to the provisions of Section 42(h)(6)(E) of the Internal Revenue Code of 1986, as amended. This Mortgage is expressly subordinate to this provision. (b) This Mortgage and the Note shall be construed according to the laws of Minnesota. (c) In the event of any fire or other casualty to the Project or eminent domain proceedings resulting in condemnation of the Project or any part hereof, the Mortgagor shall have the right to rebuild the Project, and to use all available insurance or condemnation proceeds therefor, provided that no material default then exists under the Loan Documents. If the casualty or condemnation affects only part of the Project and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial repayment of the Loan in a manner that provides adequate security to the Mortgagee for repayment of the remaining balance of the Loan. (d) The Mortgagor will permit the Mortgagee’s authorized representatives to enter the Property at all times during normal business hours for the purpose of inspecting the same; provided the Mortgagee shall have no duty to make such inspections and shall not incur any liability or obligation for making or not making any such inspections. (e) The Mortgagor hereby agrees to defend, indemnify, and hold harmless Mortgagee from and against any and all claims, losses, damages, liabilities, costs, and expenses, including without limitation reasonable attorneys’ fees, incurred by the Mortgagee as a result of any hazardous materials or substances which are on the Property in violation of applicable environmental laws at any time during which the Mortgagor shall be in custody or control of the Property. This indemnification shall remain in full force and effect and shall survive the repayment of the Loan and the exercise of any remedy by the Mortgagee hereunder including a foreclosure of the Mortgage or the acceptance of a deed in lieu of foreclosure. (f) The Mortgagor shall have the right and privilege, but not the obligation, to borrow additional funds and to further encumber the security and collateral given and pledged to the Mortgagee hereunder at any time, from time to time, and as often as the 12 Council Packet Page Number 218 of 336 G4, Attachment 8 Mortgagor shall determine, but only with the prior written consent of the Mortgagee, which consent shall not be unreasonably withheld, delayed and conditioned, except for the Permitted Encumbrances set forth in Exhibit B. (g) If the Mortgagor fails to perform any of the covenants and agreements contained in this Mortgage, subject to any applicable cure periods, or if any action or proceeding is commenced which effects the Property or the interest of the Mortgagee therein, or the title thereto, then the Mortgagee, at Mortgagee’s option, upon 60 days advance written notice to the Mortgagor, may perform such covenants and agreements to defend against and/or investigate such action or proceeding, and take such other action as the Mortgagee deems necessary to protect the Mortgagee’s interest. The Mortgagee shall be the sole judge of the legality, validity and priority of any claim, lien, encumbrance, tax assessment, charge and premium paid by it and of the amount necessary to be paid in satisfaction thereof. The Mortgagee is hereby given the irrevocable power of attorney (which power is coupled with an interest and is irrevocable) effective 60 days after written notice, to enter upon the Property as the Mortgagor’s agent in the Mortgagor’s name to perform any and all covenants and agreements to be performed by the Mortgagor as herein provided. Any amounts disbursed or incurred by the Mortgagee pursuant to this paragraph shall become additional indebtedness of the Mortgagor secured by this Mortgage. Unless the Mortgagor and the Mortgagee agree in writing to other terms of repayment, such amounts shall be immediately due and payable. The Mortgagee shall, at its option, be subrogated to the lien of any mortgage or other lien discharged in whole or in part by the indebtedness or by the Mortgagee under the provisions hereof, and any such subrogation rights shall require the Mortgagee to incur any expense or do any act hereunder, and the Mortgagee shall not be liable to the Mortgagor for any damages or claims arising out of action taken by the Mortgagee pursuant to this paragraph. THE MORTGAGOR ACKNOWLEDGES THAT THIS IS A LEGAL DOCUMENT AND THAT BEFORE SIGNING THE MORTGAGOR HAS FULLY UNDERSTOOD THE TERMS AND CONDITIONS HEREIN, AND THE RIGHTS WAIVED HEREBY AND THE EFFECT OF SUCH WAIVER OR HAS SOUGHT LEGAL COUNSEL TO EXPLAIN SUCH TERMS AND CONDITIONS, RIGHTS AND THE WAIVER OF SUCH RIGHTS. (The remainder of this page is intentionally left blank.) 13 Council Packet Page Number 219 of 336 G4, Attachment 8 IN WITNESS WHEREOF, the Mortgagor has caused this Mortgage to be duly executed as of the day and year first above written. GLADSTONE CROSSING LIMITED PARTNERSHIP, a Minnesota limited partnership By: Gladstone Crossing GP LLC, a Minnesota limited liability company Its: General Partner By: Name: Chris LaTondresse Title: President STATE OF MINNESOTA ) ) ss COUNTY OF __________________) The foregoing instrument was acknowledged before me this _____ day of _______________, 2026 by Chris LaTondresse, the President of Gladstone Crossing GP LLC, a Minnesota limited liability company, the General Partner of Gladstone Crossing Limited Partnership, a Minnesota limited partnership, on behalf of the limited partnership. ___________________________________ Notary Republic This document drafted by: Hust Law 5021 Vernon Ave. S., #298 Minneapolis, MN 55436 S-1 Council Packet Page Number 220 of 336 G4, Attachment 8 EXHIBIT A LEGAL DESCRIPTION A-1 Council Packet Page Number 221 of 336 G4, Attachment 8 EXHIBIT B PERMITTED ENCUMBRANCES To be completed upon Council Packet Page Number 222 of 336 G4, Attachment 9 LOAN AGREEMENT (TBRA) THIS LOAN AGREEMENT (the “Agreement”) is made and entered into as of this ___ day of ____________, 2026 (the “Effective Date”), between the City of Maplewood, a municipal corporation under the laws of Minnesota (the “City”), and Gladstone Crossing Limited Partnership, a Minnesota limited partnership (the “Borrower”). The Effective Date is the date this Agreement is executed by the second party to sign. WITNESSETH: WHEREAS, the Borrower has acquired and intends to redevelop the property located at 1375 Frost Avenue in the City and legally described in Exhibit A attached hereto (the “Redevelopment Property”) and construct thereon a multifamily residential rental development consisting of 40 units meeting certain affordability levels (the “Project”); and WHEREAS, to assist with the costs of the Project, the City, on behalf of the Borrower, applied for and received a Tax Base Revitalization Account (“TBRA”) grant in the total sum of $196,100 (the “TBRA Grant”) from the Metropolitan Council (the “Council”); and WHEREAS, on _____________________, the Council and the City entered into a Metropolitan Council Tax Base Revitalization Account, Contamination Cleanup Grant Program (the “Grant Agreement”), with an expiration date of December 31, 2026, as may be extended pursuant to Section 5.03 of the Grant Agreement, as more specifically described herein and which is attached hereto as Exhibit B; and WHEREAS, the proceeds of the TBRA Grant may be used for eligible project activities of the Project to be constructed on the Redevelopment Property and as further described in the Grant Agreement (the “Grant-Eligible Activities”); and WHEREAS, the City desires to loan the proceeds of the TBRA Grant in the principal amount of $196,100 he Borrower (the “Loan”) to provide financing for a portion of the Grant- Eligible Activities with respect to the construction of the Project on the Redevelopment Property; and WHEREAS, the City believes that the development of the Project, and fulfillment generally of this Agreement, are in the vital and best interests of the City and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable Minnesota and local laws and requirements under which the Project has been undertaken and is being assisted; and WHEREAS, the City and the Borrower desire to enter into this Agreement for the purpose of setting forth their respective responsibilities with respect to the Loan. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 1 Council Packet Page Number 223 of 336 G4, Attachment 9 ARTICLE I DEFINITIONS As used in this Agreement, the following terms shall have the following meaning: Borrower Documents: any and all documents and instruments in connection with the Project as reasonably requested by the City. Disbursement Request Form: the form, substantially in the form attached hereto as Exhibit C, to be submitted to the City when a disbursement of the Loan is requested and which is referred to in Article VII hereof, together with such other request forms as may be reasonably required from the Council and the City. Grant Agreement: the Metropolitan Council Grant Agreement Tax Base Revitalization Account, Contamination Cleanup Grant Program No. SG-19905 between the Council and the City for the Gladstone Crossing Project, attached hereto as Exhibit B. Grant-Eligible Activities: the activities on the Redevelopment Property funded in full or in part by the TBRA Grant, as set forth in Exhibit A of the Grant Agreement. Loan: the sum of $196,100 to be loaned by the City to the Borrower under this Agreement. Loan Documents: collectively, this Agreement, the Mortgage, and the Note. Mortgage: the Combination Mortgage and Security Agreement of even date herewith from the Borrower to the City securing repayment of the Note in the form approved by the City. Note: the Note of even date herewith from the Borrower to the City in the amount of the Loan evidencing Borrower’s obligation to repay the Loan in the form approved by the City. Plans and Specifications: the final plans and specifications for the construction and installation of the Grant-Eligible Activities which have been approved by the City. Project: the Gladstone Crossing Project including 40 units of affordable multifamily residential housing. Project Costs: the costs of the Grant-Eligible Activities eligible to be reimbursed with the proceeds of the TBRA Grant under the Grant Agreement and as authorized by law. Redevelopment Property: the property legally described in Exhibit A attached hereto. 2 Council Packet Page Number 224 of 336 G4, Attachment 9 ARTICLE II TERM OF AGREEMENT This Agreement shall take effect and be in force from and after the Effective Date, and shall remain in effect until the Borrower has performed all of its obligations under this Agreement, the Loan Documents, and the Grant Agreement, unless earlier terminated as provided in this Agreement or the Grant Agreement. ARTICLE III THE LOAN Subject to the terms and conditions of this Agreement, the City will make the Loan to the Borrower to be used for payment of Project Costs, which Loan shall be disbursed pursuant to this Agreement. In consideration for the Loan, the Borrower agrees to perform all of its obligations under this Agreement. The Loan shall be evidenced by the Note payable by the Borrower to the City which shall be dated as of the date of closing on the Loan (the “Loan Closing Date”). Proceeds of the Loan shall be disbursed in accordance with Articles V and VI hereof. ARTICLE IV STATEMENT OF WORK Proceeds of the Loan may be used for contamination cleanup costs described as Grant- Eligible Activities in the Grant Agreement in accordance with the terms set forth herein. In accordance with the Grant Agreement, the Borrower will commence the Grant-Eligible Activities and pay the Project Costs with respect to the Project prior to December 31, 2026. The grant expires on December 31, 2026. If the Borrower finds it necessary to request an extension of the Grant Agreement from the Metropolitan Council, the Borrower must provide written notice to the City at least 120 days prior to the expiration date of the grant in order for the City to have sufficient time to request an extension of the Grant Agreement under Section 5.03 of the Grant Agreement. ARTICLE V CONDITIONS OF DISBURSEMENT The obligation of the City to make or cause to be made disbursements of the proceeds of the Loan pursuant to Article VII hereof shall be subject to the conditions precedent that it shall have received on or before the date of the disbursement hereunder the following: a. the Borrower Documents, the Mortgage, and the Note, duly executed and delivered by the Borrower; b. evidence satisfactory to the City that the Grant-Eligible Activities and the contemplated use thereof are permitted by and comply in all material respects with all applicable restrictions and requirements in prior conveyances, zoning ordinances, subdivision and platting requirements and other laws and regulations; 3 Council Packet Page Number 225 of 336 G4, Attachment 9 c. all other conditions specified in the authorizing City approvals and entitlements and the Grant Agreement shall have been duly satisfied by the Borrower or waived in writing by the City or the Council, as applicable; d. no uncured Event of Default (as defined in Article VIII hereof), and no event which with the giving of notice or the lapse of time or both would constitute an Event of Default, shall have occurred and be continuing and all representations and warranties made by the Borrower in Article VII hereof shall continue to be true and correct as of the date of such disbursement; e. if required by the City, the City shall have been furnished with a statement of the Borrower and of any contractor, in form and substance acceptable to the City, setting forth the names, addresses and amounts due or to become due as well as the amounts previously paid to every contractor, subcontractor, person, firm or corporation furnishing materials or performing labor in connection with the construction of any part of the Grant-Eligible Activities; and f. the Borrower shall have provided to the City such documentation and information reasonably necessary to evidence its compliance with all of the provisions of this Agreement, including without limitation the provisions of the Grant Agreement applicable to the Borrower, as the City may reasonably request. ARTICLE VI REQUESTS FOR DISBURSEMENT 6.01. Disbursement. The City and the Borrower agree that, on the terms and subject to the conditions hereinafter set forth and the conditions set forth in the Grant Agreement, the Loan shall be disbursed from the City to the Borrower, or the Borrower’s agent or designee, in disbursements, with the last disbursement being made upon one hundred percent (100%) completion of the Grant- Eligible Activities. Disbursements of the Loan shall not be made more often than monthly. Notwithstanding anything to the contrary contained herein, the City shall only be obligated to make the disbursements hereunder to pay Project Costs in an amount up to or equal to the lesser of the amount of the Loan or the amount actually disbursed by the Council to the City under the Grant Agreement and such obligation is further subject to the conditions of Article V hereof. 6.02. Disbursement Request. a. When the Borrower desires to obtain a disbursement of the Loan, the Borrower shall submit to the City the Disbursement Request Form, together with any additional documents required by the City or the Council, duly signed by the Borrower. The Disbursement Request Form shall be submitted by the Borrower at least 45 days prior to the date of the requested disbursement. The Disbursement Request Form shall constitute a representation and warranty by the Borrower to the City that all representations and warranties of the Borrower set forth in the Borrower Documents are true and correct as of the date of such Disbursement Request Form, except for such 4 Council Packet Page Number 226 of 336 G4, Attachment 9 representations and warranties which, by their nature, would not be applicable as of the date of such Disbursement Request. b. At the time of submission of the Disbursement Request Form, the Borrower shall also submit the following to the City: 1. a written lien waiver from the general contractor for work done and materials supplied by it which were paid or a conditional lien waiver from the general contractor for work done and materials supplied by it which are to be paid pursuant to the current Disbursement Request Form and from each subcontractor for work done and materials supplied by it which were paid or are to be paid for pursuant to the prior Disbursement Request Form; 2. evidence satisfactory to the City that the Grant-Eligible Activities completed as of the date of the Disbursement Request Form have been constructed in accordance with the Plans and Specifications in all material respects; 3. an executed Sworn Construction Statement, in form and substance acceptable to such parties, signed by the Borrower showing all costs and expenses of any kind theretofore actually paid or incurred in constructing the Grant-Eligible Activities; and 4. a certified statement of the Borrower reflecting the use to which the proceeds of the Loan have been applied in addition to those uses reflected in the Sworn Construction Statement referred to in clause (b)(3) above. c. Upon receipt of the Disbursement Request Form, if the City has determined that all the conditions set forth in Articles V and VII hereof have been satisfied, a request for disbursement shall be submitted to the Council. The adequacy of the request for disbursement shall be determined by the City and the Council in their sole discretion. After submission of the Disbursement Request Form, if the Borrower has performed all of its agreements and complied with all requirements to be performed or complied with under this Agreement and the Grant Agreement, including satisfaction of all applicable conditions precedent contained in Article V hereof, the City shall make a disbursement to the Borrower, or the Borrower’s agent or designee, in the amount of the requested disbursement or such lesser amount as shall be approved, within 45 days after the date of the City’s receipt of the Disbursement Request Form, or, if later, upon receipt of grant proceeds from the Council. Each disbursement shall be paid from the proceeds of the TBRA Grant, subject to the City’s and the Council’s determination that the relevant Project Cost is payable from the TBRA Grant under the Grant Agreement. The City is under no obligation to disburse any proceeds of the Loan until it receives a disbursement of the TBRA Grant from the Council. Notwithstanding anything to the contrary herein, if the Project Costs of the Grant-Eligible Activities exceeds the amount to be reimbursed under this Agreement, such excess shall be the sole responsibility of the Borrower. 5 Council Packet Page Number 227 of 336 G4, Attachment 9 ARTICLE VII BORROWER’S COVENANTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS The Borrower covenants, represents, warrants and agrees that: a. The Borrower is a limited partnership duly organized and validly existing under the laws of Minnesota, is duly authorized to operate in Minnesota, has the power to enter into and execute this Agreement and by appropriate action has authorized the execution and delivery of this Agreement. b. The Borrower Documents will not result in any breach of or constitute a default under any other mortgage, lease, loan, grant or credit agreement, organizational documents, or other instrument to which the Borrower is a party or by which it may be bound or affected. c. The Loan Documents will constitute valid, legal and binding obligations of the Borrower enforceable against the Borrower. d. The Borrower has or will have all necessary approvals, licenses and permits required for construction and operation of the Project except those which cannot be obtained until completion of the Grant-Eligible Activities or the Project, as the case may be. e. The Borrower shall permit the City, upon reasonable notice, to examine all books, records, contracts, plans, permits, bills and statements of account pertaining to the Grant-Eligible Activities and to make copies as the City may require. f. The Borrower shall obey and comply with all federal, state and local laws, rules and regulations in connection with the Project. g. The City’s actions in approving the Loan shall not be construed as an approval by the City of providing any additional funds for the Project or other improvements related to the Project. h. The Borrower agrees to pay for all of the costs incurred to construct the Grant-Eligible Activities including any cost overruns. There are no public funds for the Grant-Eligible Activities except for the Loan. ARTICLE VIII DEFAULT Any one or more of the following shall constitute an event of default (an “Event of Default”) under this Agreement: 6 Council Packet Page Number 228 of 336 G4, Attachment 9 a. The Borrower shall herein default in the performance or observance of any agreement, covenant or condition required to be performed or observed by the Borrower under the terms of this Agreement or the Grant Agreement, to the extent such obligations exist, and such default shall not be remedied within 60 days after written notice to the Borrower from the City specifying such default. b. The Borrower shall be in default of any term of any other agreement relating to the Grant-Eligible Activities which is not cured within 60 days after written notice from the City or if the default cannot be cured within 60 days within such reasonable time as is required to cure the default, provided that the Borrower is diligently pursuing a cure. c. Any representation or warranty made by the Borrower herein or any document or certificate furnished to the City shall prove at any time to be incorrect or misleading as of the date made. d. The Borrower engages in any illegal activities. e. The Borrower uses any of the Loan funds contrary to this Agreement or the Grant Agreement which is not cured within 60 days after written notice from the City. f. The Borrower shall fail to obtain and/or keep in force insurance only of the types and in the amounts as specified within this Agreement, or shall fail to indemnify and hold harmless the City as set forth herein which is not cured within ten (10) business days after written notice from the City. g. The failure to repay any principal of the Loan when due. ARTICLE IX REMEDIES Whenever any Event of Default shall have happened and is continuing beyond any applicable cure period, any one or more of the following remedial steps may be taken by the City: a. The City may terminate this Agreement; b. The City may suspend or terminate any further disbursements to be made under this Agreement; c. The City may suspend its performance under this Agreement during the continuance of the Event of Default; and/or d. The City may take whatever action at law or in equity may be necessary or appropriate to seek repayment or reimbursement of the Loan funds disbursed to the Borrower, to enforce performance and observance of any obligation, agreement, covenant, representation or warranty of the Borrower under this Agreement, or any related 7 Council Packet Page Number 229 of 336 G4, Attachment 9 instrument; or to otherwise compensate the City for any damages on account of such Event of Default. No remedy conferred upon or reserved to the City is intended to be exclusive of any other available remedy or remedies, but each and every such 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 or by statute. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power, nor 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 City to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be herein expressly required or be required by law. ARTICLE X ADDITIONAL PROVISIONS a. Indemnity, Hold Harmless. The Borrower shall and does hereby agree to indemnify against and to hold the City, and its officers, council members, agents, and employees including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this section, collectively the “Indemnified Parties”), harmless of and from any and all liability, loss, or damage that it or they may incur under or by reason of this Agreement and 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 Grant-Eligible Activities or the Project, and of and from any and all claims and demands whatsoever that may be asserted against one or more of the Indemnified Parties by reason of any alleged obligations or undertakings on the Borrower’s part to perform or discharge any of the terms, covenants, or agreements contained herein. Except for any willful misrepresentation or any willful, wanton, or grossly negligent misconduct of the Indemnified Parties, the Borrower agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever under this Agreement, the Grant Agreement or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project or the Grant-Eligible Activities. This indemnification and hold harmless provision shall survive the execution, delivery, and performance of this Agreement and the creation and repayment of any indebtedness to City under this Agreement. b. Independent Contractor. For the purpose of this Agreement, the Borrower shall be deemed an independent contractor and not an employee or agent of the City. Any and all employees or agents of the Borrower shall not be considered employees or agents of the City. 8 Council Packet Page Number 230 of 336 G4, Attachment 9 c. Compliance With Minnesota Laws. All of the data created, collected, received, stored, used, maintained or disseminated by the Borrower with respect to the Grant-Eligible Activities are subject to the requirements of Minnesota Statutes, Chapter 13, (the “Minnesota Government Data Practices Act” or “MGDPA”) and, except as provided in Section 13.05, subdivision 11(b) of the MGDPA, the Borrower agrees to comply with those requirements under the MGDPA to the extent applicable. The remedies in Section 13.08 of the MGDPA may apply to the Borrower. If any provision of this Agreement is in conflict with the MGDPA or other Minnesota State laws, state law shall control. The Borrower shall comply with the conflict of interest provisions of Minnesota Statutes, Sections 471.87 through 471.88. d. Contractor and Subcontractor Compliance. The Borrower shall comply with and shall cause all contractors and subcontractors to comply with all applicable state and federal laws, and to the extent applicable to the Borrower, the Grant Agreement. The Borrower shall require all contractors and subcontractors performing work covered by the Loan to obtain all required permits, licenses and certifications and comply with all applicable state and federal Occupational Safety and Health Act regulations. e. Site Compliance. The Borrower shall meet or require to be met all applicable requirements of: (1) Federal and state laws relating to stormwater discharges including, without limitation, any applicable requirements of Code of Federal Regulations, title 40, parts 122 and 123; and (2) The Council’s 2030 Water Resources Management Policy Plan and the City’s local water management plan Property is located. f. Fair Housing Compliance. The Borrower shall comply in all respects with the affordability and fair housing marketing plan requirements set forth in Article VI of the Grant Agreement. g. Environmental Site Assessment. The Borrower shall ensure that a Phase I Environmental Site Assessment or other environmental review of the Project will be carried out if appropriate for the scope and nature of the Project. ARTICLE XI INSURANCE With respect to the Project, the Borrower shall maintain all insurance required by the Grant Agreement. 9 Council Packet Page Number 231 of 336 G4, Attachment 9 ARTICLE XII RECORDS AND REPORTS Upon request, the Borrower shall submit to the City a full account of the status of the activities undertaken as part of this Agreement. The following records shall be maintained by the Borrower, copies of which shall be submitted in such form as City may prescribe: a. All receipts and invoices relating to expenditure of Loan funds. b. Records shall be sufficient to reflect all Project Costs incurred in performance of the Loan. The books, records, documents, and accounting procedures, relevant to the Loan shall be subject to examination by the City, the Council and state agencies and the legislative auditor. ARTICLE XIII AMENDMENT This Agreement shall not be amended or modified without the prior written approval of the City and the Borrower. ARTICLE XIV INCORPORATION OF GRANT AGREEMENT The Borrower acknowledges and agrees that all terms, conditions and obligations contained in the Grant Agreement are incorporated herein, and made a part of this Agreement. In addition to the terms, conditions and obligations described herein, the Borrower further acknowledges, accepts and assumes all of the City’s obligations described in the Grant Agreement, unless such obligations can only be reasonably performed by the City, including but not limited to, the obligation to repay the TBRA Grant if required by the Council. For purposes of enforcing this Agreement, the Borrower acknowledges, accepts and agrees that the City shall inure to, and possess the rights and authority of the Council as described in the Grant Agreement. ARTICLE XV MISCELLANEOUS a. Notices. All notices provided for herein shall be in writing and shall be deemed to have been given when delivered personally or when deposited in the United States mail, registered or certified, postage prepaid, addressed as follows: If to the Borrower: Gladstone Crossing Limited Partnership 2610 University Ave. W., Suite 100 St. Paul, MN 55114 Attn: President 10 Council Packet Page Number 232 of 336 G4, Attachment 9 With a copy to: Hust Law 5021 Vernon Ave. S. #298 Minneapolis, MN 55104 Attn: Bridget A. Hust If to the City: City of Maplewood 1830 County Road B E Maplewood, MN 55109 Attn: City Manager With a copy to: Kennedy & Graven, Chartered 150 South Fifth Street, Suite 700 Minneapolis, MN 55402 Attention: Ronald H. Batty If to the limited Partner: ___________________________ ___________________________ ___________________________ ___________________________ With a copy to: ___________________________ ___________________________ ___________________________ ___________________________ or addressed to either party at such other address as such party shall hereafter furnish by notice to the other party as above provided. b. Binding Effect; Waiver. The provisions of this Agreement shall inure to the benefit of and be binding upon the Borrower and the City and their respective successors and assigns. No delay on the part of the City in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege constitute such waiver nor exhaust the same, which shall be continuing. The rights and remedies of the City specified in this Agreement shall be in addition to and not exclusive of any other right and remedies which the City, by operation of law, would otherwise have. c. Survival of Agreements, Representations and Warranties. All agreements, representations and warranties made in this Agreement by the Borrower shall survive its termination. d. Governing Law. This Agreement and the attachments are to be construed and enforced according to and governed by the laws of Minnesota. e. Counterparts, Electronic Signatures. This Agreement may be executed in any number of counterparts, all of which shall constitute a single agreement, any one of 11 Council Packet Page Number 233 of 336 G4, Attachment 9 which bearing signatures of all parties shall be deemed an original. An electronic or facsimile signature is deemed to be the same as an original signature. f. Time. Time is of the essence in the performance of this Agreement. g. Entire Agreement. This Agreement contains the entire agreement of the parties hereto on the matters covered herein. No other agreement, statement or promise made by either party or by any employee, officer or agent of either party hereto that is not in writing and signed by both parties to this Agreement shall be binding. h. No Joint Venture. The relationship between the City and the Borrower is solely that of grantor and grantee and the relationship by and between the City and the Borrower is not, nor shall it be deemed to create, a partnership or joint venture in the Project. i. Venue. All matters in tort or in contract, relating to the validity, construction, performance, or enforcement of this Agreement, shall be controlled by and determined in accordance with the laws of Minnesota and the Borrower agrees that all legal actions initiated by the Borrower with respect to or arising from any provision contained in this Agreement shall be initiated, filed and venued exclusively in District Court in Ramsey County, Minnesota. j. Attorneys’ Fees and Expenses. In the event the Borrower should default under any of the provisions of this Agreement and the City should employ attorneys or incur other expenses for the collection of amounts due hereunder or the enforcement of performance of any obligation or agreement on the part of the Borrower, the Borrower will on demand pay to the City the reasonable fee of such attorneys and such other expenses so incurred, but only in the event the City prevails in pursuing such claims. k. Assignment. This Agreement may not be assigned by the Borrower without the prior written consent of City, which consent shall be in the sole discretion of the City. (The remainder of this page is intentionally left blank.) 12 Council Packet Page Number 234 of 336 G4, Attachment 9 IN WITNESS WHEREOF, the parties have caused this Loan Agreement to be executed the day and year first above written. GLADSTONE CROSSING LIMITED PARTNERSHIP, a Minnesota limited partnership By: Gladstone Crossing GP LLC, a Minnesota limited liability company Its: General Partner By: Name: Chris LaTondresse Title: President Dated: 13 Council Packet Page Number 235 of 336 G4, Attachment 9 CITY OF MAPLEWOOD, MINNESOTA By Marylee Abrams, Mayor Dated: By Michael Sable, City Manager Dated: 14 Council Packet Page Number 236 of 336 G4, Attachment 9 EXHIBIT A LEGAL DESCRIPTION OF REDEVELOPMENT PROPERTY The Redevelopment Property is legally described as follows: A-1 Council Packet Page Number 237 of 336 G4, Attachment 9 EXHIBIT B GRANT AGREEMENT B-1 Council Packet Page Number 238 of 336 G4, Attachment 9 B-2 Council Packet Page Number 239 of 336 G4, Attachment 9 EXHIBIT C DISBURSEMENT REQUEST FORM City of Maplewood 1830 County Road B E Maplewood, MN 55109 Attn: City Manager The undersigned, Gladstone Crossing Limited Partnership, a Minnesota limited partnership (the “Borrower”), pursuant to that certain TBRA Loan Agreement, dated as __________________ (the “Loan Agreement”), between the City of Maplewood, Minnesota (the “City”), and the Borrower, hereby requests payment of the expenses listed on the attached Expense Listing. The total amount to be disbursed for this draw is $_________________. In connection with this draw, the undersigned hereby represents as follows: a. each obligation listed in the attached Exhibit A has been incurred and is a Project Cost related to the Grant-Eligible Activities, b. no license or permit necessary for construction of the Grant-Eligible Activities previously issued has been revoked or the issuance thereof subjected to challenge before any court of other governmental authority having or asserting jurisdiction thereover; c. no event has occurred and is continuing which, but for the giving of notice, the expiration of any cure period, or both, would constitute an event of default under the Loan Agreement or the Grant Agreement; d. all funds of the Borrower’s match, if any, have been fully disbursed for the payment of Project Costs; and e. ______% of the Grant-Eligible Activities have been completed. GLADSTONE CROSSING LIMITED Approved: PARTNERSHIP CITY OF MAPLEWOOD, MINNESOTA By: Gladstone Crossing GP LLC Its: General Partner By Its City Manager By: ____________________________ Name: Chris LaTondresse Its:President C-1 Council Packet Page Number 240 of 336 G4, Attachment 9 Exhibit A Expense Listing Expense Description Amount Council Packet Page Number 241 of 336 G4, Attachment 10 NOTE (TBRA) $196,100 Maplewood, Minnesota ______________, 2026 FOR VALUE RECEIVED, the undersigned (herein called the “Borrower”), promises to pay to the order of the City of Maplewood, a municipal corporation under the laws of Minnesota, or its assigns (the “Lender”), the sum of $196,100 (the “Loan”). Said sum was made available to the Borrower pursuant to the terms of a Loan Agreement of even date herewith (the “Loan Agreement”) between the Lender and the Borrower to enable the Borrower to undertake the development of the Grant-Eligible Activities (as defined in the Loan Agreement) on Property (as defined in the Loan Agreement) located in the City of Maplewood, Minnesota. 1. This Note shall not bear interest. 2. The principal of the Loan shall be due and payable in one lump sum on the earliest of: (a) December 31, 2076, (b) the sale of any portion of the Property by the Borrower without the Lender’s prior written consent, or (c) the Borrower’s default under the Loan Agreement or Combination Mortgage and Security Agreement of even date herewith (the “Mortgage”) from the Borrower to the Lender (the “Maturity Date”), at which time all unpaid principal and sums paid or advanced by the Lender is due and payable. This Note may also be required to be repaid in whole or in part in accordance with Article IX of the Loan Agreement. The Note may be prepaid at any time without penalty. 3. If suit is instituted by Lender, or its successors or assigns, to recover on this Note, the Borrower agrees to pay all costs of such collection actually incurred, including reasonable attorneys’ fees and court costs. If this Note be reduced to judgment, such judgment shall bear the lawful interest rate pertaining to judgments, but not to exceed six percent (6%) per annum. 4. The Borrower hereby waives presentment, demand, protest and notice of demand, protest and nonpayment of this Note. 5. This Note is given pursuant to the Loan Agreement and the Mortgage delivered by the Borrower. If either the Loan Agreement or the Mortgage is found to be invalid for whatever reason, such invalidity shall constitute an Event of Default hereunder. This Note is secured by the Mortgage and such Mortgage describes the rights of the Lender as to the acceleration of the indebtedness evidenced by this Note. All of the agreements, conditions, covenants, provisions, and stipulations contained in the Loan Agreement, the Mortgage, or any other instrument securing this Note are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein. It is agreed that time is of the essence of this Note. If an Event of Default occurs under the Loan Agreement, the Mortgage, or any other instrument securing this Note, then the Lender may at its right and option, without notice, declare immediately due and payable the principal balance of this Note and sums paid or advanced by the Lender, together with reasonable attorneys’ Council Packet Page Number 242 of 336 G4, Attachment 10 fees and expenses incurred by the Lender in collecting or enforcing payment hereof, whether by lawsuit or otherwise, and all other sums due hereunder or any instrument securing this Note. 6. The remedies of the Lender as provided herein and in the Loan Agreement, the Mortgage, or any other instrument securing this Note shall be cumulative and concurrent and may be pursued singly, successively, or together, and, at the sole discretion of the Lender, may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. The Lender shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Lender and then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. This Note may not be amended, modified, or changed except only by an instrument in writing signed by the party against whom enforcement of any such amendment, modifications, or change is sought. 7. If any term of this Note, or the application thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Note, or the application of such term to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby, and each term of this Note shall be valid and enforceable to the fullest extent permitted by law. 8. This Note shall be governed by and construed in accordance with the laws of Minnesota. 9. Neither the Borrower nor any partner shall have any personal liability for the Borrower’s obligations hereunder, it being recognized by the Lender the obligations of the Borrower hereunder are non-recourse obligations and that the remedies of the Lender are limited to the collateral security provided in connection with the Loan. 10. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts, and things required to exist, happen, and be performed precedent to or in the issuance of this Note do exist, have happened, and have been performed in regular and due form as required by law. (The remainder of this page is intentionally left blank.) 2 Council Packet Page Number 243 of 336 G4, Attachment 10 IN WITNESS WHEREOF, this Note has been duly executed by the undersigned as of the date and year first written above. GLADSTONE CROSSING LIMITED PARTNERSHIP, a Minnesota limited partnership By: Gladstone Crossing GP LLC, a Minnesota limited liability company Its: General Partner By: Name: Chris LaTondresse Title: President s Council Packet Page Number 244 of 336 G4, Attachment 11 COMBINATION MORTGAGE AND SECURITY AGREEMENT (TBRA) THIS MORTGAGE SECURES A LOAN MADE UNDER AN AFFORDABLE HOUSING PROGRAM BY A STATE OR LOCAL GOVERNMENT AGENCY, AND AS SUCH IS EXEMPT FROM MORTGAGE REGISTRATION TAX PURSUANT TO MINNESOTA STATUTES, SECTION 287.04(6). THIS COMBINATION MORTGAGE AND SECURITY AGREEMENT (hereinafter referred to as the “Mortgage”) is made and given as of the ___ day of ___________, 2026, by Gladstone Crossing Limited Partnership, a Minnesota limited partnership (the “Mortgagor”), in favor of the City of Maplewood, a municipal corporation under the laws of Minnesota (the “Mortgagee”). RECITALS: WHEREAS, the Mortgagor hereby mortgages and conveys to the Mortgagee the real property and improvements situated in the County of Ramsey, State of Minnesota, and legally described on Exhibit A attached hereto and made a part hereof, the leases and rents with respect to the real property and improvements and all personal property and equipment, and all products and proceeds thereof owned by Mortgagor and used in the operation of the Project (as defined in the hereinafter-described Loan Agreement) (herein, collectively the “Property”); and WHEREAS, this Mortgage, together with the Loan Agreement of even date herewith (the “Loan Agreement”) between the Mortgagor and the Mortgagee and all other documents securing the Loan as defined below (collectively, the “Loan Documents”) are given in consideration of and as security for the payment of $196,100 (the “Loan”), receipt of which is hereby acknowledged and which is made to enable the Mortgagor to complete the Grant-Eligible Activities (as defined in the Loan Agreement). The Loan is evidenced by a Note (the “Note”) in the amount of $196,100 executed by the Mortgagor, to the order of the Mortgagee, of even date herewith. The unpaid principal sum shall be due and payable by the Mortgagor in full on December 31, 2076 unless forgiven in accordance with the Note (the “Maturity Date”). \\ Council Packet Page Number 245 of 336 G4, Attachment 11 AGREEMENTS: NOW, THEREFORE, to secure (a) the due and punctual payment of principal on the Note and the obligations of the Mortgagor under the Loan Agreement and all renewals, extensions and modifications thereof any agreements or obligations issued in substitution therefore (provided the principal amount secured by this Mortgage shall not exceed $196,100) and (b) the performance of all the covenants and agreements of the Mortgagor herein, in the Loan Agreement and in any other agreement now or hereafter entered into between the Mortgagor and Mortgagee in connection with the Loan Agreement or the Grant-Eligible Activities contemplated therein (the payment and other obligations evidenced by the Loan Agreement, this Mortgage and all such other agreements are hereinafter collectively referred to as the “Indebtedness”), the Mortgagor does hereby mortgage, grant, bargain, sell, assign, transfer and convey unto the Mortgagee forever, with power of sale the following: I. All of the Mortgagor’s right, title and interest in and to the Property and the buildings, structures, other improvements, fixtures and personal property now standing or at any time hereafter constructed or placed upon the Property (the “Improvements”), including but not limited to (i) all building materials, supplies and equipment now or hereafter located on the Property and suitable or intended to be incorporated in any Improvements located or to be erected on the Property; (ii) all heating, plumbing and lighting apparatus, motors, engines and machinery, electrical equipment, incinerator apparatus, air-conditioning equipment, water and gas apparatus, pipes, faucets, and all other fixtures of every description which are now or may hereafter be placed or used upon the Property or in any of the Improvements now or hereinafter located thereon; (iii) all additions, accessions, increases, parts, fittings, accessories, replacements, substitutions, betterments, repairs and proceeds to and of any and all of the foregoing; (iv) all hereditaments, easements, appurtenances; estates, and other rights and interests now or hereafter belonging to or in any way pertaining to the Property or to any of the Improvements now or hereafter located thereof; and (v) all tangible personal property owned by the Mortgagor and now or at any time hereafter located on or relating to the Property. II. All rents, issues, profits, condemnation awards, revenues and income arising from the ownership, operation or sale of the Property and the Improvements and all proceeds and products thereof (herein collectively called “Revenues and Income”). To Have and To Hold the Property and the Improvements (together, the “Mortgaged Property”), and the Revenues and Income unto the Mortgagee forever; provided, nevertheless, that this Mortgage is granted upon the express condition that if the Mortgagor shall cause to be paid to the Mortgagee as and when due and payable the Indebtedness, and shall also keep and perform each and every covenant and agreement of the Mortgagor herein contained, then this Mortgage and the estate hereby granted shall cease and be and become void and shall be released of record at the expense of the Mortgagor; otherwise this Mortgage shall be and remain in full force and effect. 2 Council Packet Page Number 246 of 336 G4, Attachment 11 The Mortgagor represents, warrants and covenants to and with the Mortgagee that Mortgagor is lawfully seized of the Property and has good right and full power and authority to execute this Mortgage and to mortgage the Mortgaged Property; that the Mortgagor owns the Mortgaged Property free from all liens; security interests and encumbrances except as agreed to by the Mortgagee; that the Mortgagor will warrant and defend the title to the Mortgaged Property and the lien and priority of this Mortgage against all claims and demands of all persons whomsoever, whether now existing or hereafter arising, except (i) as agreed to by the Mortgagee, (ii) listed on Exhibit B attached hereto and made a part hereof, and (iii) the regulatory agreement or land use restriction agreement to be entered into relating to low-income housing tax credits (collectively, the “Permitted Encumbrances”). The covenants and warranties of this paragraph shall survive foreclosure of this Mortgage and shall run with the Property. The Mortgagor further covenants and agrees as follows: 1. Payment of the Indebtedness and Compliance with Other Agreements. (a) The Mortgagor will cause the principal on the Indebtedness to be duly and punctually paid in accordance with the terms of the Note, the Loan Agreement and this Mortgage, when and as due and payable. The provisions of the Note and Loan Agreement are hereby incorporated by reference into this Mortgage as fully as if set forth at length herein. (b) Mortgagor will duly and punctually perform each and every obligation under the Loan Agreement and any other agreement on or hereafter entered into by the Mortgagor and Mortgagee in connection with the Loan Agreement or the Grant-Eligible Activities contemplated therein. 2. Payment of Taxes, Assessments and Other Charges; Escrow. Subject to paragraph 6 relating to contests, the Mortgagor shall pay before a penalty might attach for nonpayment thereof, all taxes and assessments and all other charges whatsoever levied upon or assessed or placed against the Mortgaged Property, except that assessments may be paid in installments so long as no fine or penalty is added to any installment for the nonpayment thereof. The Mortgagor shall likewise pay all taxes, assessments and other charges, levied upon or assessed, placed or made against, or measured by, this Mortgage, or the recordation hereof, or the Indebtedness secured hereby, provided that the Mortgagor shall not be obliged to pay such tax, assessment or charge if such payment would be contrary to law or would result in the payment of an unlawful rate of interest on the Indebtedness secured hereby; and provided further that nothing herein contained shall be construed as requiring the Mortgagor to pay any net income, profits or revenues taxes of the Mortgagee. The Mortgagor shall promptly furnish to the Mortgagee all notices received by the Mortgagor of amounts due under this paragraph and shall furnish receipts evidencing such payments within ten (10) days after such payments are made. 3. Payment of Utility Charges. Subject to paragraph 6 relating to contests, the Mortgagor shall pay all charges made by utility companies, whether public or private, for electricity, gas, heat, water, or sewer, furnished or used in connection with the Mortgaged Property or any part thereof, and will upon written request of the Mortgagee, furnish proper receipts evidencing such payment. 3 Council Packet Page Number 247 of 336 G4, Attachment 11 4. Liens. Subject to paragraph 6 hereof relating to contests, the Mortgagor shall not create, incur or suffer to exist any lien, encumbrance or charge on the Mortgaged Property or Revenues and Income or any part thereof which may have priority over the lien hereof, other than the lien of current real estate taxes and installments of special assessments with respect to which no penalty is yet payable, and other than any lien granted in connection with the current financing secured by the Property including without limitation the Permitted Encumbrances. Subject to paragraph 6 relating to contests, the Mortgagor shall pay, when due, the claims of all persons supplying labor or materials to or in connection with the Mortgaged Property. 5. Compliance with Laws. Subject to paragraph 6 relating to contests, the Mortgagor shall comply with all present and future statutes, laws, rules, orders, regulations and ordinances affecting the Mortgaged Property, any part thereof or the use thereof. The Mortgagor shall not use or occupy nor permit the use and occupancy of the Property without a current Certificate of Occupancy issued by the City of Maplewood, Minnesota. 6. Permitted Contests. The Mortgagor shall not be required to (i) pay any tax, assessment or other charge referred to in paragraph 2 hereof, (ii) pay any charges referred to in paragraph 3 hereof, (iii) discharge or remove any lien, encumbrance or charge referred to in paragraph 4 hereof, or (iv) comply with any statute, law, rule, order, regulation or ordinance referred to in paragraph 5 hereof, so long as the Mortgagor shall (a) contest, in good faith, the existence, or the validity thereof, the amount of damages caused thereby or the extent of the Mortgagor’s liability therefor, by appropriate proceedings which shall operate during the pendency thereof to prevent (A) the collection of, or other realization upon the tax, assessment, charge or lien, encumbrance or charge so contested, (B) the sale, forfeiture or loss of the Mortgaged Property or any part thereof, and (C) any interference with the use or occupancy of the Mortgaged Property or any part thereof, and (b) shall give such security to the Mortgagee as may be reasonably demanded by the Mortgagee to insure compliance with the foregoing provisions of this paragraph 6. Mortgagor shall give prompt written notice to Mortgagee of the commencement of any contest referred to in this paragraph 6. 7. Insurance. The Mortgagor shall keep the improvements now existing or hereafter erected on the Mortgaged Property insured against loss by fire and any other hazards for which the Mortgagee requires insurance for full replacement value of the improvements. This insurance shall be maintained only in the amounts and for the periods as required under the terms of the Loan Agreement. If the Mortgagor fails to maintain coverage described above, the Mortgagee may, at the Mortgagee’s option, obtain coverage to protect the Mortgagee’s rights in the Mortgaged Property in accordance with paragraph 6. All insurance policies and renewals shall be reasonably acceptable to the Mortgagee and shall include a standard mortgage clause. If the Mortgagee requires, the Mortgagor shall promptly give to the Mortgagee all receipts of paid premiums and renewal notices. In the event of loss, the Mortgagor shall give prompt notice to the insurance carrier and the Mortgagee. The Mortgagee may make proof of loss if not made promptly by the Mortgagor. If the Mortgaged Property is acquired by the Mortgagee, the Mortgagor’s rights to any insurance policies and proceeds resulting from damage to the Mortgaged Property prior to the 4 Council Packet Page Number 248 of 336 G4, Attachment 11 acquisition shall pass to the Mortgagee to the extent of the sums secured by this Mortgage immediately prior to the acquisition. 8. Preservation and Maintenance of Mortgaged Property. The Mortgagor (i) shall keep the buildings and other Improvements hereafter erected as part of the Project on the Property in safe and good repair and condition, ordinary wear and tear and damage by insured casualty excepted (provided that the Mortgagor may proceed to demolish the existing buildings when vacant), (ii) shall reasonably maintain the parking and landscaped areas of the Mortgaged Property, (iii) shall not commit waste or permit impairment or deterioration of the Mortgaged Property, and (iv) shall not remove from the Property any of the fixtures and personal property included in the Mortgaged Property unless the same is immediately replaced with like property of at least equal value and utility (provided that Mortgagor may proceed to demolish and remove all existing personal property and fixtures located on the Property). 9. Inspection. The Mortgagee, or its agents, shall have the right at all reasonable times, to enter upon the Mortgaged Property for the purposes of inspecting the Mortgaged Property or any part thereof. The Mortgagee shall, however, have no duty to make such inspection. 10. Protection of Mortgagee’s Security. Subject to the rights of the Mortgagor under paragraph 6 hereof, if the Mortgagor fails to perform any of the covenants and agreements contained in this Mortgage or if any action or proceeding is commenced which affects the Mortgaged Property or the interest of the Mortgagee therein, or the title thereto, then the Mortgagee, at the Mortgagee’s option, upon advance written notice to the Mortgagor, may perform such covenants and agreements, defend against and/or investigate such action or proceeding, and take such other action as the Mortgagee deems necessary to protect the Mortgagee’s interest. The Mortgagee shall be the sole judge of the legality, validity and priority of any claim, lien, encumbrance, tax assessment, charge and premium paid by it and of the amount necessary to be paid in satisfaction thereof. The Mortgagee is hereby given the irrevocable power of attorney (which power is coupled with an interest and is irrevocable) effective upon the occurrence of an Event of Default, to enter upon the Mortgaged Property as the Mortgagor’s agent in the Mortgagor’s name to perform any and all covenants and agreement to be performed by the Mortgagor as herein provided. Any amounts disbursed or incurred by the Mortgagee pursuant to this paragraph 10 shall become additional Indebtedness of the Mortgagor secured by this Mortgage. Unless the Mortgagor and the Mortgagee agree in writing to other terms of repayment, such amounts shall be immediately due and payable. The Mortgagee shall, at its option, be subrogated to the lien of any mortgage or other lien discharged in whole or in part by the Indebtedness or by the Mortgagee under the provisions hereof, and any such subrogation rights shall be additional and cumulative security for this Mortgage. Nothing contained in this paragraph 10 shall require the Mortgagee to incur any expense or do any act hereunder, and the Mortgagee shall not be liable to the Mortgagor for any damages or claims arising out of action taken by the Mortgagee pursuant to this paragraph 10. 11. Condemnation. (a) The Mortgagor hereby irrevocably assigns to the Mortgagee any award or payment which becomes payable by reason of any taking of the Mortgaged Property, or any part thereof, whether directly or indirectly or temporarily or permanently, in or by condemnation or other eminent domain proceedings or by reason of sale under threat 5 Council Packet Page Number 249 of 336 G4, Attachment 11 thereof, or in anticipation of the exercise of the right of condemnation or other eminent domain proceedings (hereinafter called “Taking”). Forthwith upon receipt by Mortgagor of notice of the institution of any proceeding or negotiations for a Taking, the Mortgagor shall give notice thereof to the Mortgagee. The Mortgagee may appear in any such proceedings and participate in any such negotiations and may be represented by counsel. The Mortgagor, notwithstanding that the Mortgagee may not be a party to any such proceeding, will promptly give to the Mortgagee copies of all notices, pleadings, judgments, determinations, and other papers received by the Mortgagor therein. The Mortgagor will not enter into any agreement permitting or consenting to the Taking of the Mortgaged Property, or any part thereof, or providing for the conveyance thereof in lieu of condemnation, with anyone authorized to acquire the same in condemnation or by eminent domain unless the Mortgagee shall first have consented thereto in writing, which consent will not be unreasonably withheld. All Taking awards shall be adjusted jointly by the Mortgagor and the Mortgagee. All awards payable as a result of a Taking shall be paid to the Mortgagee, which may, at its option, apply them after first deducting the Mortgagee’s expenses incurred in the collection thereof, to the payment of the Indebtedness, whether or not due and in such order of application as the Mortgagee may determine, or to the repair or restoration of the Mortgaged Property, in such manner as the Mortgagee may determine. Any application of Taking awards to principal of the Indebtedness shall not extend or postpone the due date of any installments payable under the Indebtedness or change the amount of such installments. (b) If the Taking involves a taking of any building or other Improvements now or hereafter located on the Property, the Mortgagor shall proceed, with reasonable diligence, to demolish and remove any ruins and complete repair or restoration of the Mortgaged Property as nearly as possible to its size, type and character immediately prior to the Taking, but only to the extent that the condemnation awards are available or adequate to complete such repair or restoration. (c) The Mortgagor shall promptly reimburse the Mortgagee upon demand for all of the Mortgagee’s expense, including reasonable attorneys’ fees, incurred in the collection of awards. 12. Information; Books and Records. The Mortgagor will prepare or cause to be prepared at the Mortgagor’s expense and deliver to the Mortgagee immediately upon becoming aware of the existence of any condition or event which constitutes, or which after notice or lapse of time or both would constitute, an Event of Default, written notice specifying the nature and period of existence thereof and what action the Mortgagor has taken, is taking or proposes to take with respect thereto. The Mortgagor shall keep and maintain at all times at the Mortgagor’s address stated below or at such other place as the Mortgagee may approve in writing, complete and accurate books of accounts and records in sufficient detail to correctly reflect the receipts and expenses in connection with the acquisition, construction, operation and/or sale of the Mortgaged Property and copies of all written contracts, leases and other instruments which affect the Mortgaged Property. Such books, records, contracts, leases and other instruments shall be subject to examination and inspection by the Mortgagee or its representative during ordinary business hours. 6 Council Packet Page Number 250 of 336 G4, Attachment 11 13. Indemnification by the Mortgagor. The Mortgagor shall bear all loss, expense (including reasonable attorneys’ fees) and damage in connection with, and agrees to indemnify and hold harmless the Mortgagee and its agents, servants and employees (the “Indemnified Parties”) from, all claims, demands and judgments made or recovered against the Indemnified Parties because of bodily injuries, including death at any time resulting therefrom, and/or because of damages to property of the Mortgagee or others (including loss of use) from any cause whatsoever, arising out of, incidental to, or in connection with the construction and/or operation of the Improvements prior to appointment of a receiver or foreclosure of this Mortgage or arising by reason of the presence of hazardous or toxic substances on the Property or in the Improvements or releases thereof from the Mortgaged Property, whether or not due to any act of omission or commission, including negligence of the Mortgagor or the Mortgagor’s employee, servants or agents. The Mortgagor’s liability hereunder shall not be limited to the extent of insurance carried by or provided by the Mortgagor or subject to any exclusion from coverage in any insurance policy. The obligations of the Mortgagor under this paragraph shall survive the payment of the Note; provided, however, that Mortgagor shall not be required to indemnify, defend, and hold harmless the Indemnified Parties from and against any of the foregoing if such claims, demands, losses, expenses, and/or judgements made or recovered against or suffered by the Indemnified Parties are the result of the gross negligence of intentional misconduct of such Indemnified Parties. 14. Security Interest. This Mortgage shall constitute a security agreement with respect to (and the Mortgagor hereby grants the Mortgagee a security interest in) the tangible personal property and fixtures included in the Mortgaged Property, as more particularly described in Granting Clause I of this Mortgage, and the Revenues and Income, as more particularly described in Granting Clause II. The Mortgagor will from time to time, at the request of the Mortgagee, execute any and all financing statements covering such personal property and fixtures (in a form satisfactory to the Mortgagee) which the Mortgagee may reasonably consider necessary or appropriate to perfect its interest. 15. Events of Default. Each of the following occurrences shall constitute an event of default hereunder (herein called an “Event of Default”): (a) The Mortgagor shall fail to duly and punctually pay any obligation payable under the Note or Loan Agreement which is not cured within ten (10) business days after written notice from the Mortgagee. (b) The Mortgagor shall fail duly to perform or observe any of the covenants or agreements contained in this Mortgage (other than default in the performance, or breach, of any covenant of the Mortgagor in paragraph 1(a) hereof) and such failure shall continue for a period of 60 days after the Mortgagee has given written notice to the Mortgagor specifying such default or breach. (c) The Mortgagor shall make assignment for the benefit of the Mortgagor’s creditors, or shall admit in writing the Mortgagor’s inability to pay the Mortgagor’s debts as they become due, or shall file a petition in bankruptcy, or shall become or be adjudicated bankrupt or insolvent, however defined, or shall file a petition seeking any reorganization, dissolution, liquidation, arrangement, composition, readjustment or similar relief under any present or future bankruptcy or insolvency statute, law or regulation or shall file an answer 7 Council Packet Page Number 251 of 336 G4, Attachment 11 admitting to or not contesting the material allegations of petition filed against the Mortgagor in such proceedings, or shall not, within 90 days after the filing of such petition against the Mortgagor, have same dismissed or vacated, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of a material part of the Mortgagor’s properties or of the Mortgaged Property or shall not, within 90 days after the appointment, without the Mortgagor’s consent or acquiescence, of a trustee, receiver or liquidator of any material part of the Mortgagor’s properties or of the Mortgaged Property, have such appointment vacated. (d) An Event of Default under the Loan Agreement (as defined in the Loan Agreement) or Note shall have occurred and be continuing or the Mortgagor shall be in default under any other agreement now or hereafter entered into by the Mortgagor and the Mortgagee in connection with the Loan Agreement or the Grant-Eligible Activities contemplated therein after expiration of any applicable cure periods. 16. Remedies. Whenever any Event of Default shall have occurred and be continuing, the Mortgagee may, at its option, exercise one or more of the following rights and remedies (and/or any other rights and remedies available to it), subject to the rights of the Senior Lender (hereinafter defined) pursuant to the terms and conditions of the Subordination Agreement (hereinafter defined): (a) The Mortgagee may, by written notice to the Mortgagor, declare immediately due and payable all Indebtedness secured by this Mortgage, and the same shall thereupon be immediately due and payable, without further notice or demand. (b) The Mortgagee shall have and may exercise with respect to all personal property and fixtures which are part of the Mortgaged Property and with respect to the Revenues and Income all the rights and remedies accorded upon default to a secured party under the Uniform Commercial Code, as in effect in Minnesota. If notice to the Mortgagor of the intended disposition of such property is required by law in a particular instance, such notice shall be deemed commercially reasonable if given to the Mortgagor in the manner specified in paragraph 20 at least ten (10) calendar days prior to the date of intended disposition. The Mortgagor shall pay on demand all costs and expenses incurred by the Mortgagee in exercising such rights and remedies, including without limitation, reasonable attorneys’ fees and legal expenses. (c) The Mortgagee may (and is hereby authorized and empowered to) foreclose this Mortgage by action or advertisement, pursuant to the statutes of Minnesota in such case made and provided, power being expressly granted to sell the Mortgaged Property at public auction and convey the same to the purchaser in fee simple the Mortgagor’s interest in the Property at the time of such sale and, out of the proceeds arising from such sale, to pay all Indebtedness secured hereby, and all legal costs and charges of such foreclosure and the maximum attorneys’ fees permitted by law, which costs, charges and fees the Mortgagor agree to pay. THE MORTGAGOR HEREBY CONSENTS TO AND ACKNOWLEDGES THE RIGHT OF THE MORTGAGEE, AT MORTGAGEE’S OPTION, TO ACT TO FORECLOSE THIS 8 Council Packet Page Number 252 of 336 G4, Attachment 11 MORTGAGE BY ACTION OR ADVERTISEMENT PURSUANT TO MINNESOTA STATUTES, CHAPTER 580 OR 581. A POWER OF SALE BEING HEREIN EXPRESSLY GRANTED WHICH SHALL ALLOW THE MORTGAGEE TO SELL AT PUBLIC AUCTION AFTER SERVICE OF NOTICE THEREOF UPON THE OCCUPANT OF THE MORTGAGED PROPERTY, THE MORTGAGOR ACKNOWLEDGES THAT SUCH SERVICE NEED NOT BE MADE ON THE MORTGAGOR PERSONALLY UNLESS THE MORTGAGOR IS AN OCCUPANT OF THE MORTGAGED PROPERTY AND THAT NO HEARING IS REQUIRED IN CONNECTION WITH THE SALE. MORTGAGOR EXPRESSLY WAIVES ANY AND ALL RIGHTS TO PRIOR NOTICE OF SALE AND ANY AND ALL RIGHTS TO PRIOR HEARING IN CONNECTION WITH THE SALE. OUT OF THE PROCEEDS OF SUCH SALE THE PRINCIPAL AMOUNT OF THE LOAN SHALL BE PAID TOGETHER WITH ALL LEGAL COSTS AND CHARGES OF FORECLOSURE WITH MAXIMUM ATTORNEYS’ FEES PERMITTED BY LAW. (d) The Mortgagee shall be entitled, without notice and without any showing of waste of the Mortgaged Property, inadequacy of the Mortgaged Property as security for the Indebtedness, or insolvency of the Mortgagor, to the appointment of a receiver of the rents and profits of the Mortgaged Property, including those past due. (e) The Mortgagee may pursue one or more of the remedies provided for in the Loan Agreement or any other agreement now or hereafter entered into between the Mortgagor and the Mortgagee in connection with the Loan Agreement or the Grant- Eligible Activities contemplated herein. 17. Estoppel Certificate. The Mortgagor agrees at any time and from time to time, upon not less than 15 days’ prior notice by the Mortgagee, to execute, acknowledge and deliver, without charge, to the Mortgagee or to any person designated by the Mortgagee, a statement in writing certifying, to the best of its knowledge, that this Mortgage is unmodified (or if there have been modifications, identifying the same by the date thereof and specifying the nature thereof), the principal amount then secured hereby, that the Mortgagor has not received any notice of default or notice of acceleration or foreclosure of this Mortgage (or if the Mortgagor has received such a notice, that it has been revoked, if such be the case), that to the knowledge of the Mortgagor no Event of Default exists hereunder (or if any such Event of Default does exist, specifying the same and stating that the same has been cured, if such be the case), the Mortgagor to the Mortgagor’s knowledge have no claims or offsets against the Mortgagee (or if the Mortgagor have any such claims, specifying the same), and the dates to which the principal and the other sums and charges payable by the Mortgagor pursuant to the Loan Agreement have been paid. In the event the Mortgagor fails to execute, acknowledge and deliver such statement within the time above required, the Mortgagor hereby appoint and constitute the Mortgagee as the Mortgagor’s attorney- in-fact to do so (which power of attorney is coupled with an interest and is irrevocable), the Mortgagor shall be fully bound by any such statement executed by the Mortgagee on the Mortgagor’s behalf to the same extent as if the Mortgagor had executed, acknowledged and delivered the same. The Mortgagee agrees to provide statements of the principal balance payable pursuant to the Note from time to time upon request of the Mortgagor. 18. Forbearance Not a Waiver, Rights and Remedies Cumulative. No delay by the Mortgagee in exercising any right shall be deemed a waiver of or preclude the exercise of such 9 Council Packet Page Number 253 of 336 G4, Attachment 11 right or remedy, and no waiver by the Mortgagee of any particular provision of this Mortgage shall be deemed effective unless in writing signed by the Mortgagee. All such rights and remedies provided for herein or which the Mortgagee may have otherwise, at law or in equity, shall be distinct, separate and cumulative and may be exercised concurrently, independently or successively in any order whatsoever, and as often as the occasion therefor arises. The Mortgagee’s taking action pursuant to paragraph 10 or receiving proceeds, awards or damages pursuant to paragraph 7 or 11 shall not impair any right or remedy available to the Mortgagee under paragraph 16 hereof. Acceleration of maturity of the Indebtedness, once claimed hereunder by the Mortgagee, may, at the option of Mortgagee, be rescinded by written acknowledgment to that effect by the Mortgagee, but the tender and acceptance of partial payments alone shall not in any way affect or rescind such acceleration of maturity of the Indebtedness. 19. Successors and Assigns Bound; Number; Gender; Agents; Captions. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective heirs, legal representatives, successors and assignees of the Mortgagee and the Mortgagor. Wherever used, the singular number shall include the plural, and the plural the singular, and the use of any gender shall apply to all genders. In exercising any rights hereunder or taking any actions provided for herein, the Mortgagee may act through its employees, agents or independent contractor as authorized by Mortgagee. The captions and headings of the paragraphs of this Mortgage are for convenience only and are not to be used to interpret or define the provisions hereof. 20. Notice. Any notice from the Mortgagee to the Mortgagor under this Mortgage shall be deemed to have been given by the Mortgagee and received by the Mortgagor when mailed by certified mail by the Mortgagee or its agents to the Mortgagor at the address set forth in paragraph 26(a) below or at such other address as the Mortgagor may designate in writing to the Mortgagee. 21. Governing Law; Severability. This Mortgage shall be governed by the laws of Minnesota. In the event that any provision or clause of this Mortgage conflicts with applicable law, such conflict shall not affect other provisions of this Mortgage which can be given effect without the conflicting provisions and to this end the provisions of the Mortgage are declared to be severable. 22. Counterparts. This Mortgage may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 23. Waiver of Marshaling. Subject to the rights of the senior lenders, the Mortgagor, any party who consents to this Mortgage, and any party who now of hereafter acquires a lien on the Mortgaged Property and who has actual or constructive notice of this Mortgage hereby waives any and all right to require the marshaling of assets in connection with the exercise of any of the remedies permitted by applicable law or provided herein and waives any right to have the Mortgaged Property sold in separate tracts pursuant to Minnesota Statutes, Section 580.08. 24. Construction Mortgage. This Mortgage secures an obligation incurred for the construction of an improvement on land and is a construction mortgage. 10 Council Packet Page Number 254 of 336 G4, Attachment 11 25. Application of Rents. Notwithstanding anything to the contrary herein, all Rents collected by the Mortgagee or any receiver each month shall be applied as determined by Mortgagor, or as otherwise determined by applicable law. 26. Fixture Filing. From the date of its recording, this Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all goods constituting part of the Mortgaged Property (as more particularly described in Granting Clause I of this Mortgage) which are or are to become fixtures related to the real estate described herein. For this purpose, the following information is set forth: (a) Name and Address of the Mortgagor: Gladstone Crossing Limited Partnership 2610 University Ave. W., Suite 100 St. Paul, MN 55114 Attn: President With a copy to: Hust Law 5021 Vernon Ave. S., #298 Minneapolis, MN 55436 Attn: Bridget A. Hust (b) Name and Address of the Mortgagee: City of Maplewood 1830 County Road B E Maplewood, MN 55109 Attn: City Manager With a copy to: Kennedy & Graven, Chartered 150 South Fifth Street, Suite 700 Minneapolis, MN 55402 Attention: Ronald H. Batty (c) Name and Address of the Limited Partner: ___________________________ ___________________________ ___________________________ ___________________________ ___________________________ With a copy to: ___________________________ ___________________________ ___________________________ 11 Council Packet Page Number 255 of 336 G4, Attachment 11 ___________________________ This document covers goods which are or are to become fixtures. 27. Additional Provisions. (a) The Mortgagee agrees, notwithstanding any other provision herein to the contrary, that in the event of a foreclosure of the Property, that no tenant may be evicted or tenancy terminated (other than for good cause), and the rent on no apartment unit may be increased, for the three year period following foreclosure if such eviction, termination of tenancy or increase in rent would be contrary to the provisions of Section 42(h)(6)(E) of the Internal Revenue Code of 1986, as amended. This Mortgage is expressly subordinate to this provision. (b) This Mortgage and the Note shall be construed according to the laws of Minnesota. (c) In the event of any fire or other casualty to the Project or eminent domain proceedings resulting in condemnation of the Project or any part hereof, the Mortgagor shall have the right to rebuild the Project, and to use all available insurance or condemnation proceeds therefor, provided that no material default then exists under the Loan Documents. If the casualty or condemnation affects only part of the Project and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial repayment of the Loan in a manner that provides adequate security to the Mortgagee for repayment of the remaining balance of the Loan. (d) The Mortgagor will permit the Mortgagee’s authorized representatives to enter the Property at all times during normal business hours for the purpose of inspecting the same; provided the Mortgagee shall have no duty to make such inspections and shall not incur any liability or obligation for making or not making any such inspections. (e) The Mortgagor hereby agrees to defend, indemnify, and hold harmless Mortgagee from and against any and all claims, losses, damages, liabilities, costs, and expenses, including without limitation reasonable attorneys’ fees, incurred by the Mortgagee as a result of any hazardous materials or substances which are on the Property in violation of applicable environmental laws at any time during which the Mortgagor shall be in custody or control of the Property. This indemnification shall remain in full force and effect and shall survive the repayment of the Loan and the exercise of any remedy by the Mortgagee hereunder including a foreclosure of the Mortgage or the acceptance of a deed in lieu of foreclosure. (f) The Mortgagor shall have the right and privilege, but not the obligation, to borrow additional funds and to further encumber the security and collateral given and pledged to the Mortgagee hereunder at any time, from time to time, and as often as the 12 Council Packet Page Number 256 of 336 G4, Attachment 11 Mortgagor shall determine, but only with the prior written consent of the Mortgagee, which consent shall not be unreasonably withheld, delayed and conditioned, except for the Permitted Encumbrances set forth in Exhibit B. (g) If the Mortgagor fails to perform any of the covenants and agreements contained in this Mortgage, subject to any applicable cure periods, or if any action or proceeding is commenced which effects the Property or the interest of the Mortgagee therein, or the title thereto, then the Mortgagee, at Mortgagee’s option, upon 60 days advance written notice to the Mortgagor, may perform such covenants and agreements to defend against and/or investigate such action or proceeding, and take such other action as the Mortgagee deems necessary to protect the Mortgagee’s interest. The Mortgagee shall be the sole judge of the legality, validity and priority of any claim, lien, encumbrance, tax assessment, charge and premium paid by it and of the amount necessary to be paid in satisfaction thereof. The Mortgagee is hereby given the irrevocable power of attorney (which power is coupled with an interest and is irrevocable) effective 60 days after written notice, to enter upon the Property as the Mortgagor’s agent in the Mortgagor’s name to perform any and all covenants and agreements to be performed by the Mortgagor as herein provided. Any amounts disbursed or incurred by the Mortgagee pursuant to this paragraph shall become additional indebtedness of the Mortgagor secured by this Mortgage. Unless the Mortgagor and the Mortgagee agree in writing to other terms of repayment, such amounts shall be immediately due and payable. The Mortgagee shall, at its option, be subrogated to the lien of any mortgage or other lien discharged in whole or in part by the indebtedness or by the Mortgagee under the provisions hereof, and any such subrogation rights shall require the Mortgagee to incur any expense or do any act hereunder, and the Mortgagee shall not be liable to the Mortgagor for any damages or claims arising out of action taken by the Mortgagee pursuant to this paragraph. THE MORTGAGOR ACKNOWLEDGES THAT THIS IS A LEGAL DOCUMENT AND THAT BEFORE SIGNING THE MORTGAGOR HAS FULLY UNDERSTOOD THE TERMS AND CONDITIONS HEREIN, AND THE RIGHTS WAIVED HEREBY AND THE EFFECT OF SUCH WAIVER OR HAS SOUGHT LEGAL COUNSEL TO EXPLAIN SUCH TERMS AND CONDITIONS, RIGHTS AND THE WAIVER OF SUCH RIGHTS. (The remainder of this page is intentionally left blank.) 13 Council Packet Page Number 257 of 336 G4, Attachment 11 IN WITNESS WHEREOF, the Mortgagor has caused this Mortgage to be duly executed as of the day and year first above written. GLADSTONE CROSSING LIMITED PARTNERSHIP, a Minnesota limited partnership By: Gladstone Crossing GP LLC, a Minnesota limited liability company Its: General Partner By: Name: Chris LaTondresse Title: President STATE OF MINNESOTA ) ) ss COUNTY OF __________________) The foregoing instrument was acknowledged before me this _____ day of _______________, 2026 by Chris LaTondresse, the President of Gladstone Crossing GP LLC, a Minnesota limited liability company, the General Partner of Gladstone Crossing Limited Partnership, a Minnesota limited partnership, on behalf of the limited partnership. ___________________________________ Notary Republic This document drafted by: Hust Law 5021 Vernon Ave. S., #298 Minneapolis, MN 55436 S-1 Council Packet Page Number 258 of 336 G4, Attachment 11 EXHIBIT A LEGAL DESCRIPTION A-1 Council Packet Page Number 259 of 336 G4, Attachment 11 EXHIBIT B PERMITTED ENCUMBRANCES To be completed upon Council Packet Page Number 260 of 336 G4, Attachment 12 LOAN AGREEMENT (LHIA) THIS LOAN AGREEMENT (the “Agreement”) is made and entered into as of this ___ day of ____________, 2026 (the “Effective Date”), between the City of Maplewood, a municipal corporation under the laws of Minnesota (the “City”), and Gladstone Crossing Limited Partnership, a Minnesota limited partnership (the “Borrower”). The Effective Date is the date this Agreement is executed by the second party to sign. WITNESSETH: WHEREAS, the Borrower has acquired and intends to redevelop the property located at 1375 Frost Avenue in the City and legally described in Exhibit A attached hereto (the “Redevelopment Property”) and construct thereon a multifamily residential rental development consisting of 40 units meeting certain affordability levels (the “Project”); and WHEREAS, to assist with the costs of the Project, the City, on behalf of the Borrower, applied for and received a Local Housing Incentives Account (“LHIA”) grant in the total sum of $500,000 (the “LHIA Grant”) from the Metropolitan Council (the “Council”); and WHEREAS, on __________________________, the Council and the City entered into a Metropolitan Livable Communities Act Grant Agreement (the “Grant Agreement”), with an expiration date of December 31, 2026, as may be extended pursuant to Section 5.03 of the Grant Agreement, as more specifically described herein and which is attached hereto as Exhibit B; and WHEREAS, the proceeds of the LHIA Grant may be used for eligible project activities of the Project to be constructed on the Redevelopment Property and as further described in the Grant Agreement (the “Grant-Eligible Activities”), which amounts may be reallocated pursuant to Section 2.09 of the Grant Agreement; and WHEREAS, the City desires to loan the proceeds of the LHIA Grant in the principal amount of $500,000 to the Borrower (the “Loan”) to provide financing for a portion of the Grant- Eligible Activities with respect to the construction of the Project on the Redevelopment Property; and WHEREAS, the City believes that the development of the Project, and fulfillment generally of this Agreement, are in the vital and best interests of the City and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable Minnesota and local laws and requirements under which the Project has been undertaken and is being assisted; and WHEREAS, the City and the Borrower desire to enter into this Agreement for the purpose of setting forth their respective responsibilities with respect to the Loan. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 1 Council Packet Page Number 261 of 336 G4, Attachment 12 ARTICLE I DEFINITIONS As used in this Agreement, the following terms shall have the following meaning: Borrower Documents: any and all documents and instruments in connection with the Project as reasonably requested by the City. Disbursement Request Form: the form, substantially in the form attached hereto as Exhibit C, to be submitted to the City when a disbursement of the Loan is requested and which is referred to in Article VI hereof, together with such other request forms as may be reasonably required from the Council and the City. Grant Agreement: the Metropolitan Livable Communities Act Grant Agreement No. SG- 18117 between the Council and the City for the Gladstone Crossing Project, attached hereto as Exhibit B. Grant-Eligible Activities: the activities on the Redevelopment Property funded in full or in part by the LHIA Grant, as set forth in Exhibit A of the Grant Agreement. Loan: the sum of $500,000 to be loaned by the City to the Borrower under this Agreement. Loan Documents: collectively, this Agreement, the Mortgage, and the Note. Mortgage: the Combination Mortgage and Security Agreement of even date herewith from the Borrower to the City securing repayment of the Note in the form approved by the City. Note: the Note of even date herewith from the Borrower to the City in the amount of the Loan evidencing Borrower’s obligation to repay the Loan in the form approved by the City. Plans and Specifications: the final plans and specifications for the construction and installation of the Grant-Eligible Activities which have been approved by the City. Project: the Gladstone Crossing Project including 40 units of affordable multifamily residential housing. Project Costs: the costs of the Grant-Eligible Activities eligible to be reimbursed with the proceeds of the LHIA Grant under the Grant Agreement and as authorized by law. Redevelopment Property: the property legally described in Exhibit A attached hereto. 2 Council Packet Page Number 262 of 336 G4, Attachment 12 ARTICLE II TERM OF AGREEMENT This Agreement shall take effect and be in force from and after the Effective Date, and shall remain in effect until the Borrower has performed all of its obligations under this Agreement, the Loan Documents, and the Grant Agreement, unless earlier terminated as provided in this Agreement or the Grant Agreement. ARTICLE III THE LOAN Subject to the terms and conditions of this Agreement, the City will make the Loan to the Borrower to be used for payment of Project Costs, which Loan shall be disbursed pursuant to this Agreement. In consideration for the Loan, the Borrower agrees to perform all of its obligations under this Agreement. The Loan shall be evidenced by the Note payable by the Borrower to the City which shall be dated as of the date of closing on the Loan (the “Loan Closing Date”). Proceeds of the Loan shall be disbursed in accordance with Articles V and VI hereof. ARTICLE IV STATEMENT OF WORK Proceeds of the Loan may be used to construct any of the improvements described as Grant- Eligible Activities in the Grant Agreement in accordance with the terms set forth herein. In accordance with the Grant Agreement, the Borrower will commence construction of the Grant- Eligible Activities and pay the Project Costs with respect to the Project Improvements prior to December 31, 2026. The grant expires on December 31, 2026. If the Borrower finds it necessary to request an extension of the Grant Agreement from the Metropolitan Council, the Borrower must provide written notice to the City at least 120 days prior to the expiration date of the grant in order for the City to have sufficient time to request an extension of the Grant Agreement under Section 5.03 of the Grant Agreement. ARTICLE V CONDITIONS OF DISBURSEMENT The obligation of the City to make or cause to be made disbursements of the proceeds of the Loan pursuant to Article VI hereof shall be subject to the conditions precedent that it shall have received on or before the date of the disbursement hereunder the following: a. the Borrower Documents, the Mortgage, and the Note, duly executed and delivered by the Borrower; b. evidence satisfactory to the City that the Grant-Eligible Activities and the construction and contemplated use thereof are permitted by and comply in all material respects with all applicable restrictions and requirements in prior conveyances, zoning ordinances, subdivision and platting requirements and other laws and regulations; 3 Council Packet Page Number 263 of 336 G4, Attachment 12 c. all other conditions specified in the authorizing City approvals and entitlements and the Grant Agreement shall have been duly satisfied by the Borrower or waived in writing by the City or the Council, as applicable; d. no uncured Event of Default (as defined in Article VIII hereof), and no event which with the giving of notice or the lapse of time or both would constitute an Event of Default, shall have occurred and be continuing and all representations and warranties made by the Borrower in Article VII hereof shall continue to be true and correct as of the date of such disbursement; e. if required by the City, the City shall have been furnished with a statement of the Borrower and of any contractor, in form and substance acceptable to the City, setting forth the names, addresses and amounts due or to become due as well as the amounts previously paid to every contractor, subcontractor, person, firm or corporation furnishing materials or performing labor in connection with the construction of any part of the Grant-Eligible Activities; and f. the Borrower shall have provided to the City such documentation and information reasonably necessary to evidence its compliance with all of the provisions of this Agreement, including without limitation the provisions of the Grant Agreement applicable to the Borrower, as the City may reasonably request. ARTICLE VI REQUESTS FOR DISBURSEMENT 6.01. Disbursement. The City and the Borrower agree that, on the terms and subject to the conditions hereinafter set forth and the conditions set forth in the Grant Agreement, including the reallocation of Project Costs among the Grant-Eligible Activities pursuant to Section 2.09 of the Grant Agreement, the Loan shall be disbursed from the City to the Borrower, or the Borrower’s agent or designee, in disbursements, with the last disbursement being made upon one hundred percent (100%) completion of the Grant-Eligible Activities. Disbursements of the Loan shall not be made more often than monthly. Notwithstanding anything to the contrary contained herein, the City shall only be obligated to make the disbursements hereunder to pay Project Costs in an amount up to or equal to the lesser of the amount of the Loan or the amount actually disbursed by the Council to the City under the Grant Agreement and such obligation is further subject to the conditions of Article V hereof. 6.02. Disbursement Request. a. When the Borrower desires to obtain a disbursement of the Loan, the Borrower shall submit to the City the Disbursement Request Form, together with any additional documents required by the City or the Council, duly signed by the Borrower. The Disbursement Request Form shall be submitted by the Borrower at least 45 days prior to the date of the requested disbursement. The Disbursement Request Form shall constitute a representation and warranty by the Borrower to the City that all 4 Council Packet Page Number 264 of 336 G4, Attachment 12 representations and warranties of the Borrower set forth in the Borrower Documents are true and correct as of the date of such Disbursement Request Form, except for such representations and warranties which, by their nature, would not be applicable as of the date of such Disbursement Request. b. At the time of submission of the Disbursement Request Form, the Borrower shall also submit the following to the City: 1. a written lien waiver from the general contractor for work done and materials supplied by it which were paid or a conditional lien waiver from the general contractor for work done and materials supplied by it which are to be paid pursuant to the current Disbursement Request Form and from each subcontractor for work done and materials supplied by it which were paid or are to be paid for pursuant to the prior Disbursement Request Form; 2. evidence satisfactory to the City that the Grant-Eligible Activities completed as of the date of the Disbursement Request Form have been constructed in accordance with the Plans and Specifications in all material respects; 3. an executed Sworn Construction Statement, in form and substance acceptable to such parties, signed by the Borrower showing all costs and expenses of any kind theretofore actually paid or incurred in constructing the Grant-Eligible Activities; and 4. a certified statement of the Borrower reflecting the use to which the proceeds of the Loan have been applied in addition to those uses reflected in the Sworn Construction Statement referred to in clause (b)(3) above. c. Upon receipt of the Disbursement Request Form, if the City has determined that all the conditions set forth in Articles V and VI hereof have been satisfied, a request for disbursement shall be submitted to the Council. The adequacy of the request for disbursement shall be determined by the City and the Council in their sole discretion. After submission of the Disbursement Request Form, if the Borrower has performed all of its agreements and complied with all requirements to be performed or complied with under this Agreement and the Grant Agreement, including satisfaction of all applicable conditions precedent contained in Article V hereof, the City shall make a disbursement to the Borrower, or the Borrower’s agent or designee, in the amount of the requested disbursement or such lesser amount as shall be approved, within 45 days after the date of the City’s receipt of the Disbursement Request Form, or, if later, upon receipt of grant proceeds from the Council. Each disbursement shall be paid from the proceeds of the LHIA Grant, subject to the City’s and the Council’s determination that the relevant Project Cost is payable from the LHIA Grant under the Grant Agreement. The City is under no obligation to disburse any proceeds of the Loan until it receives a disbursement of the LHIA Grant from the Council. Notwithstanding anything to the contrary herein, if the Project Costs of the Grant-Eligible Activities exceeds the amount to be reimbursed under this Agreement, such excess shall be the sole responsibility of the Borrower. 5 Council Packet Page Number 265 of 336 G4, Attachment 12 ARTICLE VII BORROWER’S COVENANTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS The Borrower covenants, represents, warrants and agrees that: a. The Borrower is a limited partnership duly organized and validly existing under the laws of Minnesota, is duly authorized to operate in Minnesota, has the power to enter into and execute this Agreement and by appropriate action has authorized the execution and delivery of this Agreement. b. The Borrower Documents will not result in any breach of or constitute a default under any other mortgage, lease, loan, grant or credit agreement, organizational documents, or other instrument to which the Borrower is a party or by which it may be bound or affected. c. The Loan Documents will constitute valid, legal and binding obligations of the Borrower enforceable against the Borrower. d. The Borrower has or will have all necessary approvals, licenses and permits required for construction and operation of the Project except those which cannot be obtained until completion of the Grant-Eligible Activities or the Project, as the case may be. e. The Borrower shall permit the City, upon reasonable notice, to examine all books, records, contracts, plans, permits, bills and statements of account pertaining to the Grant-Eligible Activities and to make copies as the City may require. f. The Borrower shall obey and comply with all federal, state and local laws, rules and regulations in connection with the Project. g. The City’s actions in approving the Loan shall not be construed as an approval by the City of providing any additional funds for the Project or other improvements related to the Project. h. The Borrower agrees to pay for all of the costs incurred to construct the Grant-Eligible Activities including any cost overruns. There are no public funds for the Grant-Eligible Activities except for the Loan. ARTICLE VIII DEFAULT Any one or more of the following shall constitute an event of default (an “Event of Default”) under this Agreement: 6 Council Packet Page Number 266 of 336 G4, Attachment 12 a. The Borrower shall herein default in the performance or observance of any agreement, covenant or condition required to be performed or observed by the Borrower under the terms of this Agreement or the Grant Agreement, to the extent such obligations exist, and such default shall not be remedied within 60 days after written notice to the Borrower from the City specifying such default. b. The Borrower shall be in default of any term of any other agreement relating to the Grant-Eligible Activities which is not cured within 60 days after written notice from the City or if the default cannot be cured within 60 days within such reasonable time as is required to cure the default, provided that the Borrower is diligently pursuing a cure. c. Any representation or warranty made by the Borrower herein or any document or certificate furnished to the City shall prove at any time to be incorrect or misleading as of the date made. d. The Borrower engages in any illegal activities. e. The Borrower uses any of the Loan funds contrary to this Agreement or the Grant Agreement which is not cured within 60 days after written notice from the City. f. The Borrower shall fail to obtain and/or keep in force insurance only of the types and in the amounts as specified within this Agreement, or shall fail to indemnify and hold harmless the City as set forth herein which is not cured within ten (10) business days after written notice from the City. g. The failure to repay any principal of the Loan when due. ARTICLE IX REMEDIES Whenever any Event of Default shall have happened and is continuing beyond any applicable cure period, any one or more of the following remedial steps may be taken by the City: a. The City may terminate this Agreement; b. The City may suspend or terminate any further disbursements to be made under this Agreement; c. The City may suspend its performance under this Agreement during the continuance of the Event of Default; and/or d. The City may take whatever action at law or in equity may be necessary or appropriate to seek repayment or reimbursement of the Loan funds disbursed to the Borrower, to enforce performance and observance of any obligation, agreement, covenant, representation or warranty of the Borrower under this Agreement, or any related 7 Council Packet Page Number 267 of 336 G4, Attachment 12 instrument; or to otherwise compensate the City for any damages on account of such Event of Default. No remedy conferred upon or reserved to the City is intended to be exclusive of any other available remedy or remedies, but each and every such 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 or by statute. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power, nor 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 City to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be herein expressly required or be required by law. ARTICLE X ADDITIONAL PROVISIONS a. Indemnity, Hold Harmless. The Borrower shall and does hereby agree to indemnify against and to hold the City, and its officers, councilmembers, agents, and employees including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this section, collectively the “Indemnified Parties”), harmless of and from any and all liability, loss, or damage that it or they may incur under or by reason of this Agreement and 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 Grant-Eligible Activities or the Project, and of and from any and all claims and demands whatsoever that may be asserted against one or more of the Indemnified Parties by reason of any alleged obligations or undertakings on the Borrower’s part to perform or discharge any of the terms, covenants, or agreements contained herein. Except for any willful misrepresentation or any willful, wanton, or grossly negligent misconduct of the Indemnified Parties, the Borrower agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever under this Agreement, the Grant Agreement or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project or the Grant-Eligible Activities. This indemnification and hold harmless provision shall survive the execution, delivery, and performance of this Agreement and the creation and repayment of any indebtedness to City under this Agreement. b. Independent Contractor. For the purpose of this Agreement, the Borrower shall be deemed an independent contractor and not an employee or agent of the City. Any and all employees or agents of the Borrower shall not be considered employees or agents of the City. 8 Council Packet Page Number 268 of 336 G4, Attachment 12 c. Compliance With Minnesota Laws. All of the data created, collected, received, stored, used, maintained or disseminated by the Borrower with respect to the Grant-Eligible Activities are subject to the requirements of Minnesota Statutes, Chapter 13, (the “Minnesota Government Data Practices Act” or “MGDPA”) and, except as provided in Section 13.05, subdivision 11(b) of the MGDPA, the Borrower agrees to comply with those requirements under the MGDPA to the extent applicable. The remedies in Section 13.08 of the MGDPA may apply to the Borrower. If any provision of this Agreement is in conflict with the MGDPA or other Minnesota State laws, state law shall control. The Borrower shall comply with the conflict of interest provisions of Minnesota Statutes, Sections 471.87 through 471.88. d. Contractor and Subcontractor Compliance. The Borrower shall comply with and shall cause all contractors and subcontractors to comply with all applicable state and federal laws, and to the extent applicable to the Borrower, the Grant Agreement. The Borrower shall require all contractors and subcontractors performing work covered by the Loan to obtain all required permits, licenses and certifications and comply with all applicable state and federal Occupational Safety and Health Act regulations. e. Site Compliance. The Borrower shall meet or require to be met all applicable requirements of: (1) Federal and state laws relating to stormwater discharges including, without limitation, any applicable requirements of Code of Federal Regulations, title 40, parts 122 and 123; and (2) The Council’s 2030 Water Resources Management Policy Plan and the City’s local water management plan Property is located. f. Fair Housing Compliance. The Borrower shall comply in all respects with the affordability and fair housing marketing plan requirements set forth in Article 3 of the Grant Agreement. g. Environmental Site Assessment. The Borrower shall ensure that a Phase I Environmental Site Assessment or other environmental review of the Project will be carried out if appropriate for the scope and nature of the Project. ARTICLE XI INSURANCE With respect to the Project, the Borrower shall maintain all insurance required by the Grant Agreement. 9 Council Packet Page Number 269 of 336 G4, Attachment 12 ARTICLE XII RECORDS AND REPORTS Upon request, the Borrower shall submit to the City a full account of the status of the activities undertaken as part of this Agreement. The following records shall be maintained by the Borrower, copies of which shall be submitted in such form as City may prescribe: a. All receipts and invoices relating to expenditure of Loan funds. b. Records shall be sufficient to reflect all costs incurred in performance of the Loan. The books, records, documents, and accounting procedures, relevant to the Loan shall be subject to examination by the City, the Council and state agencies and the legislative auditor. ARTICLE XIII AMENDMENT This Agreement shall not be amended or modified without the prior written approval of the City and the Borrower. ARTICLE XIV INCORPORATION OF GRANT AGREEMENT The Borrower acknowledges and agrees that all terms, conditions and obligations contained in the Grant Agreement are incorporated herein, and made a part of this Agreement. In addition to the terms, conditions and obligations described herein, the Borrower further acknowledges, accepts and assumes all of the City’s obligations described in the Grant Agreement, unless such obligations can only be reasonably performed by the City, including but not limited to, the obligation to repay the LHIA Grant if required by the Council. For purposes of enforcing this Agreement, the Borrower acknowledges, accepts and agrees that the City shall inure to, and possess the rights and authority of the Council as described in the Grant Agreement. ARTICLE XV MISCELLANEOUS a. Notices. All notices provided for herein shall be in writing and shall be deemed to have been given when delivered personally or when deposited in the United States mail, registered or certified, postage prepaid, addressed as follows: 10 Council Packet Page Number 270 of 336 G4, Attachment 12 (a) Name and Address of the Borrower: Gladstone Crossing Limited Partnership 2610 University Ave. W., Suite 100 St. Paul, MN 55114 Attn: President With a copy to: Hust Law 5021 Vernon Ave. S., #298 Minneapolis, MN 55436 Attn: Bridget A. Hust (b) Name and Address of the City: City of Maplewood 1830 County Road B E Maplewood, MN 55109 Attn: City Manager With a copy to: Kennedy & Graven, Chartered 150 South Fifth Street, Suite 700 Minneapolis, MN 55402 Attention: Ronald H. Batty (c) Name and Address of the Limited Partner: ___________________________ ___________________________ ___________________________ ___________________________ ___________________________ With a copy to: ___________________________ ___________________________ ___________________________ ___________________________ or addressed to either party at such other address as such party shall hereafter furnish by notice to the other party as above provided. 11 Council Packet Page Number 271 of 336 G4, Attachment 12 b. Binding Effect; Waiver. The provisions of this Agreement shall inure to the benefit of and be binding upon the Borrower and the City and their respective successors and assigns. No delay on the part of the City in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege constitute such waiver nor exhaust the same, which shall be continuing. The rights and remedies of the City specified in this Agreement shall be in addition to and not exclusive of any other right and remedies which the City, by operation of law, would otherwise have. c. Survival of Agreements, Representations and Warranties. All agreements, representations and warranties made in this Agreement by the Borrower shall survive its termination. d. Governing Law. This Agreement and the attachments are to be construed and enforced according to and governed by the laws of Minnesota. e. Counterparts, Electronic Signatures. This Agreement may be executed in any number of counterparts, all of which shall constitute a single agreement, any one of which bearing signatures of all parties shall be deemed an original. An electronic or facsimile signature is deemed to be the same as an original signature. f. Time. Time is of the essence in the performance of this Agreement. g. Entire Agreement. This Agreement contains the entire agreement of the parties hereto on the matters covered herein. No other agreement, statement or promise made by either party or by any employee, officer or agent of either party hereto that is not in writing and signed by both parties to this Agreement shall be binding. h. No Joint Venture. The relationship between the City and the Borrower is solely that of grantor and grantee and the relationship by and between the City and the Borrower is not, nor shall it be deemed to create, a partnership or joint venture in the Project. i. Venue. All matters whether sounding in tort or in contract, relating to the validity, construction, performance, or enforcement of this Agreement shall be controlled by and determined in accordance with the laws of Minnesota, and the Borrower agrees that all legal actions initiated by the Borrower with respect to or arising from any provision contained in this Agreement shall be initiated, filed and venued exclusively in District Court in Ramsey County, Minnesota. j. Attorneys’ Fees and Expenses. In the event the Borrower should default under any of the provisions of this Agreement and the City should employ attorneys or incur other expenses for the collection of amounts due hereunder or the enforcement of performance of any obligation or agreement on the part of the Borrower, the Borrower will on demand pay to the City the reasonable fee of such attorneys and such other expenses so incurred, but only in the event the City prevails in pursuing such claims. 12 Council Packet Page Number 272 of 336 G4, Attachment 12 k. Assignment. This Agreement may not be assigned by the Borrower without the prior written consent of City, which consent shall be in the sole discretion of the City. (The remainder of this page is intentionally left blank.) 13 Council Packet Page Number 273 of 336 G4, Attachment 12 IN WITNESS WHEREOF, the parties have caused this Loan Agreement to be executed the day and year first above written. GLADSTONE CROSSING LIMITED PARTNERSHIP, a Minnesota limited partnership By: Gladstone Crossing GP LLC, a Minnesota limited liability company Its: General Partner By: Name: Chris LaTondresse Title: President Dated: 14 Council Packet Page Number 274 of 336 G4, Attachment 12 CITY OF MAPLEWOOD, MINNESOTA By Marylee Abrams, Mayor Dated: By Michael Sable, City Manager Dated: 15 Council Packet Page Number 275 of 336 G4, Attachment 12 EXHIBIT A LEGAL DESCRIPTION OF REDEVELOPMENT PROPERTY The Redevelopment Property is legally described as follows: A-1 Council Packet Page Number 276 of 336 G4, Attachment 12 EXHIBIT B GRANT AGREEMENT B-1 Council Packet Page Number 277 of 336 G4, Attachment 12 EXHIBIT C DISBURSEMENT REQUEST FORM City of Maplewood 1830 County Road B E Maplewood, MN 55109 Attn: City Manager The undersigned, Gladstone Crossing Limited Partnership, a Minnesota limited partnership (the “Borrower”), pursuant to that certain Loan Agreement, dated as __________________ (the “Loan Agreement”), between the City of Maplewood, Minnesota (the “City”), and the Borrower, hereby requests payment of the expenses listed on the attached Expense Listing. The total amount to be disbursed for this draw is $_________________. In connection with this draw, the undersigned hereby represents as follows: a. each obligation listed in the attached Exhibit A has been incurred and is a Project Cost related to the Grant-Eligible Activities, b. no license or permit necessary for construction of the Grant-Eligible Activities previously issued has been revoked or the issuance thereof subjected to challenge before any court of other governmental authority having or asserting jurisdiction thereover; c. no event has occurred and is continuing which, but for the giving of notice, the expiration of any cure period, or both, would constitute an event of default under the Loan Agreement or the Grant Agreement; d. all funds of the Borrower’s match, if any, have been fully disbursed for the payment of Project Costs; and e. ______% of the Grant-Eligible Activities have been completed. Gladstone Crossing Limited Partnership Approved: By: Gladstone Crossing GP LLC CITY OF MAPLEWOOD, MINNESOTA Its: General Partner By By: ____________________________ Its City Manager Name: Chris LaTondresse Its: President C-1 Council Packet Page Number 278 of 336 G4, Attachment 12 Exhibit A Expense Listing Expense Description Amount C-A-1 Council Packet Page Number 279 of 336 G4, Attachment 13 NOTE (LHIA) $500,000 Maplewood, Minnesota ______________, 2026 FOR VALUE RECEIVED, the undersigned (herein called the “Borrower”), promises to pay to the order of the City of Maplewood, a municipal corporation under the laws of Minnesota, or its assigns (the “Lender”), the sum of $500,000 (the “Loan”). Said sum was made available to the Borrower pursuant to the terms of a Loan Agreement of even date herewith (the “Loan Agreement”) between the Lender and the Borrower to enable the Borrower to undertake the development of the Grant-Eligible Activities (as defined in the Loan Agreement) on Property (as defined in the Loan Agreement) located in the City of Maplewood, Minnesota. 1. This Note shall not bear interest. 2. The principal of the Loan shall be due and payable in one lump sum on the earliest of: (a) December 31, 2076, (b) the sale of any portion of the Property by the Borrower without the Lender’s prior written consent, or (c) the Borrower’s default under the Loan Agreement or Combination Mortgage and Security Agreement of even date herewith (the “Mortgage”) from the Borrower to the Lender (the “Maturity Date”), at which time all unpaid principal and sums paid or advanced by the Lender is due and payable. This Note may also be required to be repaid in whole or in part in accordance with Article IX of the Loan Agreement. The Note may be prepaid at any time without penalty. 3. If suit is instituted by Lender, or its successors or assigns, to recover on this Note, the Borrower agrees to pay all costs of such collection actually incurred, including reasonable attorneys’ fees and court costs. If this Note be reduced to judgment, such judgment shall bear the lawful interest rate pertaining to judgments, but not to exceed six percent (6%) per annum. 4. The Borrower hereby waives presentment, demand, protest and notice of demand, protest and nonpayment of this Note. 5. This Note is given pursuant to the Loan Agreement and the Mortgage delivered by the Borrower. If either the Loan Agreement or the Mortgage is found to be invalid for whatever reason, such invalidity shall constitute an Event of Default hereunder. This Note is secured by the Mortgage and such Mortgage describes the rights of the Lender as to the acceleration of the indebtedness evidenced by this Note. All of the agreements, conditions, covenants, provisions, and stipulations contained in the Loan Agreement, the Mortgage, or any other instrument securing this Note are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein. It is agreed that time is of the essence of this Note. If an Event of Default occurs under the Loan Agreement, the Mortgage, or any other instrument securing this Note, then the Lender may at its right and option, without notice, declare immediately due and payable the principal Council Packet Page Number 280 of 336 G4, Attachment 13 balance of this Note and sums paid or advanced by the Lender, together with reasonable attorneys’ fees and expenses incurred by the Lender in collecting or enforcing payment hereof, whether by lawsuit or otherwise, and all other sums due hereunder or any instrument securing this Note. 6. The remedies of the Lender as provided herein and in the Loan Agreement, the Mortgage, or any other instrument securing this Note shall be cumulative and concurrent and may be pursued singly, successively, or together, and, at the sole discretion of the Lender, may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. The Lender shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Lender and then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. This Note may not be amended, modified, or changed except only by an instrument in writing signed by the party against whom enforcement of any such amendment, modifications, or change is sought. 7. If any term of this Note, or the application thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Note, or the application of such term to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby, and each term of this Note shall be valid and enforceable to the fullest extent permitted by law. 8. This Note shall be governed by and construed in accordance with the laws of Minnesota. 9. Neither the Borrower nor any partner shall have any personal liability for the Borrower’s obligations hereunder, it being recognized by the Lender the obligations of the Borrower hereunder are non-recourse obligations and that the remedies of the Lender are limited to the collateral security provided in connection with the Loan. 10. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts, and things required to exist, happen, and be performed precedent to or in the issuance of this Note do exist, have happened, and have been performed in regular and due form as required by law. (The remainder of this page is intentionally left blank.) 2 Council Packet Page Number 281 of 336 G4, Attachment 13 IN WITNESS WHEREOF, this Note has been duly executed by the undersigned as of the date and year first written above. GLADSTONE CROSSING LIMITED PARTNERSHIP, a Minnesota limited partnership By: Gladstone Crossing GP LLC, a Minnesota limited liability company Its: General Partner By: Name: Chris LaTondresse Title: President s Council Packet Page Number 282 of 336 G4, Attachment 14 COMBINATION MORTGAGE AND SECURITY AGREEMENT (LHIA) THIS MORTGAGE SECURES A LOAN MADE UNDER AN AFFORDABLE HOUSING PROGRAM BY A STATE OR LOCAL GOVERNMENT AGENCY, AND AS SUCH IS EXEMPT FROM MORTGAGE REGISTRATION TAX PURSUANT TO MINNESOTA STATUTES, SECTION 287.04(6). THIS COMBINATION MORTGAGE AND SECURITY AGREEMENT (hereinafter referred to as the “Mortgage”) is made and given as of the ___ day of ___________, 2026, by Gladstone Crossing Limited Partnership, a Minnesota limited partnership (the “Mortgagor”), in favor of the City of Maplewood, a municipal corporation under the laws of Minnesota (the “Mortgagee”). RECITALS: WHEREAS, the Mortgagor hereby mortgages and conveys to the Mortgagee the real property and improvements situated in the County of Ramsey, State of Minnesota, and legally described on Exhibit A attached hereto and made a part hereof, the leases and rents with respect to the real property and improvements and all personal property and equipment, and all products and proceeds thereof owned by Mortgagor and used in the operation of the Project (as defined in the hereinafter-described Loan Agreement) (herein, collectively the “Property”); and WHEREAS, this Mortgage, together with the Loan Agreement of even date herewith (the “Loan Agreement”) between the Mortgagor and the Mortgagee and all other documents securing the Loan as defined below (collectively, the “Loan Documents”) are given in consideration of and as security for the payment of $500,000 (the “Loan”), receipt of which is hereby acknowledged and which is made to enable the Mortgagor to complete the Grant-Eligible Activities (as defined in the Loan Agreement). The Loan is evidenced by a Note (the “Note”) in the amount of $500,000 executed by the Mortgagor, to the order of the Mortgagee, of even date herewith. The unpaid principal sum shall be due and payable by the Mortgagor in full on December 31, 2076 unless forgiven in accordance with the Note (the “Maturity Date”). \\ Council Packet Page Number 283 of 336 G4, Attachment 14 AGREEMENTS: NOW, THEREFORE, to secure (a) the due and punctual payment of principal on the Note and the obligations of the Mortgagor under the Loan Agreement and all renewals, extensions and modifications thereof any agreements or obligations issued in substitution therefore (provided the principal amount secured by this Mortgage shall not exceed $500,000) and (b) the performance of all the covenants and agreements of the Mortgagor herein, in the Loan Agreement and in any other agreement now or hereafter entered into between the Mortgagor and Mortgagee in connection with the Loan Agreement or the Grant-Eligible Activities contemplated therein (the payment and other obligations evidenced by the Loan Agreement, this Mortgage and all such other agreements are hereinafter collectively referred to as the “Indebtedness”), the Mortgagor does hereby mortgage, grant, bargain, sell, assign, transfer and convey unto the Mortgagee forever, with power of sale the following: I. All of the Mortgagor’s right, title and interest in and to the Property and the buildings, structures, other improvements, fixtures and personal property now standing or at any time hereafter constructed or placed upon the Property (the “Improvements”), including but not limited to (i) all building materials, supplies and equipment now or hereafter located on the Property and suitable or intended to be incorporated in any Improvements located or to be erected on the Property; (ii) all heating, plumbing and lighting apparatus, motors, engines and machinery, electrical equipment, incinerator apparatus, air-conditioning equipment, water and gas apparatus, pipes, faucets, and all other fixtures of every description which are now or may hereafter be placed or used upon the Property or in any of the Improvements now or hereinafter located thereon; (iii) all additions, accessions, increases, parts, fittings, accessories, replacements, substitutions, betterments, repairs and proceeds to and of any and all of the foregoing; (iv) all hereditaments, easements, appurtenances; estates, and other rights and interests now or hereafter belonging to or in any way pertaining to the Property or to any of the Improvements now or hereafter located thereof; and (v) all tangible personal property owned by the Mortgagor and now or at any time hereafter located on or relating to the Property. II. All rents, issues, profits, condemnation awards, revenues and income arising from the ownership, operation or sale of the Property and the Improvements and all proceeds and products thereof (herein collectively called “Revenues and Income”). To Have and To Hold the Property and the Improvements (together, the “Mortgaged Property”), and the Revenues and Income unto the Mortgagee forever; provided, nevertheless, that this Mortgage is granted upon the express condition that if the Mortgagor shall cause to be paid to the Mortgagee as and when due and payable the Indebtedness, and shall also keep and perform each and every covenant and agreement of the Mortgagor herein contained, then this Mortgage and the estate hereby granted shall cease and be and become void and shall be released of record at the expense of the Mortgagor; otherwise this Mortgage shall be and remain in full force and effect. 2 Council Packet Page Number 284 of 336 G4, Attachment 14 The Mortgagor represents, warrants and covenants to and with the Mortgagee that Mortgagor is lawfully seized of the Property and has good right and full power and authority to execute this Mortgage and to mortgage the Mortgaged Property; that the Mortgagor owns the Mortgaged Property free from all liens; security interests and encumbrances except as agreed to by the Mortgagee; that the Mortgagor will warrant and defend the title to the Mortgaged Property and the lien and priority of this Mortgage against all claims and demands of all persons whomsoever, whether now existing or hereafter arising, except (i) as agreed to by the Mortgagee, (ii) listed on Exhibit B attached hereto and made a part hereof, and (iii) the regulatory agreement or land use restriction agreement to be entered into relating to low-income housing tax credits (collectively, the “Permitted Encumbrances”). The covenants and warranties of this paragraph shall survive foreclosure of this Mortgage and shall run with the Property. The Mortgagor further covenants and agrees as follows: 1. Payment of the Indebtedness and Compliance with Other Agreements. (a) The Mortgagor will cause the principal on the Indebtedness to be duly and punctually paid in accordance with the terms of the Note, the Loan Agreement and this Mortgage, when and as due and payable. The provisions of the Note and Loan Agreement are hereby incorporated by reference into this Mortgage as fully as if set forth at length herein. (b) Mortgagor will duly and punctually perform each and every obligation under the Loan Agreement and any other agreement on or hereafter entered into by the Mortgagor and Mortgagee in connection with the Loan Agreement or the Grant-Eligible Activities contemplated therein. 2. Payment of Taxes, Assessments and Other Charges; Escrow. Subject to paragraph 6 relating to contests, the Mortgagor shall pay before a penalty might attach for nonpayment thereof, all taxes and assessments and all other charges whatsoever levied upon or assessed or placed against the Mortgaged Property, except that assessments may be paid in installments so long as no fine or penalty is added to any installment for the nonpayment thereof. The Mortgagor shall likewise pay all taxes, assessments and other charges, levied upon or assessed, placed or made against, or measured by, this Mortgage, or the recordation hereof, or the Indebtedness secured hereby, provided that the Mortgagor shall not be obliged to pay such tax, assessment or charge if such payment would be contrary to law or would result in the payment of an unlawful rate of interest on the Indebtedness secured hereby; and provided further that nothing herein contained shall be construed as requiring the Mortgagor to pay any net income, profits or revenues taxes of the Mortgagee. The Mortgagor shall promptly furnish to the Mortgagee all notices received by the Mortgagor of amounts due under this paragraph and shall furnish receipts evidencing such payments within ten (10) days after such payments are made. 3. Payment of Utility Charges. Subject to paragraph 6 relating to contests, the Mortgagor shall pay all charges made by utility companies, whether public or private, for electricity, gas, heat, water, or sewer, furnished or used in connection with the Mortgaged Property or any part thereof, and will upon written request of the Mortgagee, furnish proper receipts evidencing such payment. 3 Council Packet Page Number 285 of 336 G4, Attachment 14 4. Liens. Subject to paragraph 6 hereof relating to contests, the Mortgagor shall not create, incur or suffer to exist any lien, encumbrance or charge on the Mortgaged Property or Revenues and Income or any part thereof which may have priority over the lien hereof, other than the lien of current real estate taxes and installments of special assessments with respect to which no penalty is yet payable, and other than any lien granted in connection with the current financing secured by the Property including without limitation the Permitted Encumbrances. Subject to paragraph 6 relating to contests, the Mortgagor shall pay, when due, the claims of all persons supplying labor or materials to or in connection with the Mortgaged Property. 5. Compliance with Laws. Subject to paragraph 6 relating to contests, the Mortgagor shall comply with all present and future statutes, laws, rules, orders, regulations and ordinances affecting the Mortgaged Property, any part thereof or the use thereof. The Mortgagor shall not use or occupy nor permit the use and occupancy of the Property without a current Certificate of Occupancy issued by the City of Maplewood, Minnesota. 6. Permitted Contests. The Mortgagor shall not be required to (i) pay any tax, assessment or other charge referred to in paragraph 2 hereof, (ii) pay any charges referred to in paragraph 3 hereof, (iii) discharge or remove any lien, encumbrance or charge referred to in paragraph 4 hereof, or (iv) comply with any statute, law, rule, order, regulation or ordinance referred to in paragraph 5 hereof, so long as the Mortgagor shall (a) contest, in good faith, the existence, or the validity thereof, the amount of damages caused thereby or the extent of the Mortgagor’s liability therefor, by appropriate proceedings which shall operate during the pendency thereof to prevent (A) the collection of, or other realization upon the tax, assessment, charge or lien, encumbrance or charge so contested, (B) the sale, forfeiture or loss of the Mortgaged Property or any part thereof, and (C) any interference with the use or occupancy of the Mortgaged Property or any part thereof, and (b) shall give such security to the Mortgagee as may be reasonably demanded by the Mortgagee to insure compliance with the foregoing provisions of this paragraph 6. Mortgagor shall give prompt written notice to Mortgagee of the commencement of any contest referred to in this paragraph 6. 7. Insurance. The Mortgagor shall keep the improvements now existing or hereafter erected on the Mortgaged Property insured against loss by fire and any other hazards for which the Mortgagee requires insurance for full replacement value of the improvements. This insurance shall be maintained only in the amounts and for the periods as required under the terms of the Loan Agreement. If the Mortgagor fails to maintain coverage described above, the Mortgagee may, at the Mortgagee’s option, obtain coverage to protect the Mortgagee’s rights in the Mortgaged Property in accordance with paragraph 6. All insurance policies and renewals shall be reasonably acceptable to the Mortgagee and shall include a standard mortgage clause. If the Mortgagee requires, the Mortgagor shall promptly give to the Mortgagee all receipts of paid premiums and renewal notices. In the event of loss, the Mortgagor shall give prompt notice to the insurance carrier and the Mortgagee. The Mortgagee may make proof of loss if not made promptly by the Mortgagor. If the Mortgaged Property is acquired by the Mortgagee, the Mortgagor’s rights to any insurance policies and proceeds resulting from damage to the Mortgaged Property prior to the 4 Council Packet Page Number 286 of 336 G4, Attachment 14 acquisition shall pass to the Mortgagee to the extent of the sums secured by this Mortgage immediately prior to the acquisition. 8. Preservation and Maintenance of Mortgaged Property. The Mortgagor (i) shall keep the buildings and other Improvements hereafter erected as part of the Project on the Property in safe and good repair and condition, ordinary wear and tear and damage by insured casualty excepted (provided that the Mortgagor may proceed to demolish the existing buildings when vacant), (ii) shall reasonably maintain the parking and landscaped areas of the Mortgaged Property, (iii) shall not commit waste or permit impairment or deterioration of the Mortgaged Property, and (iv) shall not remove from the Property any of the fixtures and personal property included in the Mortgaged Property unless the same is immediately replaced with like property of at least equal value and utility (provided that Mortgagor may proceed to demolish and remove all existing personal property and fixtures located on the Property). 9. Inspection. The Mortgagee, or its agents, shall have the right at all reasonable times, to enter upon the Mortgaged Property for the purposes of inspecting the Mortgaged Property or any part thereof. The Mortgagee shall, however, have no duty to make such inspection. 10. Protection of Mortgagee’s Security. Subject to the rights of the Mortgagor under paragraph 6 hereof, if the Mortgagor fails to perform any of the covenants and agreements contained in this Mortgage or if any action or proceeding is commenced which affects the Mortgaged Property or the interest of the Mortgagee therein, or the title thereto, then the Mortgagee, at the Mortgagee’s option, upon advance written notice to the Mortgagor, may perform such covenants and agreements, defend against and/or investigate such action or proceeding, and take such other action as the Mortgagee deems necessary to protect the Mortgagee’s interest. The Mortgagee shall be the sole judge of the legality, validity and priority of any claim, lien, encumbrance, tax assessment, charge and premium paid by it and of the amount necessary to be paid in satisfaction thereof. The Mortgagee is hereby given the irrevocable power of attorney (which power is coupled with an interest and is irrevocable) effective upon the occurrence of an Event of Default, to enter upon the Mortgaged Property as the Mortgagor’s agent in the Mortgagor’s name to perform any and all covenants and agreement to be performed by the Mortgagor as herein provided. Any amounts disbursed or incurred by the Mortgagee pursuant to this paragraph 10 shall become additional Indebtedness of the Mortgagor secured by this Mortgage. Unless the Mortgagor and the Mortgagee agree in writing to other terms of repayment, such amounts shall be immediately due and payable. The Mortgagee shall, at its option, be subrogated to the lien of any mortgage or other lien discharged in whole or in part by the Indebtedness or by the Mortgagee under the provisions hereof, and any such subrogation rights shall be additional and cumulative security for this Mortgage. Nothing contained in this paragraph 10 shall require the Mortgagee to incur any expense or do any act hereunder, and the Mortgagee shall not be liable to the Mortgagor for any damages or claims arising out of action taken by the Mortgagee pursuant to this paragraph 10. 11. Condemnation. (a) The Mortgagor hereby irrevocably assigns to the Mortgagee any award or payment which becomes payable by reason of any taking of the Mortgaged Property, or any part thereof, whether directly or indirectly or temporarily or permanently, in or by condemnation or other eminent domain proceedings or by reason of sale under threat 5 Council Packet Page Number 287 of 336 G4, Attachment 14 thereof, or in anticipation of the exercise of the right of condemnation or other eminent domain proceedings (hereinafter called “Taking”). Forthwith upon receipt by Mortgagor of notice of the institution of any proceeding or negotiations for a Taking, the Mortgagor shall give notice thereof to the Mortgagee. The Mortgagee may appear in any such proceedings and participate in any such negotiations and may be represented by counsel. The Mortgagor, notwithstanding that the Mortgagee may not be a party to any such proceeding, will promptly give to the Mortgagee copies of all notices, pleadings, judgments, determinations, and other papers received by the Mortgagor therein. The Mortgagor will not enter into any agreement permitting or consenting to the Taking of the Mortgaged Property, or any part thereof, or providing for the conveyance thereof in lieu of condemnation, with anyone authorized to acquire the same in condemnation or by eminent domain unless the Mortgagee shall first have consented thereto in writing, which consent will not be unreasonably withheld. All Taking awards shall be adjusted jointly by the Mortgagor and the Mortgagee. All awards payable as a result of a Taking shall be paid to the Mortgagee, which may, at its option, apply them after first deducting the Mortgagee’s expenses incurred in the collection thereof, to the payment of the Indebtedness, whether or not due and in such order of application as the Mortgagee may determine, or to the repair or restoration of the Mortgaged Property, in such manner as the Mortgagee may determine. Any application of Taking awards to principal of the Indebtedness shall not extend or postpone the due date of any installments payable under the Indebtedness or change the amount of such installments. (b) If the Taking involves a taking of any building or other Improvements now or hereafter located on the Property, the Mortgagor shall proceed, with reasonable diligence, to demolish and remove any ruins and complete repair or restoration of the Mortgaged Property as nearly as possible to its size, type and character immediately prior to the Taking, but only to the extent that the condemnation awards are available or adequate to complete such repair or restoration. (c) The Mortgagor shall promptly reimburse the Mortgagee upon demand for all of the Mortgagee’s expense, including reasonable attorneys’ fees, incurred in the collection of awards. 12. Information; Books and Records. The Mortgagor will prepare or cause to be prepared at the Mortgagor’s expense and deliver to the Mortgagee immediately upon becoming aware of the existence of any condition or event which constitutes, or which after notice or lapse of time or both would constitute, an Event of Default, written notice specifying the nature and period of existence thereof and what action the Mortgagor has taken, is taking or proposes to take with respect thereto. The Mortgagor shall keep and maintain at all times at the Mortgagor’s address stated below or at such other place as the Mortgagee may approve in writing, complete and accurate books of accounts and records in sufficient detail to correctly reflect the receipts and expenses in connection with the acquisition, construction, operation and/or sale of the Mortgaged Property and copies of all written contracts, leases and other instruments which affect the Mortgaged Property. Such books, records, contracts, leases and other instruments shall be subject to examination and inspection by the Mortgagee or its representative during ordinary business hours. 6 Council Packet Page Number 288 of 336 G4, Attachment 14 13. Indemnification by the Mortgagor. The Mortgagor shall bear all loss, expense (including reasonable attorneys’ fees) and damage in connection with, and agrees to indemnify and hold harmless the Mortgagee and its agents, servants and employees (the “Indemnified Parties”) from, all claims, demands and judgments made or recovered against the Indemnified Parties because of bodily injuries, including death at any time resulting therefrom, and/or because of damages to property of the Mortgagee or others (including loss of use) from any cause whatsoever, arising out of, incidental to, or in connection with the construction and/or operation of the Improvements prior to appointment of a receiver or foreclosure of this Mortgage or arising by reason of the presence of hazardous or toxic substances on the Property or in the Improvements or releases thereof from the Mortgaged Property, whether or not due to any act of omission or commission, including negligence of the Mortgagor or the Mortgagor’s employee, servants or agents. The Mortgagor’s liability hereunder shall not be limited to the extent of insurance carried by or provided by the Mortgagor or subject to any exclusion from coverage in any insurance policy. The obligations of the Mortgagor under this paragraph shall survive the payment of the Note; provided, however, that Mortgagor shall not be required to indemnify, defend, and hold harmless the Indemnified Parties from and against any of the foregoing if such claims, demands, losses, expenses, and/or judgements made or recovered against or suffered by the Indemnified Parties are the result of the gross negligence of intentional misconduct of such Indemnified Parties. 14. Security Interest. This Mortgage shall constitute a security agreement with respect to (and the Mortgagor hereby grants the Mortgagee a security interest in) the tangible personal property and fixtures included in the Mortgaged Property, as more particularly described in Granting Clause I of this Mortgage, and the Revenues and Income, as more particularly described in Granting Clause II. The Mortgagor will from time to time, at the request of the Mortgagee, execute any and all financing statements covering such personal property and fixtures (in a form satisfactory to the Mortgagee) which the Mortgagee may reasonably consider necessary or appropriate to perfect its interest. 15. Events of Default. Each of the following occurrences shall constitute an event of default hereunder (herein called an “Event of Default”): (a) The Mortgagor shall fail to duly and punctually pay any obligation payable under the Note or Loan Agreement which is not cured within ten (10) business days after written notice from the Mortgagee. (b) The Mortgagor shall fail duly to perform or observe any of the covenants or agreements contained in this Mortgage (other than default in the performance, or breach, of any covenant of the Mortgagor in paragraph 1(a) hereof) and such failure shall continue for a period of 60 days after the Mortgagee has given written notice to the Mortgagor specifying such default or breach. (c) The Mortgagor shall make assignment for the benefit of the Mortgagor’s creditors, or shall admit in writing the Mortgagor’s inability to pay the Mortgagor’s debts as they become due, or shall file a petition in bankruptcy, or shall become or be adjudicated bankrupt or insolvent, however defined, or shall file a petition seeking any reorganization, dissolution, liquidation, arrangement, composition, readjustment or similar relief under any present or future bankruptcy or insolvency statute, law or regulation or shall file an answer 7 Council Packet Page Number 289 of 336 G4, Attachment 14 admitting to or not contesting the material allegations of petition filed against the Mortgagor in such proceedings, or shall not, within 90 days after the filing of such petition against the Mortgagor, have same dismissed or vacated, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of a material part of the Mortgagor’s properties or of the Mortgaged Property or shall not, within 90 days after the appointment, without the Mortgagor’s consent or acquiescence, of a trustee, receiver or liquidator of any material part of the Mortgagor’s properties or of the Mortgaged Property, have such appointment vacated. (d) An Event of Default under the Loan Agreement (as defined in the Loan Agreement) or Note shall have occurred and be continuing or the Mortgagor shall be in default under any other agreement now or hereafter entered into by the Mortgagor and the Mortgagee in connection with the Loan Agreement or the Grant-Eligible Activities contemplated therein after expiration of any applicable cure periods. 16. Remedies. Whenever any Event of Default shall have occurred and be continuing, the Mortgagee may, at its option, exercise one or more of the following rights and remedies (and/or any other rights and remedies available to it), subject to the rights of the Senior Lender (hereinafter defined) pursuant to the terms and conditions of the Subordination Agreement (hereinafter defined): (a) The Mortgagee may, by written notice to the Mortgagor, declare immediately due and payable all Indebtedness secured by this Mortgage, and the same shall thereupon be immediately due and payable, without further notice or demand. (b) The Mortgagee shall have and may exercise with respect to all personal property and fixtures which are part of the Mortgaged Property and with respect to the Revenues and Income all the rights and remedies accorded upon default to a secured party under the Uniform Commercial Code, as in effect in Minnesota. If notice to the Mortgagor of the intended disposition of such property is required by law in a particular instance, such notice shall be deemed commercially reasonable if given to the Mortgagor in the manner specified in paragraph 20 at least ten (10) calendar days prior to the date of intended disposition. The Mortgagor shall pay on demand all costs and expenses incurred by the Mortgagee in exercising such rights and remedies, including without limitation, reasonable attorneys’ fees and legal expenses. (c) The Mortgagee may (and is hereby authorized and empowered to) foreclose this Mortgage by action or advertisement, pursuant to the statutes of Minnesota in such case made and provided, power being expressly granted to sell the Mortgaged Property at public auction and convey the same to the purchaser in fee simple the Mortgagor’s interest in the Property at the time of such sale and, out of the proceeds arising from such sale, to pay all Indebtedness secured hereby, and all legal costs and charges of such foreclosure and the maximum attorneys’ fees permitted by law, which costs, charges and fees the Mortgagor agree to pay. THE MORTGAGOR HEREBY CONSENTS TO AND ACKNOWLEDGES THE RIGHT OF THE MORTGAGEE, AT MORTGAGEE’S OPTION, TO ACT TO FORECLOSE THIS 8 Council Packet Page Number 290 of 336 G4, Attachment 14 MORTGAGE BY ACTION OR ADVERTISEMENT PURSUANT TO MINNESOTA STATUTES, CHAPTER 580 OR 581. A POWER OF SALE BEING HEREIN EXPRESSLY GRANTED WHICH SHALL ALLOW THE MORTGAGEE TO SELL AT PUBLIC AUCTION AFTER SERVICE OF NOTICE THEREOF UPON THE OCCUPANT OF THE MORTGAGED PROPERTY, THE MORTGAGOR ACKNOWLEDGES THAT SUCH SERVICE NEED NOT BE MADE ON THE MORTGAGOR PERSONALLY UNLESS THE MORTGAGOR IS AN OCCUPANT OF THE MORTGAGED PROPERTY AND THAT NO HEARING IS REQUIRED IN CONNECTION WITH THE SALE. MORTGAGOR EXPRESSLY WAIVES ANY AND ALL RIGHTS TO PRIOR NOTICE OF SALE AND ANY AND ALL RIGHTS TO PRIOR HEARING IN CONNECTION WITH THE SALE. OUT OF THE PROCEEDS OF SUCH SALE THE PRINCIPAL AMOUNT OF THE LOAN SHALL BE PAID TOGETHER WITH ALL LEGAL COSTS AND CHARGES OF FORECLOSURE WITH MAXIMUM ATTORNEYS’ FEES PERMITTED BY LAW. (d) The Mortgagee shall be entitled, without notice and without any showing of waste of the Mortgaged Property, inadequacy of the Mortgaged Property as security for the Indebtedness, or insolvency of the Mortgagor, to the appointment of a receiver of the rents and profits of the Mortgaged Property, including those past due. (e) The Mortgagee may pursue one or more of the remedies provided for in the Loan Agreement or any other agreement now or hereafter entered into between the Mortgagor and the Mortgagee in connection with the Loan Agreement or the Grant- Eligible Activities contemplated herein. 17. Estoppel Certificate. The Mortgagor agrees at any time and from time to time, upon not less than 15 days’ prior notice by the Mortgagee, to execute, acknowledge and deliver, without charge, to the Mortgagee or to any person designated by the Mortgagee, a statement in writing certifying, to the best of its knowledge, that this Mortgage is unmodified (or if there have been modifications, identifying the same by the date thereof and specifying the nature thereof), the principal amount then secured hereby, that the Mortgagor has not received any notice of default or notice of acceleration or foreclosure of this Mortgage (or if the Mortgagor has received such a notice, that it has been revoked, if such be the case), that to the knowledge of the Mortgagor no Event of Default exists hereunder (or if any such Event of Default does exist, specifying the same and stating that the same has been cured, if such be the case), the Mortgagor to the Mortgagor’s knowledge have no claims or offsets against the Mortgagee (or if the Mortgagor have any such claims, specifying the same), and the dates to which the principal and the other sums and charges payable by the Mortgagor pursuant to the Loan Agreement have been paid. In the event the Mortgagor fails to execute, acknowledge and deliver such statement within the time above required, the Mortgagor hereby appoint and constitute the Mortgagee as the Mortgagor’s attorney- in-fact to do so (which power of attorney is coupled with an interest and is irrevocable), the Mortgagor shall be fully bound by any such statement executed by the Mortgagee on the Mortgagor’s behalf to the same extent as if the Mortgagor had executed, acknowledged and delivered the same. The Mortgagee agrees to provide statements of the principal balance payable pursuant to the Note from time to time upon request of the Mortgagor. 18. Forbearance Not a Waiver, Rights and Remedies Cumulative. No delay by the Mortgagee in exercising any right shall be deemed a waiver of or preclude the exercise of such 9 Council Packet Page Number 291 of 336 G4, Attachment 14 right or remedy, and no waiver by the Mortgagee of any particular provision of this Mortgage shall be deemed effective unless in writing signed by the Mortgagee. All such rights and remedies provided for herein or which the Mortgagee may have otherwise, at law or in equity, shall be distinct, separate and cumulative and may be exercised concurrently, independently or successively in any order whatsoever, and as often as the occasion therefor arises. The Mortgagee’s taking action pursuant to paragraph 10 or receiving proceeds, awards or damages pursuant to paragraph 7 or 11 shall not impair any right or remedy available to the Mortgagee under paragraph 16 hereof. Acceleration of maturity of the Indebtedness, once claimed hereunder by the Mortgagee, may, at the option of Mortgagee, be rescinded by written acknowledgment to that effect by the Mortgagee, but the tender and acceptance of partial payments alone shall not in any way affect or rescind such acceleration of maturity of the Indebtedness. 19. Successors and Assigns Bound; Number; Gender; Agents; Captions. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective heirs, legal representatives, successors and assignees of the Mortgagee and the Mortgagor. Wherever used, the singular number shall include the plural, and the plural the singular, and the use of any gender shall apply to all genders. In exercising any rights hereunder or taking any actions provided for herein, the Mortgagee may act through its employees, agents or independent contractor as authorized by Mortgagee. The captions and headings of the paragraphs of this Mortgage are for convenience only and are not to be used to interpret or define the provisions hereof. 20. Notice. Any notice from the Mortgagee to the Mortgagor under this Mortgage shall be deemed to have been given by the Mortgagee and received by the Mortgagor when mailed by certified mail by the Mortgagee or its agents to the Mortgagor at the address set forth in paragraph 26(a) below or at such other address as the Mortgagor may designate in writing to the Mortgagee. 21. Governing Law; Severability. This Mortgage shall be governed by the laws of Minnesota. In the event that any provision or clause of this Mortgage conflicts with applicable law, such conflict shall not affect other provisions of this Mortgage which can be given effect without the conflicting provisions and to this end the provisions of the Mortgage are declared to be severable. 22. Counterparts. This Mortgage may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 23. Waiver of Marshaling. Subject to the rights of the senior lenders, the Mortgagor, any party who consents to this Mortgage, and any party who now of hereafter acquires a lien on the Mortgaged Property and who has actual or constructive notice of this Mortgage hereby waives any and all right to require the marshaling of assets in connection with the exercise of any of the remedies permitted by applicable law or provided herein and waives any right to have the Mortgaged Property sold in separate tracts pursuant to Minnesota Statutes, Section 580.08. 24. Construction Mortgage. This Mortgage secures an obligation incurred for the construction of an improvement on land and is a construction mortgage. 10 Council Packet Page Number 292 of 336 G4, Attachment 14 25. Application of Rents. Notwithstanding anything to the contrary herein, all Rents collected by the Mortgagee or any receiver each month shall be applied as determined by Mortgagor, or as otherwise determined by applicable law. 26. Fixture Filing. From the date of its recording, this Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all goods constituting part of the Mortgaged Property (as more particularly described in Granting Clause I of this Mortgage) which are or are to become fixtures related to the real estate described herein. For this purpose, the following information is set forth: (a) Name and Address of the Mortgagor: Gladstone Crossing Limited Partnership 2610 University Ave. W., Suite 100 St. Paul, MN 55114 Attn: President With a copy to: Hust Law 5021 Vernon Ave. S., #298 Minneapolis, MN 55436 Attn: Bridget A. Hust (b) Name and Address of the Mortgagee: City of Maplewood 1830 County Road B E Maplewood, MN 55109 Attn: City Manager With a copy to: Kennedy & Graven, Chartered 150 South Fifth Street, Suite 700 Minneapolis, MN 55402 Attention: Ronald H. Batty (c) Name and Address of the Limited Partner: ___________________________ ___________________________ ___________________________ ___________________________ ___________________________ With a copy to: ___________________________ ___________________________ ___________________________ 11 Council Packet Page Number 293 of 336 G4, Attachment 14 ___________________________ This document covers goods which are or are to become fixtures. 27. Additional Provisions. (a) The Mortgagee agrees, notwithstanding any other provision herein to the contrary, that in the event of a foreclosure of the Property, that no tenant may be evicted or tenancy terminated (other than for good cause), and the rent on no apartment unit may be increased, for the three year period following foreclosure if such eviction, termination of tenancy or increase in rent would be contrary to the provisions of Section 42(h)(6)(E) of the Internal Revenue Code of 1986, as amended. This Mortgage is expressly subordinate to this provision. (b) This Mortgage and the Note shall be construed according to the laws of Minnesota. (c) In the event of any fire or other casualty to the Project or eminent domain proceedings resulting in condemnation of the Project or any part hereof, the Mortgagor shall have the right to rebuild the Project, and to use all available insurance or condemnation proceeds therefor, provided that no material default then exists under the Loan Documents. If the casualty or condemnation affects only part of the Project and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial repayment of the Loan in a manner that provides adequate security to the Mortgagee for repayment of the remaining balance of the Loan. (d) The Mortgagor will permit the Mortgagee’s authorized representatives to enter the Property at all times during normal business hours for the purpose of inspecting the same; provided the Mortgagee shall have no duty to make such inspections and shall not incur any liability or obligation for making or not making any such inspections. (e) The Mortgagor hereby agrees to defend, indemnify, and hold harmless Mortgagee from and against any and all claims, losses, damages, liabilities, costs, and expenses, including without limitation reasonable attorneys’ fees, incurred by the Mortgagee as a result of any hazardous materials or substances which are on the Property in violation of applicable environmental laws at any time during which the Mortgagor shall be in custody or control of the Property. This indemnification shall remain in full force and effect and shall survive the repayment of the Loan and the exercise of any remedy by the Mortgagee hereunder including a foreclosure of the Mortgage or the acceptance of a deed in lieu of foreclosure. (f) The Mortgagor shall have the right and privilege, but not the obligation, to borrow additional funds and to further encumber the security and collateral given and pledged to the Mortgagee hereunder at any time, from time to time, and as often as the 12 Council Packet Page Number 294 of 336 G4, Attachment 14 Mortgagor shall determine, but only with the prior written consent of the Mortgagee, which consent shall not be unreasonably withheld, delayed and conditioned, except for the Permitted Encumbrances set forth in Exhibit B. (g) If the Mortgagor fails to perform any of the covenants and agreements contained in this Mortgage, subject to any applicable cure periods, or if any action or proceeding is commenced which effects the Property or the interest of the Mortgagee therein, or the title thereto, then the Mortgagee, at Mortgagee’s option, upon 60 days advance written notice to the Mortgagor, may perform such covenants and agreements to defend against and/or investigate such action or proceeding, and take such other action as the Mortgagee deems necessary to protect the Mortgagee’s interest. The Mortgagee shall be the sole judge of the legality, validity and priority of any claim, lien, encumbrance, tax assessment, charge and premium paid by it and of the amount necessary to be paid in satisfaction thereof. The Mortgagee is hereby given the irrevocable power of attorney (which power is coupled with an interest and is irrevocable) effective 60 days after written notice, to enter upon the Property as the Mortgagor’s agent in the Mortgagor’s name to perform any and all covenants and agreements to be performed by the Mortgagor as herein provided. Any amounts disbursed or incurred by the Mortgagee pursuant to this paragraph shall become additional indebtedness of the Mortgagor secured by this Mortgage. Unless the Mortgagor and the Mortgagee agree in writing to other terms of repayment, such amounts shall be immediately due and payable. The Mortgagee shall, at its option, be subrogated to the lien of any mortgage or other lien discharged in whole or in part by the indebtedness or by the Mortgagee under the provisions hereof, and any such subrogation rights shall require the Mortgagee to incur any expense or do any act hereunder, and the Mortgagee shall not be liable to the Mortgagor for any damages or claims arising out of action taken by the Mortgagee pursuant to this paragraph. THE MORTGAGOR ACKNOWLEDGES THAT THIS IS A LEGAL DOCUMENT AND THAT BEFORE SIGNING THE MORTGAGOR HAS FULLY UNDERSTOOD THE TERMS AND CONDITIONS HEREIN, AND THE RIGHTS WAIVED HEREBY AND THE EFFECT OF SUCH WAIVER OR HAS SOUGHT LEGAL COUNSEL TO EXPLAIN SUCH TERMS AND CONDITIONS, RIGHTS AND THE WAIVER OF SUCH RIGHTS. (The remainder of this page is intentionally left blank.) 13 Council Packet Page Number 295 of 336 G4, Attachment 14 IN WITNESS WHEREOF, the Mortgagor has caused this Mortgage to be duly executed as of the day and year first above written. GLADSTONE CROSSING LIMITED PARTNERSHIP, a Minnesota limited partnership By: Gladstone Crossing GP LLC, a Minnesota limited liability company Its: General Partner By: Name: Chris LaTondresse Title: President STATE OF MINNESOTA ) ) ss COUNTY OF __________________) The foregoing instrument was acknowledged before me this _____ day of _______________, 2026 by Chris LaTondresse, the President of Gladstone Crossing GP LLC, a Minnesota limited liability company, the General Partner of Gladstone Crossing Limited Partnership, a Minnesota limited partnership, on behalf of the limited partnership. ___________________________________ Notary Republic This document drafted by: Hust Law 5021 Vernon Ave., #298 Minneapolis, MN 55436 S-1 Council Packet Page Number 296 of 336 G4, Attachment 14 EXHIBIT A LEGAL DESCRIPTION A-1 Council Packet Page Number 297 of 336 G4, Attachment 14 EXHIBIT B PERMITTED ENCUMBRANCES To be completed upon B-1 Council Packet Page Number 298 of 336 G5 CITY COUNCIL STAFF REPORT Meeting Date May 26, 2026 REPORT TO: Michael Sable, City Manager REPORT FROM: Michael Martin, AICP, Assistant Community and Economic Development Director PRESENTER:Danette Parr, Community and Economic Development Director AGENDA ITEM: Assignment and Assumption Agreement, Gladstone Crossing, DEED Subgrant Agreement Action Requested: MotionDiscussion Public Hearing Form of Action: Resolution OrdinanceContract/Agreement Proclamation Summary: On September 27, 2024, the Minnesota Department of Employment and Economic Development (DEED) awarded the City of Maplewood a $101,375 Redevelopment Grant to support Beacon Interfaith Housing Collaborative’s Gladstone Crossing project. Gladstone Crossing is a proposed 40-unit affordable multifamily apartment building to be constructed at 1375 Frost Avenue. The city council approved the redevelopment agreement with DEED and a subgrant agreement with Beacon Acquisition, LLC at its June 9, 2025 meeting. Beacon has created a new entity, Gladstone Crossing Limited Partnership, that will develop and own the Gladstone Crossing project. Therefore, the previously approved subgrant agreement needs to be assigned to this new entity. Recommended Action: Motion to approve an assignment and assumption agreement between the city, Beacon Acquisition, LLC and Gladstone Crossing Limited Partnership for the subgrant agreement for a $101,375 Redevelopment Grant awarded by DEED. 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: Safety Sustainability Development Focus Area: Expand life cycle housing options for all demographics The project expands life-cycle housing options by providing a mix of two-, three-, and four-bedroom units that accommodate households of varying sizes and life stages, including young families and larger households. Council Packet Page Number 299 of 336 G5 Background: On July 10, 2023, the city council approved Gladstone Crossing, a proposed three-story, 40-unit affordable multifamily apartment building to be constructed at 1375 Frost Avenue. The project is expected to start this summer and plans to have the existing Gladstone House building removed from the site in the next couple of months. The city attorney has reviewed this proposed agreement . Attachments: 1. Assignment and Assumption Agreement 2. Executed Subgrant Agreement between City of Maplewood and Beacon Acquisition, LLC Council Packet Page Number 300 of 336 G5, Attachment 1 ASSIGNMENT AND ASSUMPTION OF DEED GRANT (GLADSTONE CROSSING) THIS ASSIGNMENT AND ASSUMPTION OF SUB-GRANT (this “Agreement”) is made and entered into as of the _____ day of ____________ 2026 (the “Effective Date”) by and among BEACON ACQUSITION, LLC, a Minnesota limited liability company (“Assignor”), GLADSTONE CROSSING LIMITED PARTNERSHIP, a Minnesota limited partnership (“Assignee”), and the CITY OF MAPLEWOOD, a Minnesota municipal corporation (“City”). RECITALS A. The City applied for and secured a Redevelopment Grant (“Redevelopment Grant”) from the State of Minnesota through the Minnesota Department of Employment and Economic Development (“DEED”) to use the Redevelopment Grant for the Gladstone Crossing Project, a 40-unit affordable multi-family apartment building (the “Project”), as outlined in Grant Contract Agreement No. RDGP-24-0012-o-FY25 (“Grant Agreement”) to be built to real property legally described in Exhibit A attached hereto (the “Project Property”). B.Assignor and the City entered into a Sub-Grant Agreement to use the Redevelopment Grant for the Project (“Sub-Grant Agreement”). C.Assignor intends to sell the Project Property and assign the Redevelopment Grant and the Sub-Grant Agreement to the Assignee to build and operate the Project, and the Assignee has agreed to assume the obligations of the Assignor, as the “Developer” under the Sub-Grant Agreement, and the City has agreed to consent to the sale of the Project Property to Assignee and the assignment of the Sub-Grant Agreement to the Assignee. AGREEMENT NOW, THEREFORE, for $1.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Definitions. Defined terms not otherwise defined in this Agreement shall have the meanings set forth in the Sub-Grant Agreement. 2. Assignment of Sub-Grant Agreement. As of the Effective Date, Assignor assigns to Assignee all of Assignor’s right, title, interest, covenants, representations, liabilities and obligations in, to and under the Sub-Grant Agreement to Assignee. 3. Assumption of Sub-Grant Agreement. As of the Effective Date, Assignee hereby accepts the assignment pursuant to Section 2 above, and agrees to assume and fully and timely make, undertake, pay and perform all the covenants, representations, liabilities and obligations in, to and under the Sub-Grant Agreement. 1 Council Packet Page Number 301 of 336 G5, Attachment 1 4. City Consent and Release. The City hereby consents to the assignment and assumption described in this Agreement and fully and completely releases and relieves the Assignor from any ongoing development obligations under the Sub-Grant Agreement. The City hereby consents to the sale of the Project Property from the Assignor to the Assignee. 5. AssigneeRepresentations. Assignee makes the following representations to and covenants with the City: a. Assignee is a Minnesota limited partnership duly organized and in good standing under the laws of the State of Minnesota. Assignee is not in violation of any provisions of its certificate of organization or operating agreement or the laws of the State of Minnesota and has power to enter into this Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action. b. There are no pending or threatened legal proceedings, of which Assignee has notice, contemplating the liquidation or dissolution of Assignee or threatening its existence, or seeking to restrain or enjoin the transactions contemplated by this Agreement, or questioning the authority of Assignee to execute and deliver this Agreement or the validity of this Agreement. c. Assignee has the requisite authority for the execution and delivery of this Agreement and any other documents and agreements related to acquisition, financing and construction Project Property 6. City Representation. The City has taken all actions necessary to authorize the execution and delivery of this Agreement and to perform its obligations under this Agreement. 7. Successors and Assigns/Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. 8. Governing Law. This Agreement and all questions arising in connection herewith shall be governed by and construed in accordance with the internal laws of the State of Minnesota. 9. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together will constitute one and the same instrument. (Signature pages follow.) 2 Council Packet Page Number 302 of 336 G5, Attachment 1 IN WITNESS WHEREOF, the City, Assignor, and the Assignee have caused this Agreement to be duly executed in their names and behalves on or as of the date first above written. CITY: CITY OF MAPLEWOOD By: Marylee Abrams, Mayor By: Michael Sable, City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF _________ ) The foregoing instrument as acknowledged before me this _____ day of ____________, 2026, by Marylee Abrams, the Mayor of the City of Maplewood, a Minnesota municipal corporation, on behalf of such corporation. ____________________________________ Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF _________ ) The foregoing instrument as acknowledged before me this _____ day of ____________, 2026, by Michael Sable, the City Manager of the City of Maplewood, a Minnesota municipal corporation, on behalf of such corporation. ____________________________________ Notary Public 1 Council Packet Page Number 303 of 336 G5, Attachment 1 AND BY: ASSIGNOR: BEACON ACQUISITION, LLC By: ___________________________ _____________, Its:___________ STATE OF MINNESOTA ) ) ss. COUNTY OF _________ ) The foregoing instrument was executed before me this _____ day of _______________, 2026, by _______________, the ____________of Beacon Acquisition, LLC, a Minnesota limited liability company, on behalf of the company. ____________________________________ Notary Public AND BY: ASSIGNEE: GLADSTONE CROSSING LIMITED PARTNERSHIP, a Minnesota limited partnership By: Gladstone Crossing GP LLC, a Minnesota limited liability company Its: General Partner By: Name: Chris LaTondresse Title: President 2 Council Packet Page Number 304 of 336 G5, Attachment 1 STATE OF MINNESOTA ) ) ss COUNTY OF __________________) The foregoing instrument was acknowledged before me this _____ day of _______________, 2026 by Chris LaTondresse, the President of Gladstone Crossing GP LLC, a Minnesota limited liability company, the General Partner of Gladstone Crossing Limited Partnership, a Minnesota limited partnership, on behalf of the limited partnership. ___________________________________ Notary Public 3 Council Packet Page Number 305 of 336 G5, Attachment 1 EXHIBIT A TO CONTRACT FOR PRIVATE DEVELOPMENT LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY The Development Property is legally described as follows: Lots 13, 14, 15, 16, 17, 18 and 19 except the North 15 feet of Lot 19, Block 11, Gladstone, together with that part of the vacated alley adjacent thereto which accrued thereto by reason of vacation thereof, Ramsey County, Minnesota. AND Lot 4, except the North 14.25 feet thereof, also all of Lots 5, 6, 7, 8, and 9, Lunn's Rearrangement of Lots 7 to 12, inclusive, Block 11, Gladstone, together with that portion of vacated alley in Lunn's Rearrangement accruing thereto, and together with that portion of vacated alley in Block 11, Gladstone, accruing thereto, all according to the plat thereof on file and of record in the Office of the County Recorder in and for Ramsey County, Minnesota. Parcel PID Nos.: 15-29-22-23-0023; 15-29-22-23-0024; 15-29-22-23-0087; 15-29-22-23-0094 Abstract Property Council Packet Page Number 306 of 336 G5, Attachment 2 Council Packet Page Number 307 of 336 G5, Attachment 2 Council Packet Page Number 308 of 336 G5, Attachment 2 Council Packet Page Number 309 of 336 G5, Attachment 2 Council Packet Page Number 310 of 336 G5, Attachment 2 Council Packet Page Number 311 of 336 G5, Attachment 2 Council Packet Page Number 312 of 336 G5, Attachment 2 Council Packet Page Number 313 of 336 G5, Attachment 2 Council Packet Page Number 314 of 336 G5, Attachment 2 Council Packet Page Number 315 of 336 G5, Attachment 2 Council Packet Page Number 316 of 336 G5, Attachment 2 Council Packet Page Number 317 of 336 UIJT!QBHF!JT!JOUFOUJPOBMMZ!MFGU!CMBOL! Council Packet Page Number 318 of 336 I1 CITY COUNCIL STAFF REPORT Meeting Date May 26, 2026 REPORT TO: Michael Sable, City Manager REPORT FROM: Mike Darrow, Assistant City Manager / Human Resource Director PRESENTER:Michael Sable, City Manager Mike Darrow, Assistant City Manager AGENDA ITEM: MCC/YMCA Discussion Action Requested: Motion Discussion Public Hearing Form of Action: Resolution Ordinance Contract/Agreement Proclamation Summary: As the council is aware, the Maplewood Community Center (MCC) project, along with all other Local Sales Tax requests submitted by Minnesota communities, was not approved as part of the 2026 Legislative Session. As a result, the council must now evaluate the next potential steps regarding the future of the facility and identify alternative approaches to addressing the building’s needs. Recommended Action: No action needed 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: Safety Expand accessibility and mobility for all residents Sustainability Cultivate a connected, engaged community Development Invest in people and placemaking The strategic priorities involved in this project include safety and sustainability enhancements needed for the building. The development priority relates to the long-term future and short-term maintenance needed to continue to support the ongoing operations of the facility. Background: The Maplewood Community Center (MCC) building was constructed in the 1990’s and, due to its age, needs significant critical maintenance and long-term strategic planning. In 2025, the city commissioned a comprehensive facility assessment by Leo A Daly which identified approximately Council Packet Page Number 319 of 336 I1 $20 million in short-term and long-term repairs, upgrades, and infrastructure improvements necessary to maintain and modernize the facility. The report identified several immediate and high-priority concerns, including grading and drainage deficiencies, gymnasium floor replacement, ADA accessibility improvements, aging roof systems, structural repairs, HVAC and mechanical system upgrades, pool infrastructure improvements, and additional life-safety and operational deficiencies. The assessment categorized these needs into immediate, high-priority, medium-priority, and long-term capital improvements based on urgency and operational impact. In addition to the Leo A Daly facility assessment, the city also commissioned a formal real estate appraisal of the MCC property to evaluate the long-term viability and potential future use of the site. The 2025 Valbridge Property Advisors appraisal reviewed the property under multiple scenarios, including continued operation as a community center, redevelopment opportunities, and alternative land uses. The appraisal noted that the facility consists of approximately 98,000 square feet and continues to provide important community recreation, fitness, aquatic, theater, banquet, and meeting space amenities; however, the report concluded that the building is in below-average condition due to significant deferred maintenance and aging infrastructure. The appraisal further identified that the estimated deferred maintenance and capital improvement costs significantly impact the long-term economic viability of the building in its current condition. The report estimated between approximately $16 million and $20 million in repairs and upgrades over a 20-year period, with nearly $12 million identified as immediate and high-priority deferred maintenance needs. As part of the analysis, the appraisal identified several potential future options for consideration: Continue Operating the Existing Facility with Significant Reinvestment This option would involve substantial investment into deferred maintenance and infrastructure improvements necessary to extend the useful life of the building, including roof replacement, drainage corrections, ADA accessibility upgrades, structural improvements, HVAC systems, and aquatic facility upgrades. Short-Term / Interim Operation of the Facility The appraisal identified the current use as an “interim use,” meaning the building could continue operating in the near term while the city evaluates longer-term redevelopment strategies. This option aligns with maintaining operations through the current YMCA lease term, which expires in April 2027, while focusing on only the most critical operational and safety-related repairs. Demolition and Redevelopment of the Site The appraisal concluded that the highest and best long-term use of the property, from a real estate perspective, may ultimately be demolition of the existing facility and redevelopment of the site. The report identified mixed-use redevelopment opportunities, including residential, retail, commercial, and community-oriented uses, as potentially the most financially productive future use of the property. Estimated demolition costs were identified at approximately $980,000. Alternative Commercial or Office Redevelopment The appraisal also evaluated the potential for office or commercial redevelopment of the site, though it noted current market conditions for office development remain relatively soft. The purpose of this discussion item is to provide the council with an overview of the facility assessment findings, summarize the appraisal conclusions, and discuss potential short-term and long-term options for the MCC facility moving forward. Short-term options for council consideration include maintaining the building through the remainder of the YMCA lease term, prioritizing critical Council Packet Page Number 320 of 336 I1 repairs and infrastructure improvements, and evaluating future redevelopment or reinvestment strategies consistent with community needs and long-term financial sustainability. Attachments: 1. MCC Real Estate Appraisal Summary 2. MCC Facility Condition Assessment Executive Summary Council Packet Page Number 321 of 336 I1, Attachment 1 Appraisal Report YMCA/Maplewood Community Center 2100 White Bear Ave Maplewood, Ramsey County, Minnesota 55109 Report Date: September 10, 2025 FOR: City of Maplewood Danette Parr 1830 County Road B E Maplewood, MN 55109 Valbridge Property Advisors | Minneapolis - St. Paul 1515 Central Parkway, Suite 120 Eagan, MN 55121 651-370-1475 phoneValbridge File Number: MN02-25-7280-000 valbridge.com Council Packet Page Number 322 of 336 I1, Attachment 1 1515 Central Parkway, Suite 120 Eagan, MN 55121 651-370-1475 phone valbridge.com September 10, 2025 Danette Parr City of Maplewood 1830 County Road B E Maplewood, MN 55109 RE: Appraisal Report YMCA/Maplewood Community Center 2100 White Bear Ave Maplewood, Ramsey County, Minnesota 55109 Dear Danette Parr: In accordance with your request, an appraisal of the above referenced property was performed. This appraisal report sets forth the pertinent data gathered, the techniques employed, and the reasoning leading to the value opinions. This letter of transmittal does not constitute an appraisal report and the rationale behind the value opinions reported cannot be adequately understood without the accompanying appraisal report. The subject property, as referenced above, is located on the southeast corner of White Bear Avenue North and County Road B East and is further identified as tax parcel numbers 14-29-22-22-0012 and 14-29-22-22-0009 in their entirety as well as parts of parcels 14-29-22-22-0007, 14-29-22-22-0008, and 14-29-22-22-0013. The subject property is an existing community center building with an accessory industrial/storage building utilized by the City. The subject contains a total of 98,150 square feet of Gross Building Area (GBA) and 87,350 square feet of Net Rentable Area (NRA), excluding the accessory building and considering the primary community center building only. The improvements were constructed in 1993 and 1988, respectively, and are in average overall condition. The property is demised for a single tenant and used for a variety of community purposes with fitness areas, a gymnasium, pool, community theater, and banquet rooms. At the request of the Client, we have valued the subject under three (3) distinct value scenarios and each is presented herein, as well as individual value conclusions for each scenario. The value scenarios are: as-is, as currently improved; as vacant with the land available for the highest and best use of the site (mixed use commercial/multifamily use); and as vacant with the land available for office use. Given the current condition of the improvements and the provided property condition report with the associated improvement costs, it is determined that the highest and best use of the property would be for demolition and redevelopment of the site as a mixed-use commercial and multifamily use. ¨ 2025 VALBRIDGE PROPERTY ADVISORS | MINNEAPOLIS - ST. PAUL Council Packet Page Number 323 of 336 I1, Attachment 1 Danette Parr City of Maplewood The analyses, opinions, and conclusions were developed, and this report was prepared in conformity with the Uniform Standards of Professional Appraisal Practice (USPAP) of the Appraisal Foundation; the Code of Professional Ethics and Standards of Professional Practice of the Appraisal Institute; and the requirements of our client. The client in this assignment is City of Maplewood and the intended user of this report is the Client and no others. The intended use is to assist in real estate asset decision making. The value opinions reported herein are subject to the definitions, assumptions, limiting conditions, and certifications contained in this report. The findings and conclusions are further contingent upon the following extraordinary assumptions and/or hypothetical conditions, the use of which might have affected the assignment results: Currently, the subject site is zoned M1 Light Manufacturing. Given the surrounding land uses and the current municipal ownership, continued industrial use is considered unlikely. While the City of Maplewood owns the property, any rezoning action would remain subject to the City's standard land use procedures, including public review, planning commission input, and potential Metropolitan Council oversight. Accordingly, this appraisal is based on the extraordinary assumption that the property would be successfully rezoned to a classification that permits redevelopment consistent with the highest and best use scenarios analyzed in this report. If this assumption proves to be inaccurate, the value conclusions herein would be affected. This appraisal relies on a facilities assessment report provided by the Client and prepared by Leo A Daly, an architecture and engineering firm, regarding the capital expenditure needs which underly the deferred maintenance conclusion. If found false, the value conclusions herein could change. Demolition costs regarding the subject have been estimated based on conversations with market participants and cost guidebooks. These costs represent a general rule of thumb and if found to be different or untrue, the value conclusion will change. This appraisal is based on the assumption that the site defined herein is the correct land area, as it is based on a GIS measurement provided by the Client and includes portions of several legally defined parcels. No survey has been conducted to confirm the site area utilized. If this turns out to be different or untrue, the value conclusion herein may change. None pertaining to this assignment. The subject currently exists as the Maplewood Community Center/YMCA as a community fitness and recreation center. Amenities at the property include: fitness areas, gymnasium, elevated walking track, lap pool, swimming pool with water slide, spa, locker roo -seat theater with dressing rooms, banquet rooms, office space and community/classrooms. o In addition to the primary building, there is an ancillary building also included within the scope of the defined project area to the northeast of the existing recreation center. ¨ 2025 VALBRIDGE PROPERTY ADVISORS | MINNEAPOLIS - ST. PAUL Council Packet Page Number 324 of 336 I1, Attachment 1 Danette Parr City of Maplewood The building is a 10,800 square foot masonry block industrial building utilized by the Parks & Recreation Department for storage and maintenance of equipment. The -in doors, radiant heat, fluorescent lighting, and a small office and mezzanine storage area. Given the nature of the location near municipal, residential, and retail uses the city would be unlikely to allow a third-party industrial user to utilize the improvements. As a result, it is essentially tied to the existing improvements and would likely be utilized for storage or other ancillary uses. As a result, we have valued it together with the primary improvements in our as improved condition with consideration given to it within the Sales Comparison and Income Approaches based on the concluded value determination in the Cost Approach. As previously mentioned, the Client has requested we value the subject under three (3) value scenarios both as improved and as though vacant. This is a result of a property condition report undertaken by the city and provided to the appraiser. This facilities condition report considers the current state of the property and all repairs and improvements to bring it back to market standards and good condition. The total estimated cost for all of the repairs and improvements as described within the report ranges from $16,007,907 to $20,060,125 over a 20-year period. o It is then further subdivided based on the timeline and need of the improvements. These subcategories are for Immediate Needs (relating to code, life and safety concerns), High Priority Needs (structural and other issues contributing to other issues at the property), Medium Priority Needs (general improvements to bring the property to market standards), and Low Priority Needs (items likely to be nearing the end of their useful life in the next 10+ years). Based on our assessment of the report, as well as our own property inspection, we have deemed the Immediate and High Priority needs to be deferred maintenance, items that a typical buyer or user would have to incur to maintain the functionality of the property. These would combine for a total deferred maintenance cost of $11,814,985 which we round to $11,800,00. This would then be subtracted from our as improved value conclusion. The remaining Medium and Low Priority needs would then be considered in our calculation of effective age and condition. Given the extensive deferred maintenance and the underlying land value, the highest and best use of the property as it is currently improved would be for demolition and redevelopment. We spoke with several brokers, as well as referenced cost guide books, and the current estimated demolition costs for a Class C building such as the subject are $10.00 per square foot. This leads to a demolition cost conclusion of $981,500 (rounded to $980,000). This would be subtracted from both of our concluded land values both for the vacant land to its highest and best use as well as the office land value. Regarding the third value scenario of the subject as though vacant and available for office use, this condition presented some unique valuation challenges given the current soft office environment. Currently, there is minimal demand for office land and office space in the market, thus, land sales of this type of property are rare. While there have been some transactions of smaller sites (an acre or less) for owner-users, larger sites such as the subject are currently uncommon for office development. Thus, while we have selected sale comparables that were zoned for office development, most were developed for other commercial uses such as multifamily or retail. As a result, we relied on market experts regarding current land values for ¨ 2025 VALBRIDGE PROPERTY ADVISORS | MINNEAPOLIS - ST. PAUL Council Packet Page Number 325 of 336 I1, Attachment 1 Danette Parr City of Maplewood office land and adjusted the comparables as necessary. Based on our conversations with brokers, there appears to be consensus in the market that the current range for land only allowed for office use would likely be in the range of $5.00 to $7.00 per square foot, while site that are dually suited for medical office use could be higher, up to $7.00 to $10.00 per square foot. They also reported that land zoned and guided exclusively for office use would likely yield a value of half that of commercially zoned land able to be developed to its highest and best use and further that the marketing and exposure time would likely be significantly higher as well, up to 1-2 years. Thus, we have considered all of this within our As Vacant Office Land value conclusion and analysis presented herein. The improvements were initially developed as the Maplewood Community Center, though the property has since been leased to the YMCA, commencing in November 2016 through October 2026. Per the terms of the lease, the YMCA has assumed direct operational leadership and supervision of the facilities including cleaning, maintenance, and engineering. While the city remains responsible for the exterior as well as any capital or structural improvements. We note that the lease is atypical regarding the financial terms, with the YMCA and city each required to contribute to a capital fund to be used to upgrade/maintain the facility as opposed to a typical lease payment. The capital fund contribution for the YMCA is the greater of $200,000 or 7.50% of gross operating revenues up to a maximum of $300,000. The city then contributed $500,000 in 2016 and 2017, $542,000 in 2017 and $200,000 per year beginning in 2019 with an annual increase of 2.0%. This capital fund is then designed to cover capital expenses above $7,500. The value conclusions are based on the analysis in the following report and presented in the following table: Value Conclusions As Vacant Land As Vacant Land As Is - As Component(Highest & Best Use)(Office)Improved Value TypeMarket ValueMarket ValueMarket Value Real Property InterestFee SimpleFee SimpleFee Simple Effective Date of ValueAugust 26, 2025August 26, 2025August 26, 2025 Value Conclusion$3,950,000$1,460,000$100,000 per SF of NRA----$1.14 psf per SF of Usable Land$11.11 PSF$4.11 PSF-- Respectfully submitted, Valbridge Property Advisors | Minneapolis - St. Paul Nathan Schumacher Josh Folland, MAI, CCIM, AI-GRS Associate Appraiser Senior Managing Director MN Certified General 40670452 MN Certified General 20352348 ¨ 2025 VALBRIDGE PROPERTY ADVISORS | MINNEAPOLIS - ST. PAUL Council Packet Page Number 326 of 336 I1, Attachment 2 FACILITY CONDITIONS ASSESSMENT Maplewood Community Center 2100 White Bear Ave. Maplewood, MN 55109 July 18, 2025 Council Packet Page Number 327 of 336 I1, Attachment 2 Table of Contents I. EXECUTIVE SUMMARY ............................................................. 5 Introduction .................................................................................................. 6 Summary of Recommendations ............................................................... 7 Summary of Anticipated Investment ........................................................ 8 II. DETAILED FINDINGS .............................................................. 13 Exterior Conditions .................................................................................... 14 Interior Conditions ..................................................................................... 31 Structural Systems .................................................................................... 55 Mechanical & Plumbing Systems ........................................................... 57 Electrical Systems ..................................................................................... 60 Pool Conditions & Systems ...................................................................... 64 III. DETAILED RECOMMENDATIONS .......................................... 71 Summary of Recommendation Categories ........................................... 72 Recommendations .................................................................................... 73 IV. APPENDIX ........................................................................... 87 Material LIfe-Cycles ................................................................................... 88 Full Observation Logs ............................................................................... 89 Existing Drawings ...................................................................................... 90 Page | 3 Council Packet Page Number 328 of 336 I1, Attachment 2 I.EXECUTIVE SUMMARY Page | 5 Council Packet Page Number 329 of 336 I1, Attachment 2 INTRODUCTION This Facility Assessment evaluates the current condition of the Maplewood Community Center, located at 2100 White Bear Avenue. The purpose of this study is to identify and prioritize physical improvements that support the long-term usability, safety, and operational resilience of the building. While the Center remains heavily used and deeply valued by the community, many of its systems and finishes are approaching or beyond their intended service life. The assessment focuses on observable conditions related to site infrastructure, exterior envelope, interior finishes, and mechanical systems. While electrical and pool consultant input are pending, the findings outlined here are sufficient to establish a clear roadmap for future reinvestment. This report is not a comprehensive facility master plan. Rather, it is a targeted review of facility needs organized to support capital planning, cost estimation, and responsible stewardship of public assets. Methodology The assessment was conducted through a combination of document review, staff interviews, and on-site walkthroughs. Observations were recorded across all major spaces in the building, with a focus on material lifespan, visible deterioration, ADA compliance, and systems performance. Each finding was then categorized by priority level from immediate life-safety risks to long-term maintenance items and bundled into logical scopes of work for future implementation. While further testing is recommended in several areas (particularly roofs, drainage, and mechanical systems), this assessment provides a clear baseline for short- and long-term decision-making. Cost estimates and escalation planning have been included to support phased capital improvements. Page | 6 Council Packet Page Number 330 of 336 I1, Attachment 2 SUMMARY OF RECOMMENDATIONS The Maplewood Community Center remains a highly valued public asset but visible deterioration and underlying performance issues are beginning to limit its resilience and long-term usability. These are not isolated problems. They are interrelated and to fix them effectively, the City should approach improvements in a deliberate sequence, guided by cause and effect: Begin with code and life safety corrections. Several conditions present safety risks or code compliance concerns, including obstructed egress routes, deteriorated stairs, temporary catwalk seating, and missing fireproofing in mechanical spaces. These items are foundational to occupant safety, and many can be addressed with modest repairs or operational changes. They should be acted on first. Resolve roof and site water management issues. Improper roof slope, undersized scuppers, and poor site grading are allowing water to collect near the building and discharge too close to the foundation. This has led to interior slab heaving, stair separation, retaining wall movement, and exterior staining. While not all drains appear clogged, the system as a whole remain vulnerable. Improve humidity control and air movement in the natatorium. In the pool environment, stagnant air and uneven airflow are accelerating rust and finish failure especially in areas removed from fans or ductwork. Surface upgrades to tile, paint, glazing, or mechanical components should only occur after airflow is properly distributed. Fixing these environmental controls will protect future investments from repeat damage. Stabilize and modernize aging systems that affect operations. Several mechanical systems, including pumps, rooftop units, and controls, are nearing the end of their system upgrades will improve reliability, reduce operational strain, and allow for more efficient . Repair and restore damage caused by water and humidity. Once the root causes are addressed, the City will need to restore key elements that have already been compromised: tuckpointing at brick corners, corroded steel at canopy columns and handrails, rusted door and window frames, cracked pool stairs, and failin they protect the building envelope, reduce long-term maintenance needs, and prevent new paths for deterioration. Refresh finishes and adapt underused spaces. programmatic upgrades. Much of the building including banquet and meeting rooms, fitness zones, and studios is showing wear consistent with age and heavy use. Repurposing spaces like the former Childcare Room can further improve operational flexibility and community impact, but should be done only once foundational systems are in place. Page | 7 Council Packet Page Number 331 of 336 I1, Attachment 2 SUMMARY OF ANTICIPATED INVESTMENT The following estimate outlines the projected capital investments required to maintain and improve the Maplewood Community Center over the next 20 years. Based on the detailed scopes described in Section III.Detailed Recommendations, the total anticipated investment ranges from $16,007,907 to $20,060,125. These figures account for soft costs and apply a 5% annual inflation rate, compounded year over year. The investment timeline is organized by priorityImmediate (01 years), High (15 years), Medium (510 years), and Low (1020 years)and reflects a strategic phasing approach to facility reinvestment and longevity. Page | 8 Council Packet Page Number 332 of 336 I1, Attachment 2 Project Estimate Considering Inflation Construction Project BudgetSoft CostsBudget DescriptionLowHigh 30%5%annual, compounding Today1 year (2026) IMMEDIATE PRIOIRTY (0-1 years)$ 594,950 $ 773,435 $ 773,435$ 812,107 Exterior Recommendations$ 284,000 $ 85,200$ 369,200 1Roof System Testing & Drainage$ 104,000 2Surface Drainage - Gym$ 140,000 3North Exterior Stair$ 40,000 Interior Recommendations$ 310,950 $ 93,285$ 404,235 4Water Treatment$ 50,000 5AHU-5 Investigation$ 5,000 6Poor Air Quality$ 15,000 7Code & Life Safety$ 15,000 8Lap Pool Upgrades$ 103,450 9Leisure Pool Upgrades$ 113,000 10Spa Upgrades$ 9,500 1 year (2026)5 years (2030) HIGH PRIOIRTY (1-5 years)$ 7,828,500 $ 10,177,050$ 10,685,903 $ 12,988,781 Exterior Recommendations$ 4,550,000 $ 1,365,000 $ 5,915,000 11Barrel Vault Roof Replacement$ 1,490,000 12Flat Roof Replacement$ 3,060,000 Interior Recommendations$ 3,278,500 $ 983,550 $ 4,262,050 13Pool Equipment and Efficiency $ 700,000 Improvements 14Pool Stair, Slide, Deck, and Spa Tile $ 625,000 Repairs 15Chilled Water Pump Replacement$ 105,000 16Fitness & Pool Loop Controls$ 56,000 17RTU-1 Replacement $ 600,000 18Piping Insulation at Coils $ 50,000 19Domestic Water Heating$ 80,000 20Masonry Repairs$ 120,000 21Lap Pool Updates$ 280,350 22Leisure Pool Updates$ 561,800 23Spa Updates$ 100,350 Page | 9 Council Packet Page Number 333 of 336 I1, Attachment 2 Project Estimate Considering Inflation Construction Project BudgetSoft CostsBudget DescriptionLowHigh 30%5%annual, compounding 5 years (2030)10 years (2035) MEDIUM PRIOIRTY (5-10 years)$ 1,965,500 $ 2,555,150 $ 3,261,091$ 4,162,070 Exterior Recommendations$ 75,000$ 22,500$ 97,500 24Steel Canopy Repairs$ 75,000 Interior Recommendations$ 1,890,500 $ 567,150 $ 2,457,650 25Theater Seating & Back of House$ 250,000 26Interior Pool Glazing & Frames$ 75,000 27Interior Finish & Flooring Upgrades$ 1,225,000 28Banquet Kitchen$ 35,000 29Exterior Stairs, Sidewalks, & Railings$ 300,000 30Lap Pool Upgrades$ 5,500 10 years (2035)20 years (2045) LOW PRIOIRTY (10-20 years)$ 608,000 $ 790,400 $ 1,287,478$ 2,097,167 Interior Recommendations$ 608,000 $ 182,400 $ 790,400 31Gymnasium AHU Review$ 15,000 32Banquet Hall Return Fan $ 5,000 33Walking Track Updates$ 290,000 34Theater Booth Finishes$ 40,000 35Lap Pool Upgrades$ 154,000 36Leisure Pool Upgrades$ 95,000 37Spa Upgrades$ 9,000 Page | 10 Council Packet Page Number 334 of 336 1 CITY COUNCIL STAFF REPORT Meeting Date May 26, 2026 REPORT TO: Michael Sable, City Manager REPORT FROM: Lois Knutson, Senior Administrative Manager PRESENTER: Michael Sable, City Manager AGENDA ITEM: Commitment to Volunteerism Proclamation Action Requested: MotionDiscussion Public Hearing Form of Action: Resolution OrdinanceContract/Agreement Proclamation Summary: Adoption of this proclamation encourages community-wide volunteerism by connecting residents with meaningful service opportunities. Recommended Action: Motion to adopt the Commitment to Volunteerism Proclamation. 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: SafetyFocus Area: Foster community engagement and support resident well-being Sustainability Focus Area: Cultivate a connected, engaged community Development Focus Area: Strengthen human connection and community growth This action supports the cityÓs goal of fostering a connected, engaged, and resilient community by encouraging volunteerism and strengthening partnerships with local organizations. Background: JustServe is a free, web-based platform that connects individuals with local volunteer opportunities and helps coordinate service efforts among nonprofit organizations, civic groups, and community members. The platform is designed to make volunteering more accessible and to strengthen collaboration across the community. As part of the application process to become a designated JustServe city, participating communities are required to adopt a Commitment to Volunteerism Proclamation. This proclamation demonstrates the cityÓs support for volunteerism and its intent to promote service opportunities through the JustServe platform. Attachments: 1.Proclamation Council Packet Page Number 335 of 336 1, Attachment 1 COMMITTMENT TO VOLUNTEERISM PROCLAMATION WHEREAS, we Ü rmly believe that the values of compassion, empathy, and community support are the foundation of a united and harmonious society, fostering connections that transcend dierences; and WHEREAS the strength and prosperity of our cities, towns, and villages are based in the sel Ý essness of its residents to serve and uplift one another; and WHEREAS, we acknowledge the profound impact that can be achieved when we extend a helping hand to our neighbors, especially those of diverse backgrounds, living them up and collectively working to improve lives; and WHEREAS, we nurture a culture of giving within our cities, emphasizing that volunteerism is not just a duty but a source of personal ful Ü llment and community strength; and as we work side by side with and learn from each other, mutual understanding increases, misconceptions can be corrected, and new friendships are built; and WHEREAS, we urge all residents to volunteer, and engage in acts of service and kindness that contribute to our city's betterment and its inhabitants' well-being, regardless of background or belief; and WHEREAS, the City of Maplewood, Minnesota has joined a growing list of supporters, including the President of the National League of Cities and hundreds of leaders to date, in making a commitment to volunteerism; NOW, THEREFORE, BE IT PROCLAIMED, that the City of Maplewood, Minnesota commits to promoting volunteerism, leveraging JustServe.org to make it easier for residents to Ü nd and engage in volunteer opportunities and will regularly acknowledge and celebrate the contributors of volunteers. Adopted this 26th day of May, 2026. Council Packet Page Number 336 of 336