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HomeMy WebLinkAboutJune 22, 2026 Special City Council Meeting Agenda Packet{' ') () CITY OF FALCON HEIGHTS Special Meeting of the City Council City Hall 2077 Westlarpenteur Avenue f Zoom" *Some members of the City Council will be attending aia interactiae technology, in accordance with MN Statutes Sec. L3D.02. Public comment or participation wiII not be aaailable for remote attendees. Link to Zoom meeting below. AGENDA June 22, 2026 at 7:00 P.M. A. CALLTOORDER: B. ROLLCALL: GUST ,/MIELKE -WASSPNBERC,/ STAFF PRESENT: LINEHAN --. D E. F. C. APPROVALOFAGENDA PRESENTATION APPROVAL OF MINUTES: CONSENT AGENDA: 1,. General Disbursements through 6/17 / 26: fi232,494.89 Payroll through 6 / 18 / 26: $22,289.46 Wire/ACH Payments through 6 / 18 / 26: $339,420.68 PUBLIC HEARINGS: 1,. Issuance of Conduit Multifamily Housing Revenue Notes for Multifamily Housing Project(FairwayCommons) F/\a\ec\ ', 5 - O2. Approval of Resolution26-55 Approvin-$ the Vacation of Storm Sewer Easement at l67}Larpenteur Avenue (Fairway Commons) \\..SS es\s'e-<-.1 ', 5 - O W rv\a:se-="\erl't 5-C G.^stt\Son 5-D G. t"; 2. Approval of Resolution26-56 Supporting the City of Falcon Heights' Application to frte2026 Regional Active Transportation Planning Grant Program 3. Approval of Resolution26-57 Appointing Megan Siddons as Administrative and Communications Coordinator 4. Acceptance of a Quote from Northland Recreation for Removal of Community Park Playground - Community Park Renovation Project #0L 5. Approval of Resolution26-59 Approving an Encroachment Agreementatl670 Larpenteur Avenue (Fairway Commons) POLICY ITEMS: 1. Approval of Resolution26-60 Amending the Administrative Manual: Section VII Guidelines for Snow and Ice Control to Facilitate the City Plowing of Alleyways in Falcon Heights r--\,. e\Kt b -b 1 H: )t 2. Consideration of Contract Amendment #1 - WSB Project Managemerrt fo, \'J t35 t*-\\t t9 "Community Park Renovation Project #0L \-\ - I 3. Approval of Resolution Ze-O$6pproving LCDA Loan Documents with Fairway Commons, Limited partrership Gr^sta$soc., , 5 _ O INFORMATION / ANNOUNCEMENTS:I: J: COMMUNITY FORUM: Please limit comments to 3 minutes per person. Items brought before the Council will be referred for consideration. Council may ask questions for clarification, but no council action or discussion will be held on these items. K: ADIOURNMENT z'"tr P. {\|1o3e..'; 5 * C Amendments to the agenda are noted in bolil for additions and strile+h+*glr for remoaals. Falcon Heights Meetings is inaiting you to a scheduled Zoom meeting. loin Zoom Meeting https://us}2web.zoom.us/j '5805088545?ptud=4rl.lA0P6qL2BLEC7lOILLiA3KBnTBa.1 MeetinglD: B5B 0508 8545 Passcode:956959 One tap mobile +1305224L968,,I5 I050IB545 #,,,,*95 6959# US +13092053325,,85 805088545 #,,,,*95 6959# US loinby SIP . 85 8050 B 8545@zoomcrc.com loin instructions https://us02zueb.zoom.us veetings/85805088545';naitations?signature=nAM4jl TKK9eYexxcHjZsaPR rTwsmDIdilu}rNUn9F4 2 BLANK PAGE 3 IELTJX^\TJP#TS REQUEST FOR CITY COUNCIL ACTION 4 lnle22,2026 Public Attachment Date Item See below F1 Linehan, Ci Administrator -s.rbmitted BY RevenueHousingofMultifami$IssuanceAuthorizingResolutionofalAppfov CommonsFtheforNotes Item meeting,the Council 1S asked to consider and At the June ))2026 Clty Council deliverY of condu1t resolution authorizing the issuance,sale,and approve a (the Notes")for the Fairw ay Commons housing multifamilY housing revenue notes and related with pproval of the associated Housing Program develoPment,along a financing documents' ffi isaproposedll0-unili.t.1:'.Ti:':r#l:T;Il#il'#tousing development located at'r6i0rurp"r,t"ir-a.r?nue west. The project will serve low- and moderate-income householdr, .o*i't""t with the City'; comprehensive plan and regional housing goals' TheBorrower,FairwayCommons,LimitedPartnership(affiliatedwithM\AIF properties /yela'O"*top*ent Company), has r"qt'"it"d' the City issue conduit revenue notes to finance lhe acquisition, construction, and equipping of the project' InDecember202l,theCityCounciladoptedPreliminaryResolutionz1-l}g,granting initial approval ro, tr." N&", u'd uttil"izing the qty's-application for volume cap and submission of the required H"t';;;;;9*T'oi" 9* subsequently received a state allocation of g22,790,000 in tax-exempt bonding authority' The Metropolitan Council reviewed the City's Housing. Program as required under Minnesota statutes Chapter 462C and,fourri the project-coniistent with the Crty's comprehensive plarrand supportivu oi r"gio.al ano.aaute housing goals' TheCouncilisasked.toapprovetheFinalResolution,whichwould: Authorizeissuanceoftax-exemptmultifamilyhousing.revenuenotestnan amount not to "*."J fizz,zgo,ooo' *ittt u iotal project financing capacity of up to $25,000,009' _,.^_ n_^,-om rnr r ' ,ed by Minn. Stat.]teppt."" the Housing Program for the'project as requlr 462C.. Authorize the execution of related the DescriPtion City of Falcon Heights, Minnesota 1 tS,Mortgage Assignment,and Notes,Loan Agreements,Loan Assignmen RegulatorY Agreement' . iermit comPletion of ln substantiallY final form. documents prlor to closing so long AS revisionsfinal do not materiallv adverselY affect the City prlor to exp1ration of the Clty'S volume cap a Ensure issuance of the Notes allocation on JulY t1,2026' This issuance is conduit financing' meaning: a . All repayment obligations. rest t?1:1y with the Borrower' . The City d-oes "";;%;;; its credit or taxing authority and bears no HJK:Tli:X:::::til#:t,ry a"u. and do not arrect the Citv's debtrimit ii.*,1iilfff;ceive its standard issuer fee, and all issuance costs are paid by the Borrower. The project will be subject to long-term income and rent restrictions: ' At least 40% ofunits must be occupied by households at or AMI. .Additionalaffordabilityrequirementswillapplyunderan agreement;;;t"d i" federal i'ow-income housing tax credits' belo'w 60% of extended use $62,oooestimatedan1o//o of4thof1offeeissuancebondouffecelvewillCiThetyBudget ImPact a o a a a a a a a a a Resolution 26-54 Series 20264-1Note Series 2026A-2 Note Series 2026A-t & A-2 Loan Agreement su,i",2026A-t&A-2AssignmentofLoanAgreement Series 20268 Note Series 2026BNote Loan Agreement Series2026BNoteAssignmentofLoanAgreement Regulatory Agreement of Skoby of Taft LawCounsel RhondaMemo from Bonds) theonrecelvetoinput wehearing,public uitcondthemultifamilYofissuanceua26-54 thorizingtionuResolofalApprov ect.Commonstheforbondsfevenue Action(s) Requested ) 5 Taftl ,-.)l)0 lJli i.i:tttrlt. llL) fi<:uth illh ttr{r(ri lvlrrttt'"apr.:li:,. lvll'l 'i5'1t')l 22 lt i,:': ,',,, 'Ji1 i'lii) i F'r){: ijl l'r'ri ;?i;';0 t :r i1. l:r '..ir . r.. i: t n ifiirrr:liif i '^.i:tiil'l, i-'l'j ll iiirJ-i:ir r;irily iiirf)ln'l':r Rhonda M. SkobY 612.977.8907 rskobY@taftlaw.com June t5,2026 BY E-MAIL Citv Council .lac'k Linehan, City Adm inistrator City of Falcon Heights Taft Stettinius & Hollister LLP / Taftlaw'com / The Modern Law Firm Re:lssuanceofConduitMultifamilyHousingRevenueNotesbytheCityofFalcon HeightsforMuttifa*ilyrr;il;gpr;id(FairwavcommonsProject) Dear Council members and Mr' Linehan: Thisletterisintendedtoprovidebackground^onthe.resolutionthatyouwillconsideron Iune22ndin connecti;;;il;;;."p"r.i;r;?;; of conduit multifamilv housing revenue notes or other obligations i;; ,"il;;;j uytrrg ii v "ir"r"on Heights (the "ciry" or "Issuer") to finance the acquisition, .onr,*J,i;;;;;dippi";'Jr;; ;il;t"f-4:iv t io-unit' age-restricted multifamilv rental housing development for o..ununr]'oi;iffi:;11]:;d moderite income and facilities functiona'y rerated "rii-r.,l".ainate ther# io u" to"ut"d at or about 1670 Larpenteur Avenue west intheCity(the..Projecf,),attherequestofFairwayCommons,LimitedPartnership,aMinnesota rimited partnership i;;"..'il;;*"r,j, *,rcir,^r, "" urr,tiut or vtwp properries, LLc, a Minnesota limited liability company, d/b/a Verair o"u.ropr"nt companv. iaft siettinius & Hollister LLP (,Taft,,) is acting ur'[oni'"ounsel to tn. b-itv'i,i "onnection wiit' ttte issuance of such Notes' Background onDecemberl0,2025,thecitvCgulciloftheCityugop.'*.l"solution25-|09 (the.,preliminury niroiuiionr, erunt,ls n1erim11a113,proval to the Notes' in a maxtmum principar amount "r$rr,oi;o;odo,In *a.ito finun.. a portionoithe project on a tax-exempt basis' As authorized by the preliminury n 1o_iu;;,i.; citv uppriJ i;; ""d received an allocation of volume cap authorit| no,,' ,t " si",. "rluri"r.roiu u,rtt o.irid il issuance-of s22,790,000 of tax- exempt obligations':rdffiii;ffi R*;il;t"' ;iso authoriz?d a Housing program for the Project to be submitted to the Met council ""il;iil for a public h;;d;" ttt'e Houting Program and the Notes to be heliJnu Ou* selected by the City Administrator' 6 300048329v I City of Falcon Heights June 15,2026 Page2 C Conduit Notes on a o'conduit" basis' The CitY and the Borrower will enter The Notes are to be issued onlY into the Loan Agreements'under which the Borrower will agree to PaY all princiPal and interest ll assign its rights to PaYments under the Loan Agreements to the all ofon the Notes. The Issuer wt hase price of the Notes directlY respective purchasers ofthe Notes (the "Lenders")and loan the Purc to the Boffower. The Issuer is merelY a conduit, and the money and obligations flow onlY between the Lenders and the Borrower' No wtres or other funds would flow to or from the City (other than receiPt bY the City of its issuer's fee) The Notes and the Final Resolution rectte that the Notes, if and when issued' will not be other than the revenues received under the Loan Agreements and pledged to the paYment of the Notes, and the Issuer is not subject to anY liabilitY on the Notes'No holder of the Notes will ever have the right to compel anY exercise bY the Issuer of its taxing Powers to PaY anY of the princiPal of the Notes or the interest or Premlum or to enforce Payment of the Notes against any ProPertY ofthe Issuer excePt the interests of the lssuer in PaYments to be made bY the Borrower under the Loan Agreements.The Notes willthereon, not constitute a charge, lien, or encumbrance, legal or equitable, uPon any ProPertY ofthe Issuer, excePt the interests of the lssuer in paYments to be made bY the Borrower under the Loan Agreements.The Notes are not moral obligations on the Part of the State of Minnesota or its political su ivisions, including the Issuer'and the Notes will not constitute bd within the meaning 7300048329v I of any constitutional or statutorY limitation' a debt ofthe Issuer City of Falcon Heights June 15,2026 Page 3 The Borrower is responsible for paying all costs of issuing the Notes, including Taft's fees as bond counsel. The City's administrative fee for issuing the Notes would be based on the total amount of Notes issued. The Notes will be issued in accordance with Minnesota Statutes, Chapter 462C and Section 142(d) of the Code. Multifamily housing development bonds are not applied against the City's S10,000,000 calendar-year limit on bank-qualified bonds. Therefore, this issuance will not affect the bank-qualified status of the City's own general obligation bonds. Because the City has no financial obligation with respect to the proposed Notes, the Notes will not be treated as debt of the City or count against any of the City's debt limitations, and the issuance of the Notes will not affect the Issuer's credit rating on bonds it issues for municipal purposes. In connection with the Notes, the Project will be subject to certain rent and income restrictions. Under the Regulatory Agreement, the Borrower will agree to operate the Project as a "qualified residential rental project" in which at least 40Yo of the units will be set aside for persons and families with income at or below 600/o of area median income for a period of at least fifteen years. Moreover, the maximum rent for at least 20%o of the units in the Project must not exceed the area fair market rents or exception fair market rents established by the U.S. Department of Housing and Urban Development. The Borrower also expects the Project to qualifr for federal low-income housing tax credits. To that end, the Borrower will also execute an extended use agreement with respect to the Project, which will impose rent and income restrictions on 100% of the units. Please let me know if you would like to discuss any aspect of the proposed financing. The Borrower has also indicated that they will make themselves available for discussion. Very truly yours, /s/ Rhonda M. Skoby cc: Mary Ippel, Taft I 300048329v1 EXHIBIT A CITY OF FALCON HEIGHTS, MINNESOTA PROGRAM FOR A MULTIFAMILY HOUSING DEVELOPMENT FAIRWAY COMMONS, LIMITED PARTNERSHIP FAIRWAY COMMONS PROJECT Pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), the City of Falcon Heights, Minnesota (the "City") is authorized to develop and administer a housing program to provide for the financing of the acquisition and preparation of a site and the construction of a new development for the purpose of providing a multifamily housing development under the circumstances and within the limits set forth in the Act. Section 462C.07 of the Act provides that such programs for multifamily housing developments may be financed by revenue bonds or obligations issued by the City. The City has received a proposal that it approve a program providing for the acquisition, construction, and equipping of an approximately 11O-unit age-restricted multifamily rental housing development and facilities functionally related and subordinate thereto, to be located at or about 1670 Larpenteur Avenue West in the City, within Ramsey County (the "County"), for occupancy by persons and families of low and moderate income (the "Project'). The acquisition, construction, and equipping ofthe Project is to be funded in part through the issuance by the City ofone or more series ofrevenue bonds or other obligations, as taxable or tax-exempt obligations, in the approximate aggregate principal amount not to exceed $25,000,000, provided that the aggregate principal amount oftax-exempt obligations shall not exceed $22,790,000, or such greater amount of tax-exempt bonding authority as may hereafter be allocated by the State of Minnesota Department of Management and Budget ("MMB") to the Issuer for the Project, (the "Obligations"), the proceeds of which will be loaned to Fairway Commons, Limited Partnership, a Minnesota limited partnership or another affiliate of MWF Properties, LLC, a Minnesota limited liability company, dlblaYelair Development Company (theo'Borrower"). All of the dwelling units of the Project will be subject to occupancy limits imposed by federal income tax law and regulations such that only persons and families within designated income limits will be permitted to occupy such units. The Project will be undertaken in accordance with the requirements of Section 462C.05, subdivisions 1 and2 ofthe Act. The specific activities described in this Program will be undertaken to further the policies and goals consistent with the housing portion of the comprehensive plan for the City and as otherwise outlined herein. The City hereby relies on the analysis of how this proposed Project will meet the needs of low and moderate-income families as shown in the comprehensive market study prepared as part of Borrower's application for federal low-income lrousing tax credits. Section A. Definitions. The following terms used in this Program shall have the following meanings, respectively: "Act" shall mean Minnesota Statutes, Chapter 462C, as currently in effect and as the same may be from time to time amended. "Borrower" shall mean Fairway Commons, Limited Partnership, a Minnesota limited partnership or another affiliate of MWF Properties, LLC, a Minnesota limited liability company. "CiIy" shall mean the City of Falcon Heights, Minnesota. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder. 2005'71236v3 18 .) 1 IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed in its name, the corporate seal having been intentionally omitted as permitted by law, and has caused this Note to be dated as of the date and year first written above. CITY OF FALCON HEIGHTS, MINNESOTA By: Its: By: J Its Administrator [Multifamily Housing Revenue Note (Fairway Commons Project), Series 2026A-ll s-1 L J 200570400v3 27 a NOTE R.EGISTER The ownership of the unpaid Princip-al Balance of this Note and the interest accruing thereon is registered on the books of the City of Falcon Heights, Minnesota in the name of the holder last noted below. Date of Registration ,2026 Name and Address Resistered Owner Merchants Bank, National Association 3586 55th Street NW Rochester, Minnesota 55901 Signature of Citv Administrator J 200570400v3 28 EXHIBIT A IRATE CONVERSION AGREEMENT TO BE ATTACHED] 200570400v3 29 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY,OF' RAMSEY CITY OF FALCON HEIGHTS MULTIFAMILY HOUSING REVENUE NOTE (FAIRWAY COMMONS PROJECT) SERIES 20264-2 No. R-l Princioal Amount Dated Date Original Issue Date $Iuly [10],2026 July ll0l,2026 For value received the CITY OF FALCON HEIGHTS, MINNESOTA, a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State of Minnesota (the "[ssuer"), hereby promises to pay to MERCHANTS BANK, NATIONAL ASSOCIATION, a national banking association, its successors or registered assigns (the "Lender"), from the source and in the manner hereinafter provided, the principal sum of I I no/100 Dollars ($l l), or so much thereof as has been advanced hereunder and remains unpaid from time to time (the "Principal Balance"), with interest on the outstanding Principal Balance. All payments of principal and interest on this Multifamily Housing Revenue Note (Fairway Commons Project), Series 2026A-2 (the "Note"), shall be made in any coin or currency which, at the time or times of payment, are legal tender for the payment of public or private debts in the United States of America, in accordance with the terms hereinafter set forth. Concurrently with the issuance of this Note, and pursuant to the same plan of financing, the Issuer has also issued its Multifamily Housing Revenue Note (Fairway Commons Project), Series 2026A-1, in the original principal amount of $t I and its Multifamily Housing Revenue Note, Series 20268, in the original principal amount of $[ I. Any capitalized terms used herein that are otherwise not defined herein shall have the meanings provided in the Loan Agreement, dated as of July l, 2026 (the "Loan Agreement"), between the Issuer and Fairway Commons, Limited Partnership, a Minnesota limited partnership (the "Borrower"), related to the proceeds of the Note. (l) Commencing on the Original Issue Date and continuing until but not including the Conversion Date, interest shall accrue on the outstanding Principal Balance at an interest rate of 495%. Commencing on the Conversion Date and continuing until the Maturity Date (defined below), interest shall accrue on the outstanding Principal Balance at a fixed interest rate, equal to [[INDEX] + ISPREAD]Il l%1. Interest shall be computed on 30/360 basis, that is, by dividing the interest rate by 360, multiplied by 30 days; multiplied by the Principal Balance that is outstanding that month. (2) Commencing on the later of (i) August 110l,2026 or (ii) the [Oth] of the first month following the first advance under the Note, and continuing on the tenth day of each month $ 20063'7948v2 30 thereafter, to and including January ll0l, 2029, interest only shall be payable on the Principal Balance. (3) On January 1101,2029, as may be extended by the Series 2026A Lender pursuant to the Loan Purchase Agreement (the "Conversion Date"), the Loan shall convert to permanent financing and at which time the Principal Balance shall be amortized over 35 years with principal and interest payments commencing on February [0], 2029,and continuing on the tenth day of each month thereafter through and including January Il0],2044 (the "Maturity Date"), when the Loan shall be due and payable in full, subject to mandatory purchase in accordance with Section I I hereof. Notwithstanding the foregoing, if the Conversion Requirements have not occurred by the Conversion Date, the Loan shall be due and payable in full on the Conversion Date. (4) By no later than the Conversion Date, in accordance with Section I of the Loan Purchase Agreement, the Borrower shall pay off or pay down the Note, as applicable, as necessary to achieve the Permanent Loan to Value Requirement (as defined in the Loan Purchase Agreement). (5) Notwithstanding the foregoing, upon the failure to pay the principal of or interest on this Note when due or upon the occurrence of any Event of Default, as hereafter defined, interest on the Principal Balance shall accrue at an annual rate which is 500 basis points in excess of the interest rate otherwise payable hereunder (the "Default Rate"). The interest rate may also be adjusted to the Taxable Rate as provided in Section 9 below. (6) A late payment fee in an amount equal to l0% of the delinquent amount shall be paid with respect to all payments not made within l0 days of the date due. (7) Payments shall be applied first to any fees owing to the Lender, second to any prepayment fees due thereunder, third to accrued and unpaid interest on the Principal Balance, and thereafter to reduction of the Principal Balance. (8) [n any event, the payments hereunder shall be sufficient to pay all principal and interest due, as such principal and interest becomes due, at maturity, upon earlier redemption and prepayment, or otherwise. (9) Upon the occurrence of a Determination of Taxability, the interest rate per annum on this Note shall be immediately adjusted to be equalto the Taxable Rate. The "Taxable Rate" is defined as the rate of interest determined by the Lender in its sole discretion to be the taxable equivalent of the interest rate otherwise payable hereunder. In addition, the Lender shall be entitled to receive upon demand an amount equal to the aggregate difference between the monthly payments theretofore made to the Lender on this Note and the monthly payments which would have been made during such period if the Default Rate had been in effect from and after the Date of Taxability. (10) Principal and interest due hereunder shall be payable at the following Lender, or at such other place as the Lender may designate in writing: 3586 55th Rochester, Minnesota 5590 1 . office of the Street NW, 2 20063'7948v2 31 (11) If the Borrower does not achieve the Conversion Requirements by the Conversion Date, this Note is subject to mandatory purchase by the Borrower on the Conversion Date (the "Purchase Date"). Provided the Borrower achieves the Conversion Requirements, the Purchase Date shall be automatically extended to the Maturity Date. On the Purchase Date, the Lender shall deliver this Note to the Borrower, and this Note shall be purchased by the Borrower at a price equal to the sum of: (i) the outstanding Principal Balance of this Note as of the Purchase Date; plus (ii) accrued and unpaid interest on this Note to the Purchase Date; plus (iii) all other amounts owing from the Borrower to the Lender under the Loan Documents (as such term is defined in the Loan Purchase Agreement) as of the Purchase Date. If this Note is not purchased by the Borrower on the Purchase Date, such failure to purchase this Note shall constitute an event of default under this Note and shall constitute an o'Event of Default" under the Loan Agreement. (12) This Note is issued by the Issuer to provide funds for a multifamily housing development, as defined in Minnesota Statutes, Chapter 462C, as amended (the "Act"), consisting of the financing the acquisition, construction, and equipping of an approximately llO-unit age-restricted multifamily rental housing development and facilities functionally related and subordinate thereto, to be located at or about 1670 Larpenteur Avenue West, Falcon Heights, Minnesota, and this Note is issued pursuant to and in full compliance with the Constitution and laws of the State of Minnesota, particularly the Act and Minnesota Statutes, Chapter 474A, as amended, and pursuant to a resolution adopted by the City Council of the Issuer on June 22,2026 (the "Resolution"). (13) The proceeds of this Note are being loaned by the Issuer to the Borrower pursuant to the terms and conditions of the Loan Agreement. This Note is secured by, among other documents and instruments, (i) an Assignment of Loan Agreement, dated as of July l, 2026, between the Issuer and the Lender; (ii) the Security Documents; (iii) the Loan Purchase Agreement; and (iv) the other Related Documents. The proceeds of this Note shall be disbursed pursuant to the terms and conditions of the Loan Disbursement Agreement, the Master Loan Disbursement Agreement, and the other Related Documents. (14) The Issuer, for itself and its successors and assigns, hereby waives demand, presentment, protest and notice of dishonor; and to the extent permitted by law, the Lender may extend interest and/or principal of or any service charge or premium due on this Note, or release any part or parts of the property and interest subject to any security document from the same, all without notice to or consent of any party liable hereon or thereon and without releasing any such party from such liability and whether or not as a result thereof the interest on this Note is no longer excludable from gross income for federal income tax purposes. In no event, however, may the Maturity Date be extended without the consent of the Lender and an opinion of Bond Counsel that the tax-exempt status of this Note will not be adversely affected. (15) This Note is subject to optional redemption and prepayment, in whole or in part, on any Payment Date (as defined in the Loan Purchase Agreement), at a redemption price equal to the sum of the principal amount of this Note to be redeemed, accrued and unpaid interest on this Note to the date of such prepayment, and a Make Whole Fee (as set forth in Section 9.14 of the Loan Purchase Agreement). a., 200637948v2 32 (16) As provided in the Resolution and subject to certain limitations set forth therein, this Note is only transferable upon the books of the Issuer by the Lender in person or by its agent duly authorized in writing, at the Lender's expense, upon surrender hereof together with a written instrument of transfer satisfactory to the City Administrator of the Issuer, duly executed by the Lender or its duly authorized agent. Upon such transfer the City Administrator of the Issuer will note the date of registration and the name and address of the new registered holder in the registration blank appearing below. The Issuer may deem and treat the person in whose name this Note is last registered upon the books of the Issuer with such registration noted on this Note, as the absolute owner hereof, whether or not overdue, for the purpose of receiving payment of or on the account of the Principal Balance, redemption price, or interest and for all other purposes, and all such payments so made to the Lender or upon its order shall be valid and effective to satisfy and discharge the liability upon this Note to the extent of the sum or sums so paid, and the Issuer shall not be affected by any notice to the contrary. (17) All ofthe agreements, conditions, covenants, provisions, and stipulations contained in the Related Documents 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. (18) This Note and interest thereon and any service charge or premium due hereunder (payable solely from payments to be made pursuant to the Related Documents) are special limited obligations of the Issuer, do not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation, are not payable from or a charge upon any funds other than the revenues and proceeds pledged to the payment thereof and do not give rise to a pecuniary liability of the Issuer, to the extent permitted by law, of any of its officers, agents, or employees, and no holder of this Note shall ever have the right to compel any exercise of the taxing power of the Issuer to pay this Note or the interest thereon, or to enforce payment thereof against any property of the Issuer, and this Note does not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Issuer. The agreement of the Issuer to perform or cause the performance of the covenants and other provisions herein refened to shall be subject at all times to the availability of revenues or other funds furnished for such purpose in accordance with the Loan Agreement, sufficient to pay all costs of such performance or the enforcement thereof. (19) It is agreed that time is of the essence of this Note. If an "Event of Default" (as that term is defined in the Security Documents, the Loan Purchase Agreement, or the Loan Agreement) shall occur, beyond all applicable notice and cure periods, then the Lender shall have the right and option to declare the Principal Balance and accrued interest thereon, immediately due and payable, whereupon the same, plus any other amounts owing to the Lender, shall be due and payable (but shall be payable solely from payments to be made pursuant to the Related Documents). Failure to exercise such option at any time shall not constitute a waiver of the right to exercise the same at any subsequent time. (20) The remedies of the Lender, as provided herein and in the Security Documents or the Related Documents, are not exclusive and shall be cumulative and concurrent and may be pursued singly, successively, or together, at the sole discretion ofthe Lender, and 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. 4 200637948v2 33 (21) The Lender shall not be deemed, by any act of omission or commission, to havewaived any of its rights or remedies hereunder unless ,u.tr*uiu"..is in writing and signed by theLender and' then only to the extent specifically r* runr, in the-writing. A waiver with reference to ;:ilJ"Ti.tL"#ot.be construed as cbntinuing o. ur u uuiio oi *uiu". of any right or remedy as ro Q2) This Note has been issued without registration under state or federal or othersecurities laws' pursuant to an exemption for such i*"-"G;;; accordingly this Note may not beassigned or transferred in whole o. pu,t, nor may a participation intereJt"in irrir'Note be given lJfi'r:?1nfi|J"t:ilT,'l#on asreement, except inaccbrdance with un appri.aur"""*.mption fro- (23) The Borrower's obligations under the Loan Agreement after the conversion Datewith respect to the payment of this frote are non-recourse to the Borrower. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts, and things requiredto exist' happen' and be performed precedent to o, in it.'iJruun"" of this Note do exist, havehappened' and have been perform.o in .egurur and due f; ;; required by raw. (The remainder of this page is intentionally left blank.) 5 200637948v2 34 IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed in its name, the corporate seal having been intentionally omitted as permitted by law, and has caused this Note to be dated as of the date and year first written above. CITY OF FALCON HEIGHTS, MINNESOTA Its: J Its: C Administrator [Multifamily Housing Revenue Note (Fairway Common Project) Series 2026A-2] s-l By: J 200637948v2 35 NOTE REGISTER The ownership of the unpaid Principal Balance of this Note and the interest accruingitfl:?il1:"-,:jT:f"tr rh" b";[;r,i. cir, "f-fi; *,,i*r,o, Minnesota in rhe name of the Date of Registration Name and Address Registered Owner Merchants Bank, National Association 3586 55th Street NW Rochester, fuf inn"roiu 5590 I Sienature of City Administrator ,) J 200637948v2 36 Taft Stettinius & Hollister LLp Draft June t7,2026 LOAN AGREEMENT between crry oF FALcoT.1Trr""#.s, MrNNE s orA, FAIRWAY COMMONS, LIMITED PARTNERSHIP, as Borrower Dated as of July 1,2026 Relating to: and $ Cify of Falcon Heights, MinnesotaMultifamilyHousing Revenue Note(Fairway Commons Project) Series 2026A-I $ City of Falcon Heights, MinnesotaMultifamityHousing Revenue Note(Fairway Commons Project) Series 2026A-2 Except for certain reserved rights, the. interest of the city of Falcon Heights, Minnesota(the "Issuer") in this Loan Agreeit"", rr"r u.en predged uni iligr"d to Merchani! gunt, Nationarfi',::T':'if,1.,:""ffi:;:**mlri*il$j::ii**#;n'.'rro:n,orloanag."",.ni, 200570394v3 37 TABLE OF CONTENTS ARTICLE I DEFINITIONS, EXHIBITS AND RULES OF INTERPRETATION..Section I.l Definitions. Page Section L2 Rules of Interpretation.......... ARTICLE II REPRESENTATIONS ................ Section 2.1 Representations by the,Issuer. Section 2.2 Representations by ARTICLE III LOAN TO THE BORROWER 2 .....,,,.7 ........8 ........8 ........ 8 ..... 1l ..... l 1 ..... I I ,.... I I .... 1 I .... 11 .... t2 ...13 ... l3 Section 3.1 Section 3.2 Section 3.3 Section 3.4 Section 3.5 Section 3.6 ARTICLE IV BORRO Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7 Section 4.g Section 4.9 ARTICLE V PREPA Section 5.1 Section 5.2 Section 5.3 Section 5.4 the 8orrower............ Issuer,s Administrative Fee wER'S COVENANTS ...................... Financial Reporting.. Amount and Source of Loan Disbursement of the Loan.......... Repayment of the Loan................. Borrower,s Obl igations Unconditional ......... Borrower,s Remedies. Indemnity Reports to Governmental Agencies Security for the Loan .......... Preservation of Tax Exemption ...... Lease or Sale ofproject ......... l3 ....... t3 Project Operation and Maintenance Expenses Notifi cation of Changes ......... Maintenance of Facility as eualified Residential YMENT OF LOAN. Prepayment at Option of Borrower.... Termination upon Retirement of the Series 2026A Mandatory purchase of the Series 2026ANotes..... Rental Project .....14 .....14 ,.... t7 .... l8 ....18 ,...18 ... 19 Special Mandatory purchase of the Series 2026ANotes Error!Bookmark not defined. ARTICLE VI EVENTS OF DEFAULT AND REMEDIES..... 200570394v3 -l- 20 38 ARTICLE VI EVENTS OF DEF'AULT AND REMEDIES Section 6.1 Events of Default. Any one or more of the following events continuing beyond any applicable cure period is an Event of Default under this Loan Agreement: (l) If the Bonower shall fail to make any payments required under this Loan Agreement or the Series 2026{Notes on or before the date that payment is due, within l0 days of when the payment is due. (2) If the Borrower shall fail to observe and perform any other covenant, condition, or agreement on its part under this Loan Agreement for a period of 30 days after written notice (a "Default Notice"), specifying such default and requesting that it be remedied, given to the Borrower by the Issuer or the Series 2026A Lender, or for such longer period as may be reasonably necessary to remedy such default provided that the Borrower is proceeding with reasonable diligence to remedy the same, but not exceeding 60 days afterthe DefaultNotice is given, unless the Series 2026A Lender shall agree in writing to an extension of such time prior to its expiration. (3) If the Borrower shall file a petition in bankruptcy or for reorganization or for an arrangement under any present or future federal bankruptcy act or under any similar federal or state law, shall consent to the entry of an order for relief under any present or future federal bankruptcy act or under any similar federal or state law, or shall make an assignment for the benefit of its creditors or shall admit in writing its inability to pay its debts generally as they become due, or if a petition or answer proposing the entry of an order for reliefofthe Borrower under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within 60 days after the filing thereof, or a receiver, trustee, or liquidator of the Borrower of all or substantially all of the assets of the Borrower, or of the Project, shall be appointed in any proceeding brought against the Borrower and shall not be discharged within 60 days after such appointment or if the Borrower shall consent to or acquiesce in such appointment, or if the estate or interest of the Borrower in the Project or a part thereofshall be levied upon or attached in any proceeding and such process shall not be vacated or discharged within 60 days after such levy or attachment. (4) If the Partnership Agreement of the Borrower shall expire or be annulled; or if the Partnership Agreement of the Borrower shall be amended or modified in a manner that may adversely impact the rights of the Issuer or Lender under the Related Documents without the consent of the Series 2026A Lender, which shall not be unreasonably withheld, conditioned, or delayed; or if the Borrower shall be dissolved or liquidated or shall be merged with or is acquired by another business entity. Notwithstanding the foregoing, non- material amendments to the Partnership Agreement, including amendments to effectuate permitted transfers, shall not constitute an Event of Default hereunder and shall not require the consent of the Series 2026A Lender. Any transfers shall be subject to the terms of Section 7.1 of the Loan Purchase Agreement. 200570394v3 20 59 (5) If any representation or waffanty made by the Borrower herein, or by an officer or representative of the Borrower in any document or certificate furnished to the Series 2026A Lender or the Issuer in connection herewith or therewith or under the terms hereto or thereto, shall prove at any time to be, in any material respect, incorrect or misleading as of the date made, and is not cured within 60 days after a Default Notice, specifying such default and requesting that it be remedied, has been given to the Borrower by the Issuer or the Series 2026A Lender. (6) If the Bonower shall default or fail to perform any covenant, condition, or agreement on its part under any of the Related Documents or any other security document securing the Series 2026A Notes, and such failure continues beyond the period, if anyt set forth in such documents during which the Borrower may cure the default, or if an "Event of Default" occurs under any of the Related Documents. If any inconsistency exists between the foregoing Events of Default and the Events of Default defined in the Loan Purchase Agreement, the terms of the Loan Purchase Agreement shall control. Any partner of the Borrower shall have the right, but not the obligation, to cure any default under this Loan Agreement within the same cure period afforded to the Borrower to cure such default. In addition, the Issuer agrees to accept cures tendered by any such partner on behalf of the Borrower. Section 6.2 Remedies. Whenever any Event of Default referred to in Section 6.1 hereof shall have happened, any one or more of the following remedial steps to the extent permitted by law may be taken by the Issuer with the prior written consent of the Series 2026A Lender (except that the Reserved Rights, including the rights arising under the sections listed in Section 7.10 hereof, shall not require such consent in order to be exercised by the Issuer) or by the Series 2026A Lender itself: (l) The Issuer, upon written direction of the Series2026A Lender, or the Series 2026A Lender may declare all installments of the Loan (being an amount equal to that necessary to pay in full the Principal Balance plus accrued interest thereon and any premium due thereunder of the Series 2026A Notes assuming acceleration of the Series 2026A Notes underthe terms thereof and to pay all other indebtedness thereunder) to be immediately due and payable, whereupon the same shall become immediately due and payable by the Bomower; or (2) The Series 2026A Lender may exercise all of its rights and remedies under the Related Documents; or (3) The Issuer, upon written direction of the Series 2026A Lender (except that no direction shall be required in connection with the Reserved Rights), or the Series 2026A Lender (in either case at no expense to the Issuer) may take whatever action at law or in equity may appear necessary or appropriate to collect the amounts then due and thereafter to become due under this Loan Agreement, or to enforce performance and observance of any obligation, agreement, or covenant of the Borrower under this Loan Agreement; provided that the Issuer will not be obligated to take any action until, at the option of the Issuer, the Issuer has received assurance satisfactory to the Issuer that the Issuer will be 200570394v3 2l 60 reimbursed for its expenses incurred or to be incurred in connection with taking such action and indemnified against any liability relating thereto. In addition, the Series 2026A Lender will have such remedies as are provided in the Assignment of Loan Agreement upon an Event of Default under this Loan Agreement. Section 6.3 Disposition of Funds. Notwithstanding anything to the contrary contained in this Loan Agreement, any amounts collected, up to the amounts due, in accordance with any action taken under Section 6.2hereof, except for any amounts collected solely forthe benefit of the Issuer pursuant to its Reserved Rights, shall, after deducting all expenses incurred in collecting the same, be applied as a prepayment of the Series 2026A Notes in accordance with Section 5.1 hereof. Section 6.4 Manner of Exercise. No remedy herein conferred upon or reserved to the Issuer or the Series 2026A Lender 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 Loan Agreement or now or hereafter existing at law or in equity by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer or the Series 2026A Lender to exercise any remedy reserved to either of them in this Article, it shall not be necessary to give any notice, other than such notice as may be herein expressly required. Section 6.5 Attorne)rs' Fees and Expenses. In the event the Borrower should default under any of the provisions of this Loan Agreement and the Issuer or the Series 2026A Lender 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 shall on demand pay to the Issuer or the Series 2026A Lender the fees of such attorneys and such other expenses so incurred. Section 6.6 Effect of Waiver. In the event any agreement contained in this Loan Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. (The remainder of this page is intentionally left blank.) 200510394v3 22 61 ARTICLE VII GENERAL Section 7.1 Notices. All notices, certificates, or other communications hereundei shall be sufficiently given and shall be deemed given when mailed by certified or registered mail, postage prepaid, with proper address as indicated below. The Issuer, the Borrower, and the Series 2026A Lender may, by ten (10) days' advance written notice given by each to the others, designate any address or addresses to which notices, certificates, or other communications to them shall be sent when required as contemplated by this Loan Agreement. Until otherwise provided by the respective parties, allnotices, certificates, and communications to each of them shall be addressed as follows: To the Issuer:City of Falcon Heights, Minnesota Falcon Heights City Hall 2077 Larpenteur Avenue W Falcon Heights, MN 551 13-5551 Attn: City Administrator With a copy to:Taft Stettinius & Hollister LLP 2200 IDS Center 80 South 8th Street Minneapolis, MN 55402 Attn: Rhonda M. Skoby To the Borrower:Fairway Commons, Limited Partnership 4725 Excelsior Boulevard, Suite 500 Minneapolis, MN 55416 Attn: Chief Manager With copies to:Winthrop & Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 Attn: Shawn Alexander, Esq. U.S. Bancorp Community Development Corporation 505 North Seventh Street, lOth Floor Mail Code: SL MO TIOF St. Louis, MO 63101 USB Project No.: 36269 Attn: Director of LIHTC Asset Management Applegate & Thorne Thomsen, P.C. 425 South Financial Place, Suite 1900 Chicago, IL 60605 Attention: Connie Reiniger 200570394v3 23 62 (which copies shall not constitute notice to the Borrower) To the Series 2026A Lender:Merchants Bank, National Association 3586 55th Street NW Rochester, MN 55901 Attn: Jarett Jones With a copy to Messerli& Kramer, P.A. 50 South Sixth Street, Suite 2300 Minneapolis, MN 55402' Attn: Michelle R. Jester, Esq. Section 7.2 Bindins Effect. This Loan Agreement shall inure to the benefit of and shall be binding upon the Issuer and the Borrower and their respective successors and assigns. Section 7.3 Severability. In the event any provision of this Loan Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 7.4 Amendments. Changes. and Modifications. Except as otherwise provided in this Loan Agreement or in the Note Resolution, subsequent to the initial issuance of the Series 2026A Notes and before the Series 2026A Notes are satisfied and discharged in accordance with their respective terms, this Loan Agreement may not be effectively amended, changed, modified, altered, or terminated without the written consent of the Series 2026A Lender and the Issuer. At any time that the Borrower and the Series 2026A Lender determine to materially change the repayment terms of the Series 2026A Note set forth in the Loan Purchase Agreement including but not limited to any changes related to the extension of principal and interest payments, changes in interest rates, or changes in security for the Series 2026A Note, the Borrower shall notifr the Issuer and Bond Counsel prior to making such change so that a determination can be made, at Borrower's sole expense, regarding the impact of such change on the tax-exempt status of the Series 2026A Note and whether action on the part of the Issuer is needed to maintain the tax- exempt nature of the interest on the Series 20264 Note. Section 7.5 Execution Counterparts. This Loan Agreement may be simultaneously executed in several counterparts, each of which shallbe an original and all ofwhich shall constitute but one and the same instrument. Section 7.6 Limitation of Issuer's Liability. No covenant, provision or agreement of the Issuer herein or in the Series 2026{Notes or in any other document executed by the Issuer (or any other party) in connection with the issuance, sale and delivery of the Series 2026A Notes, or any obligation herein or therein imposed upon the Issuer or respecting the breach thereof, shall give rise to a pecuniary liability of the Issuer or its officers, employees or agents, or a charge against the Issuer's general credit or taxing powers or shall obligate the Issuer or its officers, employees or agents, financially in any way except with respect to this Loan Agreement and the application of revenues therefrom and the proceeds of the Series 2026A Notes. The Series 2026A Notes shall be and constitute only special and limited revenue obligations of the Issuer, payable solely from 200570394v3 24 63 the revenues pledged to the payment thereof pursuant to this Loan Agreement and the Assignment of Loan Agreement (except any payments due to the Issuer pursuant to its Reserved Rights) and not from any otherrevenues, funds, orassets of the Issuer. The Series 2026A Notes do notnow and shall never constitute an indebtedness, a general or moral obligation or a loan of the credit of the Issuer, the State or any political subdivision thereof or a lien, charge or encumbrance, legalor equitable, against the Issuer's general credit ortaxing powers or any of the Issuer's property. No failure of the Issuer to comply with any term, condition, covenant or agreement herein or therein shall subject the Issuer, its officers, employees or agents, to liability for any claim for damages, costs or other financial or pecuniary charges except to the extent that the same can be paid or recovered from this Loan Agreement or revenues therefrom. No execution on any claim, demand, cause of action orjudgment shall be levied upon or collected from the general credit, general funds or taxing powers of the Issuer. In making the agreements, provisions and covenants set forth herein, the Issuer has not obligated itself except with respect to this Loan Agreement and the application of revenues hereunder as hereinabove provided. It is further understood and agreed by the Borrower and the Series 2026A Lender that the Issuer and its officers, employees or agents shall incur no pecuniary liability hereunder and shall not be liable for any expenses related hereto, including administrative expenses and the fees and disbursement of the Issuer's attomey, Bond Counsel, and fiscal consultant retained in connection therewith, all of which the Borrower agrees to pay. If, notwithstanding the provisions of this Section, the Issuer or its officers, employees or agents incur any expense, or suffer any losses, claims or damages or incur any liabilities arising out of or relating to the transaction contemplated by this Loan Agreement and the Related Documents, other than as a result of the willful misconduct of such indemnitee, the Borrower will indemnify and hold harmless the Issuer, its officers, employees or agents from the same and will reimburse the Issuer and its officers, employees or agents for any legal or other expenses incurred by the Issuer and its officers, employees or agents in relation thereto. This covenant to indemnifr, hold harmless and reimburse the Issuer and its officers, employees or agents shall survive delivery of and payment for the Series 2026A Notes and expiration or termination of this Loan Agreement. The liability of the Issuer is further restricted as provided in the Act. Section 7.7 Issuer's and Lender's Attorneys' Fees and Costs. If, notwithstanding the provisions of Section 7.6 hereof with respect to the Issuer, the Issuer or the Series 2026A Lender incurs any expense, or suffers any losses, claims, or damages, or incurs any liabilities in connection with the transaction contemplated by this Loan Agreement, the Borrower shall indemnify and hold harmless the Issuer and the Series 2026A Lender from the same and shall reimburse the Issuer and the Series 2026A Lender for any legal or other expenses incurred by the Issuer and the Series 2026A Lender in relation thereto; provided, however, that the Borrower shall not be responsible for such losses arising from the willful misconduct of the Issuer or willful misconduct or gross negligence of the Series 2026A Lender. The Borrower shall also reimburse the lssuer and the Series 2026A Lender for all other costs and expenses including, without limitation, attorneys' fees paid or incurred by the Issuer and the Series 2026A Lender in connection with (l) the discussion, negotiation, preparation, approval, execution, delivery, interpretation, and performance of the Related Documents and the documents and instruments related hereto or thereto; (2) any amendments or modifications hereto or to the Series 2026A Notes and the Related Documents and any document, instrument, or agreement related hereto or thereto, and the discussion, negotiation, preparation, approval, execution, delivery, interpretation, and performance of any and all documents necessary or desirable to effect such amendments or modifications; (3) the servicing and administration of the Loan during the term of such Loan or thereafter; and (4) the enforcement 25 200570394v3 64 by the Issuer or the Series 2026A Lender during the term hereof or thereafter of any of the rights or remedies of the Issuer or the Series 2026A Lender hereunder or under the Series 2026A Notes and the Related Documents or any document, instrument, or agreement related hereto or thereto, including without limitation costs and expenses of collection in the Event of Default, whether or not suit is filed with respect thereto. Section 7.8 Release. The Borrower hereby acknowledges and agrees that the lssuer shall not be liable to the Borower, and hereby releases and discharges the Issuer from any liability, for any and all losses, costs, expenses (including attomeys' fees), damages, judgments, claims, and causes of action paid, incurred, or sustained by the Borrower as a result of or relating to any action, or failure or refusal to act, on the part of the Series 2026A Lender with respect to this Loan Agreement or the documents and transactions related hereto or contemplated hereby including, without limitation, the exercise by the Series 2026A Lender of any of its rights or remedies under Article VI hereof; the Series 2026A Note, and the Related Documents or any collateral security documents. Section 7.9 Audit Expenses. The Borrower agrees to pay any costs incurred by the Issuer in connection with any audit, investigation, information request, or inquiry of any type, random or otherwise, by the Internal Revenue Service, the U.S. Securities and Exchange Commission, the Minnesota Department of Revenue, the Office of the State Auditor, the Municipal Securities Rulemaking Board, or any other governmental entity with respect to the Series 2026A Notes, the Borrower, or the Project. The Borrower acknowledges that in the event of an examination ofthe Notes by the Internal Revenue Service to determine compliance of the Notes with the provisions of the Code as they relate to tax-exempt obligations, the Issuer is likely to be treated as the "taxpayer" in such examination. The Borrower, upon notification by the Issuer, that the Borrower: (a) will respond to any inquiries from the Internal Revenue Service in connection with such examination; and (b) upon the request of the Issuer, will reimburse the Issuer for all expenses incurred by the Issuer, including the fees, and expenses of counsel (and, upon request, will provide in advance a cash deposit in the amount of the reasonably anticipated expenses to be incurred by the Issuer) in connection with such examination or will directly pay the costs of any such examination. The lssuer covenants that it will promptly notify the Borrower of any inquiry or examination by the Internal Revenue Service relating to the Notes and will cooperate with the Borrower, at the Borrower's sole expense, in connection with any such inquiry or examination. The Borrower understands and agrees that the interests of the Issuer and the Borrower in any such examination may differ and that the existence of the examination may be subject to public disclosure by the Issuer under the open records laws of the State. Section 7.10 Assienment by Issuer and Survivorship of Oblieations. The Issuer may assign its rights under this Loan Agreement and any related documents to the Series2026A Lender to secure payment of the principalof and interest and premium, if any, on the Series 2026{Notes, but any such assignment shall not operate to limit or otherwise affect the following provisions hereof to the extent that they run to the Issuer from the Borrower to which extent they shall survive any such assignment: Sections 3.3,3.4,3.6, 4.2, 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 6.2, 6.5,7.6,7.7,7.8, 7.9, and 7.l0 hereof. Upon any such assignment, the provisions immediately above running to the 2005'70394v3 26 65 Issuer from the Borrower for the Issuer's benefit shall run jointly and severally to the Issuer and the Series 2026A Lender (if appropriate), provided that the Issuer shall have the right to enforce any Reserved Rights without the approval of the Series 2026A Lender. The obligations of the Borrower running to the Issuer for the purpose of preserving the tax-exempt status of the Series 2026A Notes or otherwise for the Issuer's benefit under the foregoing Sections shall survive repayment of the Series 2026A Notes and the interest thereon. SectionT.ll Required Approvals. Consents and approvals required by this Loan Agreement to be obtained from the Borrower or the Issuer shall be in writing and shall not be unreasonably withheld or delayed. Section 7.12 Nature of Borrower's Oblisations. Prior to and until the Conversion Date (as defined in the Loan Purchase Agreement), the Borrower's obligations under this Loan Agreement, the Series 2026A Notes, and the Related Documents shall be recourse. As of the Conversion Date, the Borrower's obligations under this Loan Agreement, the Series 2026A Notes, and the Related Documents shall be non-recourse to the Borrower. (The remainder of this page is intentionally left blank.) 200570394v3 27 66 ) :) IN WITNESS WHEREOF, the Issuer and the Borrower have caused this Loan Agreement to be executed in their respective names all as of the date first above written. CITY OF FALCON HEIGHTS, MINNESOTA Its: Mayor By: Jack Its:City inistrator [Issuer Signature Page to Loan Agreement (Series2026A) - Fairway Commons] s-1 2O0570394v3 67 1 :) Execution page of the Borrower to the Loan Agreement, dated as of the date and year first written above. FAIRWAY COMMONS, LIMITED PARTNERSHIP, a Minnesota limited partnership By: Falcon Heights Group LLC, a Minnesota limited liability company Its: General Partner By: Tyler Manning Its: Vice President and Secretary [Borrower Signature Page to Loan Agreement (Series 20261+) - Fairway Commons] s-2J 200570394v3 68 Re EXIIIBIT A FORM OF ANNUAL REPORT OF'OUTSTANDING PRINCIPAL AMOUNT March 31,20- City of Falcon Heights 2077 Larpenteur Avenue Falcon Heights, MN 551 l3 Attn: City Administrator City of Falcon Heights, Minnesota, Multifamily Housing Revenue Note (Fairway Commons Project), Series 2026A-l and Series 2026A-2 To Whom it May Concern The following is our report regarding the outstanding balance of the Series 2026A Notes as of the end of the prior calendar year pursuant to Section 3.3 of the Loan Agreement: FAIRWAY COMMONS, LIMITED PARTNERSHIP, a Minnesota limited partnership By: Falcon Heights Group LLC, a Minnesota limited liability company Its: General Partner Series 20264-1 Note Series 2026A-2Note Date of issuance: July [ 0],2026 Original issue amount: Principal balance outstanding on l2l3ll_ (end ofprevious year): $ Principal payments for 20- (current reporting year) Aggregate: $ Date of issuance: July 1101,2026 Original issue amount: Principal balance outstanding on (end ofprevious year): $ Principal payments for 20- reporting year) Aggregate: $ t2l3v_ (current 200570394v3 A-l 69 By Name: Its: 200570394v3 A-2 70 Taft Stettinius & Hollister LLP Draft June 17,2026 ASSIGNMENT OF LOAN AGREEMENT between CITY OF FALCON HEIGHTS, MINNESOTA, as Issuer and MERCHANTS BANK, NATIONAL ASSOCTATION, as Lender Dated as of July 1,2026 Relating to: $$ City of Falcon Heightso Minnesota Multifamily Housing Revenue Note (Fairway Commons Project) Series 20264-l City of Falcon Heights, Minnesota Multifamily Housing Revenue Note (Fairway Commons Project) Series 2026A-2 200570396v3 71 l ASSIGNMENT OF LOAN AGREEMENT THIS ASSIGNMENT OF LOAN AGREEMENT, dated as of July l, 2026 (the "Assignment"), is between the CITY OF FALCON HEIGHTS, MINNESOTA, a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State of Minnesota (the "lssuer"), and MERCHANTS BANK, NATIONAL ASSOCIATION, a national banking association (the "Lender"). RECITALS WHEREAS, the Issuer and Fairway Commons, Limited Partnership, a Minnesota limited partnership (the "Borrower"), have entered into a Loan Agreement, dated as of July l, 2026 (the "Loan Agreement"), pursuant to which the Issuer will loan to the Borrower the proceeds derived from the sale to the Lender of the Issuer's (i) Multifamily Housing Revenue Note (Fairway Commons Project), Series 2026A-l (the "Series 2026A-l Note"), issued in the original principal amount of $and (ii) Multifamily Housing Revenue Note (Fairway Commons Project), Series 2026A-2 (the 'tSeries 2026A-2 Note" and together with the Series 20264-1 Note, the "series 2026{Notes"), issued in the original principal amount of $f l; and WHEREAS, proceeds of the Series 2026{Notes will be used to finance a portion of the costs of (i) the acquisition, construction, and equipping of an approximately I l0-unit age-restricted multifamily rental housing development and facilities functionally related and subordinate thereto, to be located at or about 1670 Larpenteur Avenue West, Falcon Heights, Minnesota (the "Project"); (ii) capitalized interest during the construction of the Project, if necessary; and (iii) costs of issuance of the Series 2026A Notes; and WHEREAS, the Series 2026A Notes will be payable from and secured by the loan repayments (the "Loan Repayments") to be made by the Borrower under the Loan Agreement, and the Lender, as a condition to the purchase of the Series 2026A Notes, has required the execution of this Assignment; and NOW THEREFORE, as an inducement to the Lender to purchase the Series 2026A Notes, and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: l. In order to secure the due and punctual payment of the Series 2026{Notes and all other sums due to the Lender under the Loan Agreement, the Issuer does hereby assign, without recourse, to the Lender all of the Issuer's right, title, and interest in and to the Loan Agreement, including the Loan Repayments payable by the Borrower thereunder, subject to the Issuer's Reserved Rights (as such term is defined in the Loan Agreement). Z. The Issuer hereby represents and warrants to the Lender that the Issuer's right, title, and interest in the Loan Agreement is free and clear of any lien, security interest, or other encumbrance other than that arising under this Assignment. 200-570396v3 72 3. The lssuer hereby authorizes the Lender to exercise, whether or not a default exists under the Series 2026A Notes or an Event of Default has occurred under the Loan Agreement, either in the Issuer's name or the Lender's name, any and all rights available to the Issuer under the Loan Agreement, subject to the Reserved Rights of the Issuer. The Issuer agrees, on request of the Lender, and at the sole expense of the Borrower, to execute and deliver to the Lender such other documents or instruments as shall be deemed necessary or appropriate by the Lender at any time to confirm or perfect the security interest hereby granted; provided that the Issuer will not be obligated to take any action or execute any instrument until, at the option of the Issuer, the Issuer has received assurance satisfactory to the Issuer that the Issuer will be reimbursed for its expenses incurred or to be incurred in connection with taking such action or executing such instrument and indemnified against any liability relating thereto. The Issuer hereby appoints the Lender its attorney-in-fact to execute and/or file or record on behalf of the Issuer, and in its name, any and all such assignments, financing statements, or other documents or instruments which the Lender may deem necessary or appropriate to perfect, protect, or enforce the security interest hereby granted. The Issuer shall have no responsibility for the filing, perfection, or continuation of any security interest created hereunder or under the Loan Agreement. 4. The Issuer will not (a) exercise or affempt to exercise any remedies under the Loan Agreement, except as permitted by Sections 6.2 and 7 .7 of the Loan Agreement, or terminate, modify, or accept a surrender of the same, or by affirmative act, consent to the creation or existence of any security interest or other lien in the Loan Agreement to secure payment of any other indebtedness; or (b) receive or collect or permit the receipt or collection of any payments, receipts, rentals, profits, or other money under the Loan Agreement (except as permitted under Section 7.10 thereof) or assign, transfer, or hypothecate (other than to the Lender hereunder) any of the same then due or to accrue in the future. 5. The Issuer expressly covenants and agrees that the Lender shall be entitled to receive all Loan Repayments and other payments under the Loan Agreement (except any payments due to the Issuer pursuant to its Reserved Rights) and hereby authorizes and directs the Borrower to make such Loan Repayments and other payments directly to the Lender. The Lender covenants and agrees that all payments received by the Lender pursuant to the Loan Agreement shall be applied as provided in the Related Documents. 6. The Lender agrees to advance the purchase price of the Series2026ANote directly to the Borrower as provided in the Related Documents. 7 . If an Event of Default shall occur and be continuing after the expiration of any cure rights under the terms of the Loan Agreement, the Lender may exercise any one or more or all, and in any order, of the remedies hereinafter set forth, in addition to any other remedy at law or in equity or specified in the Loan Agreement, it being expressly understood that no remedy herein conferred is intended to be exclusive of any other remedy or remedies, but each and every remedy shall be cumulative and shall be in addition to every other remedy given herein or now or hereafter existing at law or in equity or by statute: 2 200570396v3 73 (a) The Lender may, without prior notice of any kind, declare the principal of and interest accrued on the Series 2026 Notes immediately due and payable. (b) The Lender may exercise any rights and remedies and options of a secured party under the Uniform Commercial Code as adopted in the State of Minnesota and any and all rights available to it under the Loan Agreement, the Security Documents securing payment of the Series 2026A Notes, or the other Related Documents. 8. Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all the covenants, promises, and agreements in this Assignment contained by or on behalf of the Issuer or the Lender shall bind and inure to the benefit ofthe respective successors and assigns ofsuch parties whether so expressed or not. 9. The unenforceability or invalidity of any provision or provisions of this Assignment shall not render any other provision or provisions herein contained unenforceable or invalid. 10. This Assignment shall in all respects be construed in accordance with and govemed by the laws of the State of Minnesota. This Assignment may not be amended or modified except in writing signed by the Issuer and the Lender. I l. This Assignment may be executed, acknowledged, and delivered in any number of counterparts and each of such counterparts shall constitute an original but all of which together shall constitute one agreement. 12. Capitalizedterms used in this Assignment which are not defined in this Assignment but are defined in the Loan Agreement shall have the meanings specified in the Loan Agreement, unless the context of this Assignment otherwise requires. 13. No obligation of the Issuer hereunder shall constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit ortaxing powers but shall be payable solely out of the proceeds and the revenues derived under the Loan Agreement, except any funds resulting from the exercise of the Reserved Rights. No failure of the lssuer to comply with any term, condition, covenant, or agreement herein or in any of the Related Documents shall subject the Issuer to liability for any claim for damages, costs, or other financial or pecuniary charge, except to the extent that the same can be paid or recovered under the Loan Agreement, except any funds resulting from the exercise of the Reserved Rights. (The remainder of this page is intentionally left blank.) J 2005"70396v3 74 l ) IN WITNESS WHEREOF, the Issuer and the Lender have caused this Assignment of Loan Agreement to be duly executed as of the date first above written. CITY OF AALCON HEIGHTS, MINNESOTA Jack inehan strator Issuer Signature Page to Assignment of Loan Agreement (2026A) - Fairway Commons s-l B Its: Mayor By: Its: J 200570396v3 75 i) Execution page of the Lenderto the Assignment of Loan Agreement, dated as of the date and year first written above. MERCHATIT BAI\K, NATIONAL ASSOCIATION By Name: Jarett Jones Its: Market President Lender Signature Page to Assignment of Loan Agreement (2026A) - Fairway Commons s-2 2O0570396v3 76 No. R-l Principal Amount UNITED STATES OF AMERICA STATE OF'MINNESOTA COUNTY OF RAMSEY CITY OF FALCON HEIGHTS MULTIF'AMILY HOUSING REVENUE NOTE (FATRWAY COMMONS PROJECT) SERIES 20268 Dated Date $Iuly |0}2026 Orieinal Issue Date Iuly 1101,2026 For value received the CITY OF FALCON HEIGHTS, MINNESOTA, a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State of Minnesota (the "[ssuer"), hereby promises to pay to U.S. BANK NATIONAL ASSOCIATION, a national banking association, its successors or registered assigns (the "Lender"), from the source and in the manner hereinafter provided, the principal sum of no/100 Dollars ($or so much thereofas has been advanced hereunder and remains unpaid from time to time (the "Principal Balance"), with interest on the outstanding Principal Balance. All payments of principal and interest on this Multifamily Housing Revenue Note (Fairway Commons Project), Series 20268 (the "Note"), shall be made in arty coin or curency which, at the time or times of payment, are legal tender for the payment of public or private debts in the United States of America, in accordance with the terms hereinafter set forth. Concurrently with the issuance of this Note, and pursuant to the same plan of financing, the Issuer has also issued its Multifamily Housing Revenue Note (Fairway Commons Project), Series 2026A-1, in the original principal amount of $[ I and its Multifamily Housing Revenue Note (Fairway Commons Project), Series 2026A-2, in the original principal amount of $t l. Any capitalized terms used herein that are otherwise not defined herein shall have the meanings provided in the Loan Agreement, dated as of July 1,2026 (the "Loan Agreement"), between the Issuer and Fairway Commons, Limited Partnership, a Minnesota limited partnership (the "Borrower"), related to the proceeds of the Note. (l) From and after the date hereof, interest shall accrue on the outstanding Principal Balance at a variable interest rate equal to 12.651% per annum plus [30-Day Term SOFR]; determined as of the first day of each month, (the "lnterest Rate"), more particularly described in the Bridge Loan Promissory Note (Tax Exempt), dated as of the date hereof, by the Borrower to the Lender. Interest shall be computed on 30/360 basis, that is, by dividing the interest rate by 360, multiplied by 30 days; multiplied by the Principal Balance that is outstanding that month. (2) Commencing on [August] 1,2026, and continuing on the first day of each month thereafter through and including [January l, 20301, interest only shall be payable on the Principal Balance. 20057040 lv3 77 (3) In addition, on [January 1, 2030] (the "Maturity Date"), as may be extended pursuant to the Bridge Loan Agreement, dated as of the date hereof (the "Loan Purchase Agreement"), between the Borrower and the Lender, all outstanding principal of and accrued interest on this Note shall be due and payable in full. Notwithstanding the foregoing, this Note may be subject to mandatory prepayment as provided in Section l4 hereof. (4) Notwithstanding the foregoing, upon the failure to pay the principal of or interest on this Note when due or upon the occurrence of any Event of Default, as hereafter defined, interest on the Principal Balance shall accrue at an annual rate which is 500 basis points in excess of the interest rate otherwise payable hereunder (the "Default Rate"). The interest rate may also be adjusted to the Taxable Rate as provided in Section 8 below. (5) A late payment fee in an amount equal to l0%o of the delinquent amount shall be paid with respect to allpayments not made within l0 days of the date due. (6) Payments shall be applied first to any fees owing to the Lender, second to any prepayment fees due thereunder, third to accrued and unpaid interest on the Principal Balance, and thereafter to reduction of the Principal Balance. (7) In any event, the payments hereunder shall be sufficient to pay all principal and interest due, as such principal and interest becomes due, at maturity, upon earlier redemption and prepayment, or otherwise. (8) Upon the occurrence of a Determination of Taxability, the interest rate per annum on this Note shall be immediately adjusted to be equalto the Taxable Rate. The "Taxable Rate" is defined as the rate of interest determined by the Lender in its sole discretion to be the taxable equivalent of the interest rate otherwise payable hereunder. In addition, the Lender shall be entitled to receive upon demand an amount equal to the aggregate difference between the monthly payments theretofore made to the Lender on this Note and the monthly payments which would have been made during such period if the Default Rate had been in effect from and after the Date of Taxability. (9) Principal and interest due hereunder shall be payable at the following office of the Lender, or at such other place as the Lender may designate in writing: 505 North Seventh Street, St. Louis, MO 63101, SL-MO-TI0F. (10) This Note is issued by the Issuer to provide funds for a multifamily housing development, as defined in Minnesota Statutes, Chapter 462C, as amended (the "Act"), consisting of the financing the acquisition, construction, and equipping of an approximately I l0-unit age-restricted multifamily rental housing development and facilities functionally related and subordinate thereto, to be located at or about 1670 Larpenteur Avenue West, Falcon Heights, Minnesota, and this Note is issued pursuant to and in full compliance with the Constitution and laws of the State of Minnesota, particularly the Act and Minnesota Statutes, Chapter 474A, as amended, and pursuant to a resolution adopted by the City Council of the Issuer on June 22,2026 (the "Resolution"). (11) The proceeds of this Note are being loaned by the Issuer to the Borrower pursuant to the terms and conditions of the Loan Agreement. This Note is secured by, among other 2 20057040 I v3 78 documents and instruments, (i) an Assignment of Loan Agreement, dated as of July l, 2026, between the Issuer and the Lender; (ii) the Security Documents; (iii) the Loan Purchase Agreement; and (iv) the other Related Documents. The proceeds of this Note shall be disbursed pursuant to the terms and conditions of the Master Loan Disbursement Agreement, and the other Related Documents. (12) The Issuer, for itself and its successors and assigns, hereby waives demand, presentment, protest and notice of dishonor; and to the extent permitted by law, the Lender may extend interest and/or principal of or any service charge or premium due on this Note, or release any part or parts of the property and interest subject to any security document from the same, all without notice to or consent of any party liable hereon or thereon and without releasing any such party from such liability and whether or not as a result thereof the interest on this Note is no longer excludable from gross income for federal income tax purposes. In no event, however, may the Maturity Date be extended without the consent of the Lender and an opinion of Bond Counsel that the tax-exempt status of this Note will not be adversely affected. (13) This Note is subject to optional redemption and prepayment, at the option of the Borrower, in whole or in part, on any Payment Date, at a redemption price equal to the sum of the principal amount of this Note to be redeemed, accrued and unpaid interest on this Note to the date of such prepayment; provided, however, that such optional redemption shall in no event occur before the Project has been placed in service without the consent of the Investor Limited Partner. (14) At the option of the Lender, this Note is subject to mandatory purchase at a purchase price equalto the outstanding Principal Balance hereof plus accrued interest thereon, on July [0], 2028 (the "lnitial Mandatory Tender Date") as set forth in Section 2.10 of the Loan Purchase Agreement, as may be extended to January ll0],2029 (the "Extended Mandatory Tender Date"), as set forth in Section 2.08 of the Loan Purchase Agreement. (15) As provided in the Resolution and subject to certain limitations set forth therein, this Note is only transferable upon the books of the Issuer by the Lender in person or by its agent duly authorized in writing, at the Lender's expense, upon surrender hereof together with a written instrument of transfer satisfactory to the City Administrator of the Issuer, duly executed by the Lender or its duly authorized agent. Upon such transfer the City Administrator of the Issuer will note the date of registration and the name and address of the new registered holder in the registration blank appearing below. The Issuer may deem and treat the person in whose name this Note is last registered upon the books of the Issuer with such registration noted on this Note, as the absolute owner hereof, whether or not overdue, for the purpose of receiving payment of or on the account of the Principal Balance, redemption price, or interest and for all other purposes, and all such payments so made to the Lender or upon its order shall be valid and effective to satisfy and discharge the liability upon this Note to the extent of the sum or sums so paid, and the Issuer shall not be affected by any notice to the contrary. (16) All ofthe agreements, conditions, covenants, provisions, and stipulations contained in the Related Documents 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. -t 200570401v3 79 (17) This Note and interest thereon and any service charge or premium due hereunder (payable solely from payments to be made pursuant to the Related Documents) are special limited obligations of the Issuer, do not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation, are not payable from or a charge upon any funds other than the revenues and proceeds pledged to the payment thereof, and do not give rise to a pecuniary liability of the Issuer, to the extent permitted by law, of any of its officers, agents, or employees, and no holder of this Note shall ever have the right to compel any exercise of the taxing power of the Issuer to pay this Note or the interest thereon, or to enforce payment thereof against any property of the Issuer, and this Note does not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Issuer. The agreement of the Issuer to perform or cause the performance of the covenants and other provisions herein referred to shall be subject at all times to the availability of revenues or other funds furnished for such purpose in accordance with the Loan Agreement, sufficient to pay all costs of such performance or the enforcement thereof. (18) It is agreed that time is of the essence ofthis Note. If an o'Event of Default" (as that term is defined in the Security Documents, the Loan Purchase Agreement, or the Loan Agreement) shall occur, beyond all applicable notice and cure periods, then the Lender shall have the right and option to declare the Principal Balance and accrued interest thereon, immediately due and payable, whereupon the same, plus any other amounts owing to the Lender, shall be due and payable (but shall be payable solely from payments to be made pursuant to the Related Documents). Failure to exercise such option at any time shall not constitute a waiver of the right to exercise the same at any subsequent time. (19) The remedies of the Lender, as provided herein and in the Security Documents or the Related Documents, are not exclusive and shall be cumulative and concurrent and may be pursued singly, successively, or together, at the sole discretion of the Lender, and 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. (20) 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. (2I) This Note has been issued without registration under state or federal or other securities laws, pursuant to an exemption for such issuance; and accordingly this Note may not be assigned or transferred in whole or part, nor may a participation interest in this Note be given pursuant to any participation agreement, except in accordance with an applicable exemption from such registration requirements. (22) The Borrower's obligations under the Loan Agreement with respect to the payment of this Note are non-recourse to the Borrower. 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. 4 200570401v3 80 (The remainder of this page is intentionally left blank.) 5 20057040 I v3 81 a IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed in its name, the corporate seal having been intentionally omitted as permiffed by law, and has caused this Note to be dated as of the date and year first written above. CITY OF FALCON HEIGHTS, MINNESOTA Gustafson Its By: Its:City Jack L Multifamily Housing Revenue Note (Fairway Commons), Series 20268 s-l '-) J 20057040 I v3 82 a NOTE REGISTER The ownership of the unpaid Principal Balance of this Note and the interest accruing thereon is registered on the books of the City of Falcon Heights, Minnesota in the name of the holder last noted below. Date of Registration Name and Address Registered Owner Sisnature of Citv Administrator () U.S. Bank National Association 505 North Seventh Street St. Louis, MO 63101 SL-MO-TlOF "2026 Multifamily Housing Revenue Note (Fairway Commons), Series 20268 s-2 ,' \t 200570401v3 83 Taft Stettinius & Hollister LLP Draft June 17,2026 LOAN AGREEMENT between crTY oF FALCON HETGHTS, MTNNESOTA, as Issuer and FAIRWAY COMMONS, LIMITED PARTNERSHIP, as Borrower Dated as of July 1,2026 Relating to: $ City of Falcon Heightso Minnesota Multifamily Housing Revenue Note (Fairway Commons Project) Series 20268 Except for certain reserved rights, the interest of the City of Falcon Heights, Minnesota (the "Issuer") in this Loan Agreement has been pledged and assigned to U.S. Bank National Association (the "Series 20268 Lender"), under the terms of an Assignment of Loan Agreement, dated as of July l, 2026, between the Issuer and the Series 20268 Lender. 2005'70403v3 84 TABLE OF CONTBNTS ARTICLE I DEFINITIONS, EXHIBITS AND RULES OF INTERPRETATION Section l.l Definitions Section 1.2 Rules of Interpretation ARTICLE II REPRESENTATIONS ................ Section 2.1 Representations by the Issuer... Section 2.2 Representations by the Borrower................ ARTICLE III LOAN TO THE BORROWER................ Section 3.1 Amount and Source of Loan Section 3.2 Disbursement of the Loan.......... Section 3.3 Repayment of the Loan.......... Section 3.4 Borrower's Obligations Unconditional....... Section 3.5 Borrower's Remedies... Section 3.6 Issuer's Administrative Fee ARTICLE IV BORROWER' S COVENANTS ............. Section 4.1 Financial Reporting.. Section 4.2 Indemnity Section 4.4 Section 4.5 Section 4.6 Section 4.7 Section 4.8 Page 2 2 ................. 6 .................8 .................8 .................8 ............... 11 ............... I I ............... I I . .. . ........... I 1 ............... I I ....,..,....... 12 ............... 12 ...............13 ...............13 ............... l3 Section 4.3 Reports to Governmental Agencies Security for the Loan ......... Preservation of Tax Exemption Lease or Sale ofProject Project Operation and Maintenance Expenses... Notification of Changes Section 4.9 Maintenance of Facility as Qualified Residential Rental Project............ l8 ARTICLE V PREPAYMENT OF LOAN............... t9 13 14 t4 17 l8 l8 Section 5.1 Section 5.2 Section 5.3 Section 5.4 Prepayment at Option of Borrower................. ...................... l9 Termination upon Retirement of the Series 20268 Note......................... l9 Mandatory Purchase of Series 20268 Note.......... ................ l9 Special Mandatory Purchase of Series 20268 Note.Error! Bookmark not defined. 200570403v3 -l- 85 TABLE OF CONTENTS (continued) ARTICLE VI EVENTS OF DEFAULT AND REMEDIES Section 6.1 Events of Default......... Section6.2 Remedies... Section 6.3 Disposition of Funds.... Section 6.4 Manner of Exercise Section 6.5 Attorneys' Fees and Expenses Section 6.6 Effect of Waiver ARTICLE VII GENERAL ............. SectionT.l Notices........ Section 7.2 Binding Effect Severability Amendments, Changes, and Modifications ........ Execution Counterparts................. Limitation of Issuer's Liability Issuer's and Lender's Attomeys' Fees and Costs SectionT.S Release..... Section 7.9 Audit Expenses Section 7.10 Assignment by Issuer and Survivorship of Obligations Section 7.1 I Required Approvals Section 7.12 Nature of Borrower's Obligations..... EXHIBIT A FORM OF ANNUAL REPORT OF OUTSTANDING PzuNCIPAL AMOLINT Page ...20 ...20 ...21 ...22 ...22 ...22 ...22 Section 7.3 Section 7.4 Section 7.5 Section 7.6 Section 7.7 23 23 24 24 24 24 24 25 26 26 27 27 27 1 200570403v3 -l l- 86 LOAN AGREEMENT THIS LOAN AGREEMENT, dated as of July 1,2026 (the "Loan Agreement"), is made and entered into by and between the CITY OF FALCON HEIGHTS, MINNESOTA, a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State of Minnesota (the "lssuer"), and FAIRWAY COMMONS, LIMITED PARTNERSHIP, a Minnesota limited partnership (the "Borrower"). RECITALS WHEREAS, pursuant to and in accordance with the laws of the State of Minnesota, including without limitation Minnesota Statutes, Chapters 462C and 474A, as amended, the Issuer has determined to issue and sell its Multifamily Housing Revenue Note (Fairway Commons Project), Series 20268 (the "Serie s 20268 Note"), in the original principal amount of $and to loan the proceeds to be derived from the sale thereof to the Borrower to finance a portion of the acquisition, construction and equipping of an approximately I l0-unit age- restricted multifamily rental housing development and facilities functionally related and subordinate thereto, to be located at or about 1670 Larpenteur Avenue West, Falcon Heights, Minnesota (the "Project"); and WHEREAS, the Series 20268 Note will be purchased by U.S. Bank National Association, a national banking association (the "Series 20268 Lender"), and the Issuer will loan the proceeds of the Series 20268 Note (the "Loan") to the Borrower pursuant to this Loan Agreement; and WHEREAS, pursuant to an Assignment of Loan Agreement, dated as of July 1 ,2026 (the "Assignment of Loan Agreement"), executed by the Issuer in favor of the Series 20268 Lender, the Issuer will assign its right, title, and interest (except for certain reserved rights) in the Loan and this Loan Agreement to the Series 20268 Lender; and WHEREAS, the Borrower agrees to be absolutely and unconditionally obligated to repay the Loan together with interest thereon, at times and in amounts sufficient to pay when due the principal of and interest on the Series 20268 Note; and NOW THEREFORE, the Issuer and the Borrower, each in consideration of the representations, covenants and agreements of the other as set forth herein, mutually represent, covenant and agree as follows: (The remainder of this page is intentionally left blank.) 200570403v3 87 ARTICLE I DEF'INITIONS, EXHIBITS AND RULES OF INTERPRETATION Section LI Definitions. In this Loan Agreement, the following terms have the following respective meanings unless the context clearly requires otherwise: Act: together, Minnesota Statutes, Chapters 462C and 474A, as amended. Assienment of Capital Contributions: the Assignment of Partnership Interests, Capital Contributions and Credits, dated the Closing Date, by the Borrower, the General Partner, and the Special Limited Partner in favor of the Series 20268 Lender, as may be amended from time to time. Assisnment of Development Services Agreement: the Assignment of Development Services Agreement and Developer Subordination Agreement, dated the Closing Date, between the Developer and the Series 20268 Lender, as may be amended from time to time. Assignment of Loan Agreement: the Assignment of Loan Agreement, dated as of July 1, 2026,between the Issuer and the Series 20268 Lender, assigning the Issuer's interest in this Loan Agreement (except for the Reserved Rights) to the Series 20268 Lender to the extent provided therein, as may be amended from time to time. Bond Counsel: Taft Stettinius & Hollister LLP, or any other attorney at law or firm of attorneys of nationally-recognized standing in matters pertaining to the federal tax exemption of interest on bonds and other obligations issued by states and political subdivisions thereof, duly admitted to practice law before the highest court of any state of the United States of America. Borrower: Fairway Commons, Limited Partnership, a Minnesota limited partnership, its successors and assigns, and any surviving, resulting, or transferee business entity which may assume its obligations in accordance with the provisions of this Loan Agreement. Borrower Tax Certificate: the Tax Certificate of the Borrower, dated the Closing Date, executed and delivered by the Borrower and endorsed by the Issuer in connection with the issuance of the Notes. Buildine: the approximately llO-unit rental housing facility, related amenities and underground parking to be located at or about 1670 Larpenteur Avenue West in the City of Falcon Heights, Minnesota, to be constructed and equipped with the proceeds ofthe Notes and comprising a portion of the Improvements. Closine Date: July [10], 2026,which is the date there is physical delivery of the Series 20268 Note to the Series 20268 Lender. Code: the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. 2 200570403v3 88 ) Completion Guaranty: the Completion Guaranty Agreement, dated the Closing Date, by the Guarantors in favor of the Series 20268 Lender, as may be amended from time to time. Construction Costs: all direct costs authorized by the Act and paid or incurred by the Borrower to acquire the Land, construct the Building, and complete the Improvements, and acquire and install the Equipment, including but not limited to interest on the Series 20268 Note during construction, site preparation costs, architectural fees, professional fees, contractor's fees, financing costs and allcosts of labor, material, and services. Counsel: an attorney designated by or acceptable to the Series 20268 Lender, duly admitted to practice law before the highest court of any state; an attorney for the Borrower or the Issuer may be eligible for appointment as Counsel. Date of Taxability: this term shall have the meaning ascribed to it in Section 4.5(2) hereof. Determination of Taxability: this term shall have the meaning ascribed to it in Section 4.5(2) hereof. Environmental Indemnification Agreement: the Environmental Indemnification Agreement, dated the Closing Date, by the Borrower and the Guarantors in favor of the Series 20268 Lender, as may be amended from time to time. Equipment: any and all machinery, equipment, furniture, and other tangible personal property purchased or to be purchased by the Borrower with the proceeds of the Loan. Event of Default: any of the events described in Section 6.1 hereof. Extended Mandatory Tender Date: fJanuary 10,2029] General Partner: Falcon Heights Group LLC, a Minnesota limited liability company, and the general partner of the Borrower. Guarantors: collectively,Iay Weis, an individual, Erik Weis, an individual, and Minnesota Attainable Housing Corporation, a Minnesota nonprofit corporation. Improvements: the acquisition, construction, and equipping of the Building and any equipment or tangible personal property to be constructed or installed by the Borrower, in accordance with the Plans and Specifications approved by the Lenders. Initial Mandatory Tender Date: [July 10,20281. Investor Limited Partner: U.S. Bancorp Community Development Corporation, a Minnesota corporation, its permitted successors and/or assigns. Issuance Expenses: any and all costs and expenses relating to the issuance, sale, and delivery of the Series 20268 Note, including but not limited to any fees of the Series 20268 Lender, all fees and expenses of legal counsel, financial consultants, feasibility consultants, and J 200570403v3 89 accountants, any fee to be paid to the lssuer, the preparation and printing of the Related Documents, and all other expenses relating to the issuance, sale, and delivery of the Series 20268 Note and any other costs which are treated as "issuance costs" within the meaning of Section laTG) of the Code. Issuer: the City of Falcon Heights, Minnesota, a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State. Issuer Documents: collectively, the Series 20268 Note, this Loan Agreement, the Assignment of Loan Agreement, and the Regulatory Agreement. Land: the real property and any other easements and rights described in Exhibit A to the Regulatory Agreement. Lenders: collectively, the Series 2026A Lender and the Series 20268 Lender. Loan: the loan from the Issuer to the Borrower of the proceeds derived from the sale of the Series 20268 Note in accordance with the terms of this Loan Agreement, as described in Section 3.1 hereof. Loan Agreement: this Loan Agreement, dated as of July 1,2026, between the Issuer and the Borrower, as the same may from time to time be amended or supplemented as herein provided. Loan Purchase Agreement: the Bridge Loan Agreement, dated the Closing Date, between the Borrower and the Series 20268 Lender, as may be amended from time to time. Master Loan Disbursement Agreement: the Master Loan Disbursement Agreement, dated the Closing Date, between the Borrower, the Lenders, the Subordinate Lenders, and the Title Company, as may be amended from time to time. Maturity Date: [January 1, 2030] Note Resolution: the resolution adopted by the City Council of the Issuer on June 22,2026, authorizing the issuance of the Notes, together with any supplement or amendment thereto. Notes: collectively, the Series 2026{Notes and the Series 20268 Note. Partnership Agreement: the Amended and Restated Agreement of Limited Partnership, dated the Closing Date. Pavment Guaranty: the Payment Guaranty Agreement, dated the Closing Date, by the Guarantors in favor of the Series 20268 Lender, as may be amended from time to time. Plans and Specifications: the plans and specifications for the Improvements. Principal Balance: so much of the principal sum of the Series 20268 Note as from time to time remains unpaid. 4 200570403v3 90 Project: the Land, the Building, the Improvements, and the Equipment as they may at any time exist. Proiect Costs: the total of all Construction Costs and Issuance Expenses. Resulatory Agreement: the Regulatory Agreement, dated as of July 7,2026, among the Issuer, the Borrower, and the Lenders, relating to the Project, together with any amendments thereto. Related Documents: collectively, this Loan Agreement, the Assignment of Loan Agreement, the Loan Purchase Agreement, the Master Loan Disbursement Agreement, the Regulatory Agreement, the Series 20268 Note, the Security Documents, and all other documents relating to the Series 20268 Note or securing the Borrower's obligations under this Loan Agreement or the Loan Purchase Agreement. Reserved Rishts: those certain rights of the Issuer, and its officers, agents, and employees, hereunder, including but not limited to the rights of the Issuer set forth in Section 7.10 hereof; and under the other Related Documents to indemnification and to payment or reimbursement of fees and expenses of the Issuer and its officers, agents, and employees; its right to receive notices, reports, information, and other statements and to enforce notice and reporting requirements; its right to inspect and audit the books, records, and premises of the Borrower and the Project; its right to collect attorneys' fees and related expenses; its r.ight to specifically enforce the Borrower's covenant to comply with applicable federal tax law and State law (including the Act); and its right to give or withhold consent to amendments, changes, modifications, and alterations to the Related Documents. Security Documents: collectively, the Completion Guaranty, the Payment Guaranty, the Assignment of Capital Contributions, the Assignment of Development Services Agreement, and the Environmental Indemnification Agreement. Series 2026A Lender: Merchants Bank, National Association, a national banking association. Series 20264 Notes: together, the Series 2026A-1Note and the Series 20264-2 Note Series -l Note: the Multifamily Housing Revenue Note (Fairway Commons Project), Series 2026A-1, to be issued by the Issuer under the terms of the Note Resolution in the original principal amount of $ Series 20264-2 Note: the Multifamily Housing Revenue Note (Fairway Commons Project), Series 2026A-2, to be issued by the Issuer under the terms of the Note Resolution in the original principal amount of $ Series 20268 Lender: U.S. Bank National Association, a national banking association. 5 200570403v3 91 Series 20268 Note: the Multifamily Housing Revenue Note (Fairway Commons Project), Series 20268, to be issued by the lssuer under the terms of the Note Resolution in the original principal amount of Special Limited Partner: Falcon Heights SLP, LLC, a Minnesota limited liability company, the special limited partner of the Borrower. State: the State of Minnesota. Subordinate Lenders: Collectively, Ramsey County Housing and Redevelopment Authority, Minnesota Housing Finance Agency, and the City of Falcon Heights, Minnesota in their respective capacities as the lenders of certain subordinate loans to the Borrower for the Project. Subordination Aereement: the [Subordination Agreement], dated the Closing Date, between the Lenders, together with any amendments thereto. Taxable Bridge Loan: the bridge loan provided to the Borrower by the Series 20268 Lender in the principal amount of $, which is evidenced by the Bridge Loan Promissory Note (Taxable), dated the Closing Date. Title Company: First American Title Insurance Company, its successors and assigns Treasury Regulations: all proposed, temporary, or perrnanent federal income tax regulations then in effect and applicable to the Series 20268 Note. Section 1.2 Rules of Interpretation. (l) This Loan Agreement shall be interpreted in accordance with and governed by the laws of the State. (2) The words "herein" and "hereof' and words of similar import, without reference to any particular section or subdivision, refer to this Loan Agreement as a whole rather than to any particular section or subdivision hereof. (3) References herein to any particular section or subdivision hereof are to the section or subdivision of this instrument as originally executed. (4) Where the Borrower is permitted or required to do or accomplish any act or thing hereunder, the Borrower may cause the same to be done or accomplished with the same force and effect as if done or accomplished by the Borrower. (5) The Table of Contents and titles of articles and sections herein are for convenience only and are not a part of this Loan Agreement. (6) Unless the context hereof clearly requires otherwise, the singular shall include the plural and vice versa and the masculine shall include the feminine and vice versa. 6 200570403v3 92 -)(7) Articles, sections, subsections, and clauses mentioned by number only are those so numbered which are contained in this Loan Agreement. (8) References to the Series 20268 Note as ootax exempt" or to the "tax-exempt status of the Series 20268 Note" are to the exclusion of interest on the Series 20268 Note from gross income under Section 103(a) of the Code. (The remainder of this page is intentionally left blank.) 'l 7J 200570403v3 93 ARTICLE II REPRESENTATIONS Section 2.1 Representations by the Issqqt. The Issuer makes the following representations as the basis for its covenants herein: (l) The Issuer is a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State and is issuing the Series 20268 Note to finance Project Costs pursuant to the Act. (2) To the actual knowledge of the undersigned, without inquiry or investigation, there is no pending or threatened suit, action, or proceeding against the Issuer before any court, arbitrator, administrative agency, or other governmental authority that challenges the execution and delivery by the Issuer of the Issuer Documents. (3) To the actual knowledge of the undersigned, without inquiry or investigation, the execution and delivery of the Issuer Documents will not constitute a b4each of or default under any existing (a) provisions of any special legislative act relating to the establishment of the Issuer, or (b) agreement, indenture, mortgage, lease, or other instrument to which the Issuer is a party or by which it is bound. (4) No proceeding of the Issuer for the issuance, execution and delivery of the Series 20268 Note or the execution and delivery of the Issuer Documents, including but not limited to the Note Resolution, has been repealed, rescinded, amended, or revoked. (5) The Issuer has received an allocation of the annual volume cap of bonding authority under Section 146 of the Code in an amount sufficient to designate the entire aggregate face amount of the Series 20268 Note as an exempt facility bond to be issued to provide a qualified residential rental project, within the meaning of Section 142(d) of the Code, and the Issuer has allocated such volume cdp to the Series 20268 Note in an amount equal to the maximum principal amount of the Series 20268 Note. The Issuer makes no representation or warranty, express or implied, that the proceeds of the Notes will be sufficient to finance the acquisition, construction, and equipping of the Project or that the Project will be sufficient for the Borrower's intended purposes. Section 2.2 Representations by the Borrower. The Borrower makes the following representations as the basis for its covenants herein (l) The Borrower is a limited partnership duly organized under the laws of the State, is in good standing, is duly authorized and qualified to conduct its business in the State, has power to enter into the Related Documents to which it is a party and to use the Project for the purpose set forth in this Loan Agreement, and, by proper organizational action, has authorized the execution and delivery of the Related Documents to which it is a party. 8 200570403v3 94 (2) The execution and delivery of the Related Documents to which it is a party, the consummation of the transactions contemplated thereby, and the fulfillment of the terms and conditions hereof do not and shall not conflict with or result in a breach of any of the terms or conditions of the Borrower's organizational documents, any restriction or any agreement or instrument to which the Borrower is now a party or by which it is bound or to which any property of the Borrower is subject, and do not and shall not constitute a default under any of the foregoing or, to the best of the Borrower's knowledge, a violation of any order, decree, statute, rule or regulation of any court or of any state or federal regulatory body having jurisdiction over the Borrower or its properties, including the Project, and do not and shall not result in the creation or imposition of any.lien, charge, or encumbrance of any nature upon any of the property or assets of the Borrower contrary to the terms of any instrument or agreement to which the Borrower is a party or by which it is bound. (3) The design and plan of the Project constitute a multifamily rental housing development, as contemplated by the Act; and subject to the other provisions of this Loan Agreement, it is presently intended and reasonably expected that any Equipment purchased from the proceeds of the Series 20268 Note will be permanently located and exclusively used on the Land and that the Borrower shall operate the Project on the Land throughout the term of this Loan Agreement and the Qualified Project Period (as defined in the Regulatory Agreement) in the normal conduct of the Borrower's business. (4) The Notes are issued within the exemption provided under Section 142(d) of the Code with respect to qualified residential rental projects, and95Vo or more of the net proceeds of the Notes shall be used for expenditures chargeable to the capital account of the Project. (5) Not less than 100% of the apartment units in the Project shall be eligible for low income housing tax credits under Section 42 of the Code. (6) There is or will be public access to the Project. As of the Closing Date, the use of the Project as designed and proposed to be operated complies, in all material respects, with all presently applicable development, pollution control, and other laws, regulations, rules, and ordinances of the federal government and the State and the respective agencies thereof and the political subdivisions in whichthe Project is located. All necessary and material approvals of and licenses, permits, consents, and franchises from federal, state, county, municipal, or other governmental authorities having jurisdiction over the Project have been or shall be obtained to acquire, construct, install, and operate the Project, and the Borrower has obtained all necessary approvals to enter into, execute, and perform its obligations under the Related Documents. (7) The proceeds of the Series 20268 Note, together with any other funds to be contributed to the Project by the Borrower and the proceeds of other loans and grants, will be sufficient to pay the cost of completing the Project, and all costs and expenses incidental thereto, and the proceeds of the Series 20268 Note shall be used only for the purposes contemplated hereby and allowable under the Act. 9 200570403v3 95 (8) The Borrower is not in the trade or business of selling properties such as the Project and is undertaking the Project for investment purposes only or otherwise for use by the Borrower in its trade or business; therefore, the Borrower has no intention now or in the foreseeable future to voluntarily sell, surrender, or otherwise transfer, in whole or part, its interest in the Project, except by leases in the normal course of business. (9) There are no actions, suits, or proceedings pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any property of the Borrower in any court or before any federal, state, municipal, or other governmental agency which, if decided adversely to the Borrower, would have a material adverse effect upon the Borrower or upon the business or properties of the Borrower; and the Borrower is not in default with respect to any order of any court or govemmental agency. (10) The Borrower is not in default in the payment of the principal of or interest on any indebtedness for borrowed money nor in default under any instrument or agreement under and subject to which any indebtedness for borrowed money has been issued. (l l) The Borrower has filed all federal and state income tax returns which, to the knowledge of the Borrower, are required to be filed and has paid all taxes shown on said returns and all assessments and governmental charges received by it to the extent that they have become due. (12) No public official of the Issuer has either a direct or indirect financial interest in this Loan Agreement nor shall any public official either directly or indirectly benefit financially from this Loan Agreement within the meaning of Minnesota Statutes, Sections 412.311 and 471.87, as amended. (13) Other than the Series 2026A Notes, no other obligations have been or will be issued under Section 103 of the Code which are sold at substantially the same time as the Series 20268 Note, under the same plan of financing, which are reasonably expected to be paid out of substantially the same source of funds as the Series 20268 Note. ( I 4) 1 00% of the proceeds of the Serie s 20268 Note will be used to pay for costs includibleinthebasisoftheLandandtheBuilding. (15) The Borrower reasonably expects that 100% of the proceeds of the Series 20268 Note will be advanced within three years of the date that the Series 20268 Note is issued. (The remainder of this page is intentionally left blank.) / 200570403v3 l0 96 ARTICLE III LOAN TO THE BORROWER Section 3.1 Amount and Source of Loan. The Issuer has authorized the issuance of the Series 20268 Note and the making of the Loan of the proceeds thereof to the Borrower to finance the Project Costs. The Issuer agrees to lend to the Borrower, upon the terms and conditions set forth herein, the proceeds of the Series 20268 Note by causing such sums to be advanced to the Borrower upon satisfaction of all terms and conditions set forth herein and in the Related Documents. Section 3.2 Disbursement of the Loan. [n accordance with this Loan Agreement, the Master Loan Disbursement Agreement, and the Act, the Issuer hereby authorizes the Borrower to provide directly for the financing of the Project in such manner as determined by the Borrower and hereby authorizes the Series 20268 Lenderto advance the proceeds ofthe Series 20268 Note in accordance with the provisions of the Related Documents. Section 3.3 Repayment of the Loan. Subject to the prepayment provisions set forth in the Series 20268 Note, the Borrower agrees to repay the Loan by making all payments of principal, interest, redemption price and any premium, penalty, or other charge that are required to be made by the Issuer under the Series 20268 Note at the times and in the amounts provided therein. All payments shall be made directly to the Series 20268 Lender for the account of the Issuer. The Borrower shall also pay the fees and expenses of the Issuer, including but not limited to the Issuer's administrative fee and the fees and expenses of the Issuer's counsel in connection with the issuance of the Series 20268 Note. Not later than [March 3 1] of each year commencing [March 3 1, 20271, the Borrower shall provide a statement, in substantially the form attached as Exhibit A, to the Issuer of the principal amount of the Series 20268 Note outstanding on December 31 of the preceding calendar year, which the Issuer shall be entitled to rely on for all purposes, including completion of the Issuer's audited financial statements. Section 3.4 Borrower's Oblisations Unconditional. All payments required of the Borrower hereunder shall be paid without notice or demand and without setoff, counterclaim, abatement, deduction, or defense. The Borrower shall not suspend or discontinue any payments, and shall perform and observe all of its other agreements in this Loan Agreement, and, except as expressly permitted herein, shall not terminate this Loan Agreement for any cause, including but not limited to any acts or circumstances that may constitute failure of consideration, destruction or damage to the Project, eviction by paramount title, commercial frustration of purpose, bankruptcy or insolvency of the Issuer or the Series 20268 Lender, change in the tax or other laws or administrative rulings or actions of the United States of America or of the State or any political subdivision thereof, or failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability, or obligation arising out of or connected with this Loan Agreement. 200570403v3 ll 97 rJ Section 3.5 Borrower's Remedies. Nothing contained in this Article shall be construed to release the Issuer from the performance of any of its agreements in this Loan Agreement. Section 3.6 Issuer's Administrative Fee. The Borrower agrees to pay the Issuer the fees and expenses that the Issuer requires for the issuance ofbonds as a conduit issuer ofany tax-exempt bonds, which shall be payable by the Borrower on the Closing Date. The Issuer's administrative fee is equal to one quarter of one percent (0.25%) ($t l) of the principal amount of the Series 2026B Note. (The remainder of this page is intentionally left blank.) ) -J 2005'70403v3 t2 98 ARTICLE IV BORROWER'S COVENANTS Section 4. 1 Financial Reportins. The Borrower shall deliver to the Series 20268 Lender the financial information of the Borrower upon such terms and conditions as are imposed by the terms of the Loan Purchase Agreement. Section 4.2 Indemnit-v. The Borrower shall, to the extent permitted by law, pay and shall protect, indemnifl, and save the Issuer, its officers, agents, and employees harmless from and against all liabilities, losses, damages, costs, expenses (including attorneys' fees and expenses), causes of action, suits, claims, demands, and judgments of any nature (collectively, o'Losses") arising from: (l) any injury to or death of any person or damage to property in or upon the Project or growing out of or connected with the use, non-use, condition, or occupancy of the Project or any part thereof, except by the willful misconduct of the Issuer, its officers, agents, and employees; (2) violation of any agreement or condition of this Loan Agreement except by the Issuer; (3) violation of any contract, agreement, or restriction by the Borrower relating to the Project; (4) violation of any law, ordinance, or regulation affecting the Project or a part thereof or the ownership, occupancy, or use thereof by the Borrower or arising out of this Loan Agreement, the Series 20268 Note, the Related Documents, or the transactions contemplated thereby, including any requirements imposed on the Series 20268 Lender as a financial institution or any disclosure or registration requirements imposed by any federal or state securities laws; and (5) any statement or information relating to the expenditure of the proceeds of the Series 20268 Note contained in the Borrower Tax Certificate or similar document furnished by the Borrower to the Issuer which, at the time made, is misleading, untrue, or incorrect in any material respect. Section 4.3 Governmental The Borrower shall furnish to agencies of the State, including but not limited to the Minnesota Housing Finance Agency, such periodic reports or statements as are required under the Act or as they may otherwise reasonably require of the Issuer or the Borrower throughout the term of this Loan Agreement in connection with the transaction contemplated herein; provided, however, the Issuer shall promptly notify the Borrower of any reports or statements being required by agencies ofthe State of which the Issuer has received notice to allow the Borrower a reasonable and adequate amount of time to prepare and submit any such reports or statements. Copies of such reports shall be provided, upon request, to the Issuer and, upon request, to the Series 20268 Lender. 200570403v3 13 99 Section 4.4 Security for the Loan. As additional security for the Loan, and to induce the Issuer to issue and deliver the Series 20268 Note and the Series 20268 Lender to purchase the Series 20268 Note, the Borrower agrees to execute and deliver the Related Documents and such other documents reasonably requested by the Issuer, the Series 20268 Lender, or Counsel, in such places and in such manner as the Issuer, the Series 20268 Lender, or Counsel deems necessary or desirable to perfect or protect the security interest of the Series 20268 Lender in and to the Project and other collateral referred to in such documents; provided that no such instruments or acts shall change the economic terms of the transactions described herein or expand the liabilities of the parties hereunder without the consent of all the parties hereto. The Issuer shall have no responsibility forthe filing, perfection, or continuation of any security interest created hereunder or under the Related Documents. Section 4.5 Preservation of Tax Exemption. (l) In order to ensure that interest on the Series 20268 Note shall at all times be excludable from gross income for federal income tax purposes, the Borrower represents, warrants, and covenants with the Issuer and the Series 20268 Lender that it shall comply with applicable provisions of Section 103 and Sections 141 through 150 of the Code and applicable Treasury Regulations promulgated thereunder as follows: (a) The Borrower shall have acquired title to the Land on or before the date ofdelivery ofthe Series 20268 Note and no more than25%o ofthe net proceeds of the Notes shall be allocated to the acquisition of the Land; the Project shall continue to be owned and operated by the Borrower, except as provided in Section 4.6 hereof, and in no event shall the Project be managed in a manner that would cause interest on the Notes to be includable in gross income for federal income tax purposes. (b) The Borrower shall fulfill all continuing conditions specified in Section 142 of the Code and Section 1.103-8(b) of the Treasury Regulations applicable thereunder, to qualify the Notes as "exempt facility bonds" issued to provide a "qualified residential rental project" thereunder and to qualify the Project as a "qualified residential rental project" thereunder. The Borrower shall fulfill its obligations under the Regulatory Agreement. (c) At least 95o/o of the net proceeds of the Notes shall be used to finance costs properly chargeable to the capital account of a "qualified residential rental project," and functionally related and subordinate property thereto, within the meaning of Section 142(d) of the Code. (d) The Borrower understands that the Code imposes a penalty for failure to file with the Secretary of the Treasury an annual certification of compliance with low income occupancy requirements (currently under an Annual Certification of a Residential Rental Project, Form 8703 (Rev. December 2021)), and if the requirements for a "qualified residential rental project" are not met, the Code does not allow deduction for interest paid on the Notes which accrues during t4 200570403v3 100 the period beginning on the first day of the taxable year in which the Project ceases to meet such requirements and ending on the date the Project again meets such requirements. (e) The Series 20268 Lender is a "related person" to the Borrower (within the meaning of Section Ua@)Q) of the Code) during the period in which the Series 20268 Lender holds the Series 20268 Note. As set forth in the Borrower Tax Certificate, to the extent that the Issuer's fee or any other fee in connection with the Notes otherwise would cause the yield on the Loan to exceed the yield on the Notes by more than one-eighth of one percentage point, the Issuer will return such payments to the Borrower or make appropriate "yield reduction payments," unless the Issuer has received an opinion of Bond Counsel to the effect that retention by the Issuer of the full amount of its fees will not adversely affect the exclusion of interest on the Notes from gross income under Section 1 03 of the Code. (f) The Borrower has not paid or incurred any costs to be reimbursed from proceeds of the Notes before the date 60 days before December 10,2025,the date of adoption by the Issuer of a written declaration of official intent which complies with the provisions of Section 1.150-2(d) and (e) of the Treasury Regulations, except for "preliminary expenditures" (within the meaning of Section 1.150-2(f)(2)) of the Treasury Regulations for the Project, including engineering or architectural expenses and similar preparatory expenses, which in the aggregate do not exceed 20%o of the aggregate 'oissue price" of the Notes, or expenditures in the de minimis amount of $100,000 (as defined in Section 1.150-2(fXl) of the Treasury Regulations). (g) The weighted average maturity of the Notes shall not exceed the reasonably expected economic life of the Project by more than20o/o, allwithin the meaning of Section 147(b) of the Code. ' (h) No portion of the proceeds of the Notes shall be used to provide any airplane, skybox or other private luxury box, any facility primarily used for gambling, or a store, the principal business of which is the sale of alcoholic beverages for consumption off premises. (i) Any Issuance Expenses financed by the Notes shall not exceed 2Yo of the proceeds of the Notes. (j) The Borrower shall not use the proceeds of the Notes in such a manner as to cause any of the Notes to be "arbitrage bonds" within the meaning of Section 148 of the Code. (k) The Borrower, on behalf of the Issuer, shall pay to the United States, as a rebate, an amount equal to the sum of (A) the excess of (i) the aggregate amount earned on all nonpurpose investments (other than investments attributable to an excess described in this clause), over (ii) the amount which would have been earned l5 200570403v3 101 if all nonpurpose investments were invested atarate equal to the yield on the Notes, plus (B) any income attributable to the excess described in clause (A), at the times and in the amounts required by Section 148(f) of the Code and applicable Treasury Regulations, all within the meaning of Section 148(0 of the Code and applicable Treasury Regulations. The Borrower shall maintain records of the interest rates borne by the Notes and earnings thereon in adequate detail to enable the Borrower to calculate the amount of any rebate required to'be made to the United States at times and in installments which satisff Section 148(f) of the Code and applicable Treasury Regulations, at least once every 5 years and within 60 days after the day on which the Notes is paid in full. Calculations of the amount to be rebated shall be made at least once every 5 years (or at such other times as may be required by Section 148(f) of the Code and applicable Treasury Regulations) and the Series 20268 Lender and the Issuer shall be furnished with such calculations within 60 days of the time they are made. [f the Series 20268 Lender and Issuer are not furnished with such calculations, the Series 20268 Lender or Issuer may undertake to have such calculations made at the expense of the Borrower. Such calculations shall be retained until 6 years after the Notes are paid in full. The rebate shall be calculated as provided in Section 148(f) of the Code and Treasury Regulations, Sections 1.148-0 through 1.148-9, including taking into account the gain or loss on the disposition of nonpurpose investments. The Borrower shall acquire, and shall cause the Series 20268 Lender to acquire, all nonpurpose investments at their fair market value in arm's length transactions. (l) The Borrower has not leased, sold, assigned, granted, or conveyed and shall not lease, sell, assign, grant, or convey all or any portion ofthe Project or any interest therein to the United States, or any agency or instrumentality thereof, within the meaning of Section 149(b) of the Code. (m) (m) Other than the Series 2026A Notes, no other obligations have been or shall be issued under Section 103 of the Code which are sold at substantially the same time as the Series 20268 Note under a common plan of marketing and at substantially the same rate of interest as the Series 20268 Note and which are payable in whole or part by the Borrower or otherwise have with the Series 20268 Note any common or pooled security for the payment of debt service thereon, or which are otherwise treated as the same o'issue of obligations" as the Series 20268 Note under Section 1.150-(l)(c)(l) of the Treasury Regulations. (n) The Borrower shall observe the requirements of this Loan Agreement with respect to the obligations imposed by applicable provisions of the Code and the representations, warranties, covenants, and requirements of the Borrower Tax Certificate. (o) No proceeds of the Notes shall be invested in investments which cause the Notes to be federally guaranteed within the meaning of Section 149(b) of the Code. 200570403v3 l6 102 (p) The Borrower shall not otherwise use the proceeds of the Notes, or take or fail to take any action, the effect of which would be to impair the exclusion of interest on the Series 20268 Note from gross income for federal income tax purposes. (2) For the purpose of this Section, a "Determination of Taxability" shall mean the issuance of a statutory notice of deficiency by the Internal Revenue Service, or a ruling of the National Office or any District Office of the Internal Revenue Service, or a final decision of a court of competent jurisdiction, or a change in any applicable federal statute, which holds or provides in effect that the interest payable on the Series 20268 Note is included, for federal income tax purposes under Section 103 of the Code, in the gross income ofthe Series 20268 Lender or any other holder or prior holder of such Series 20268 Note (other than interest on the Series 20268 Note for any period that the Series 20268 Note is held by a "substantial user" of any facility financed with the proceeds of the Series 20268 Note or a "related person" as each term is used in Section 147(a) of the Code), if the period, if any, for contest or appeal of such action, ruling, or decision by the Borrower or Series 20268 Lender or any other interested party has expired without any such contest or appeal having been properly instituted by the Series 20268 Lender, the Borrower, or any other interested party. The expenses of any such contest shall be paid by the party initiating the contest, and neither the Series 20268 Lender nor the Borrower shall be required to contest or appeal any Determination of Taxability. The 'oDate of Taxability" shall mean that point in time, as specified in the determination, ruling, order, or decision, that the interest payable on the Series 20268 Note becomes included in the gross income of the Series 20268 Lender or any other holder or prior holder of such Series 20268 Note, as the case may be, for federal income tax purposes. (3) If the Series 20268 Lender receives notice of a "Determination of Taxability" with respect to such Series 20268 Note and delivers to the Borrower a copy of that notice, the rate of interest on such Series 20268 Note shall be automatically adjusted and additionalcharges shall be paid as provided in the Series 20268 Note and in the Loan Purchase Agreement, and the Borrower shall be obligated to pay the same as provided in Section 3.4 hereof. (4) If the Borrower becomes aware of a Determination of Taxability it shall promptly give notice of such Determination of Taxability to the Issuer and the Series 20268 Lender. Section 4.6 Lease or Sale of Proiect. Except as permitted under the terms of the Loan Purchase Agreement, the Borrower shall not lease, sell, convey, or otherwise transfer the Project, in whole or part, without first securing the written consent of the Series 20268 Lender; provided that in no event shall any lease, transfer, assignment, or sale be permitted if the effect thereof would be to cause the Series 20268 Note to be deemed issued in violation of any requirement under Section ru2@) of the Code and the Treasury Regulations promulgated thereunder, that substantially all of the net proceeds of the Series 20268 Note be used to provide a qualified residential rental project, or under the Act that no portion of the Project to be financed from proceeds of the Series 20268 Note be acquired in whole or part for sale, nor shall any such 17 200570403v3 103 I transaction be permitted if the effect thereof would otherwise be to impair the validity or the tax-exempt status of the Series 20268 Note, norshall any such transaction releasethe Borrower of any of its obligations under this Loan Agreement. The Borrower shall promptly notify the Issuer and the Series 20268 Lender of any such sale, transfer, assignment, or lease. Nothing contained in this Section shall prohibit the Borrower from (l) entering into leases with residential tenants for occupancy of the Building in the ordinary course of business; or (2) entering into easement or other agreements necessary for the operation of the Project. Any transfer of any interest in the Borrower shall be subject to the requirements set forth in Section 7.1 of the Loan Purchase Agreement. Section 4.7 Project Operation and Maintenance Expenses. The Borrower shall pay all expenses of the operation and maintenance of the Project, including without limitation adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, all in conforrnance with the provisions of the Loan Purchase Agreement. Section 4.8 Notification of Chanees. The Bonower covenants and agrees that it shall promptly notify the Issuer and the Series 20268 Lender of: (l ) any litigation which might materially and adversely affect the Borrower and any of its properties;and (2) the occurrence of any Event of Default under this Loan Agreement, the occurrence of any "Event of Default" under the Related Documents or any other loan agreement, debenture, note, purchase agreement, or other agreement providing for the borrowing of money by the Borrower or the occurrence of any event of which the Borrower has knowledge and which, with the passage of time or giving of notice, or both, would constitute an Event of Default under this Loan Agreement or an "Event of Default" under the Related Documents or such other agreements. Section 4.9 Maintenance of Facility as Oualified Residential Rental Proiect. The Borrower covenants that following its acquisition, construction, and equipping of the Project and subject to the provisions of any recorded document amending, terminating, or deleting such covenants, the Project is to be owned, operated, and managed as a "qualified residential rental project" within the meaning of Section 142(d) of the Code. To that end, the Borrower further represents, covenants, and agrees that it shall fulfill its obligations under the Regulatory Agreement. (The remainder of this page is intentionally left blank.) 200570403v3 l8 104 ARTICLE V PREPAYMENT OF LOAN The Borrower may,at its oPtion, PrePaY Section 5.1 the Loan,in whole or in Part, bY PrePaY ing a like amount of the PrinciPal Balance ofthe Series 20268 Note, but onlY in the manner, at the times, at the Price,and under the conditions provided in the Series 20268 Note and in the Loan Purchase Agreement;provided,however,that such optional redemPtion shalI in no event occur before the Project has been Placed in service without the consent of the Investor Limited Partner This Loan Section 5'2 terminate and anY and all obligations of the Borrower and the Agreement shall, by its terms, satisfied, at such time as (t) no PrinciPal Balance on the Guarantors hereunder will be deemed Series 20268Note remains outstanding;(2) anY obligation ofthe Series 20268 Lender to advance under this Loan Agreemen t, the Series 20268 Note,the Loan Purchase Agreement or the funds satisfactory to the Series 20268 Lender and Related Documents has exPired; and (3)arrangements the Issuer have been made for under the Related Documents' the prePaYment or discharge ofall other accrued liabilities, if anY, The Series 20268 Note is Section 5'3 subject to mandatorY Purchase at the oPtion of the Series 20268 Lender on the Initial Mandatory Tender Date, Pursuant to the terms ofthe Series 2026BNote and Section 2 10 ofthe Loan Purchase Agreement,subject to extension to the Extended MandatorY Tender Date,as set forth in Section 2.08 of the Loan Purchase Agreement (The remainder of this page is intentionally left blank') 200570403v3 19 105 ARTICLE VI EVENTS OF DEFAULT AND REMEDIES Section 6.1 Events of Default. Any one or more of the following events continuing beyond any applicable cure period is an Event of Default under this Loan Agreement: (l) If the Borrower shall fail to make any payments required underthis Loan Agreement or the Series 20268 Note on or before the date that payment is due. (2) If the Borrower shall fail to observe and perform any other covenant, condition, or agreement on its part under this Loan Agreement for a period of 30 days after written notice (a "Default Notice"), specifring such default and requesting that it be remedied, given to the Borrower by the Issuer or the Series 20268 Lender, or for such longer period as may be reasonably necessary to remedy such default provided that the Borrower is proceeding with reasonable diligence to remedy the same, but not exceeding 60 days after the Default Notice is given, unless the Series 20268 Lender shall agree in writing to an extension of such time prior to its expiration. (3) If the Borrower shall file a petition in bankruptcy or for reorganization or for an arrangement under any present or future federal bankruptcy act or under any similar federal or state law, shall consent to the entry of an order for relief under any present or future federal bankruptcy act or under any similar federal or state law, or shall make an assignment for the benefit of its creditors or shall admit in writing its inability to pay its debts generally as they become due, or if a petition or answer proposing the entry of an order for reliefofthe Borrower under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within 60 days after the filing thereof, or a receiver, trustee, or liquidator of the Borrower of all or substantially all of the assets of the Borrower, or of the Project, shall be appointed in any proceeding brought against the Borrower and shall not be discharged within 60 days after such appointment or if the Borrower shall consent to or acquiesce in such appointment, or if the estate or interest of the Borrower in the Project or a part thereofshall be levied upon or attached in any proceeding and such process shall not be vacated or discharged within 60 days after such levy or attachment. (4) If the Partnership Agreement of the Borrower shall expire or be annulled; or if the Partnership Agreement of the Borrower shall be amended or modified in a manner that may adversely impact the rights of the Issuer or Lender under the Related Documents without the consent of the Series 20268 Lender, which shall not be unreasonably withheld, conditioned, or delayed; or if the Borrower shall be dissolved or liquidated or shall be merged with or is acquired by another business entity. Notwithstanding the foregoing, non- material amendments to the Partnership Agreement, including amendments to effectuate permitted transfers, shall not constitute an Event of Default hereunder and shall not require the consent of the Series 20268 Lender. Any transfers shall be subject to the terms of Section 6.10 of the Loan Purchase Agreement. 200570403v3 20 106 (5) If any representation or wananty made by the Borrower herein, or by an officer or representative of the Borrower in any document or certificate furnished to the Series 20268 Lender or the Issuer in connection herewith or therewith or under the terms hereto or thereto, shall prove at any time to be, in any material respect, incorrect or misleading as of the date made, and is not cured within 60 days after a Default Notice, specifying such default and requesting that it be remedied, has been given to the Borrower bythe Issuerorthe Series 20268 Lender. (6) If the Borrower shall default or fail to perform any covenant, condition, or agreement on its part under any of the Related Documents or any other security document securing the Series 20268 Note, and such failure continues beyond the period, if any, set forth in such documents during which the Borrower may cure the default, or if an "Event of Default" occurs under any of the Related Documents. If any inconsistency exists between the foregoing Events of Default and the Events of Default defined in the Loan Purchase Agreement, the terms of the Loan Purchase Agreement shall control. Any partner of the Borrower shall have the right, but not the obligation, to cure any default under this Loan Agreement within the same cure period afforded to the Borrower to cure such default. In addition, the Issuer agrees to accept cures tendered by any such partner on behalf of the Borrower. Section 6.2 Remedies. Whenever any Event of Default referred to in Section 6.1 hereof shall have happened, any one or more of the following remedial steps to the extent permitted by law may be taken by the lssuer with the prior written consent of the Series 20268 Lender (except the Reserved Rights, including the rights arising under the sections listed in Section 7.10 hereof, shall not require such consent in order to be exercised by the Issuer) or by the Series 20268 Lender itself: (l) The Issuer, upon written direction of the Series 20268 Lender, or the Series 20268 Lender may declare all installments of the Loan (being an amount equal to that necessary to pay in full the Principal Balance plus accrued interest thereon and any premium due thereunder of the Series 20268 Note assuming acceleration of the Series 20268 Note under the terms thereof and to pay all other indebtedness thereunder) to be immediately due and payable, whereupon the same shall become immediately due and payable by the Borrower; or (2) The Series 20268 Lender may exercise all of its rights and remedies under the Related Documents; or (3) The Issuer, upon written direction of the Series 20268 Lender (except that no direction shall be required in connection with the Reserved Rights), or the Series 20268 Lender (in either case at no expense to the Issuer) may take whatever action at law or in equity may appear necessary or appropriate to collect the amounts then due and thereafter to become due under this Loan Agreement, or to enforce performance and observance of any obligation, agreement, or covenant of the Borrower under this Loan Agreement; provided that the Issuer will not be obligated to take any action until, at the option of the 2t 200570403v3 107 lssuer, the Issuer has received assurance satisfactory to the Issuer that the Issuer will be reimbursed for its expenses incurred or to be incurred in connection with taking such action and indemnified against any liability relating thereto. In addition, the Series 20268 Lender will have such remedies as are provided in the Assignment of Loan Agreement upon an Event of Default under this Loan Agreement. Section 6.3 Disposition of Funds. Notwithstanding anything to the contrary contained in this Loan Agreement, any amounts collected, up to the amounts due, in accordance with any action taken under Section 6.2 hereof, except for any amounts collected solely for the benefit of the lssuer pursuant to its Reserved Rights, shall, after deducting all expenses incurred in collecting the same, be applied as a prepayment of the Series 20268 Note in accordance with Section 5.1 hereof. Section 6.4 Manner of Exercise. No remedy herein conferred upon or reserved to the Issuer or the Series 20268 Lender 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 Loan Agreement or now or hereafter existing at law or in equity by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer or the Series 20268 Lender to exercise any remedy reserved to either of them in this Article, it shall not be necessary to give any notice, other than such notice as may be herein expressly required. Section 6.5 Attorneys' Fees and Expenses. In the event the Borrower should default under any of the provisions of this Loan Agreement and the Issuer or the Series 20268 Lender 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 shall on demand pay to the Issuer or the Series 20268 Lender the fees of such attorneys and such other expenses so incurred. Section 6.6 Effect of Waiver. In the event any agreement contained in this Loan Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. (The remainder of this page is intentionally left blank.) 200570403v3 22 108 ARTICLE VII GENERAL Section 7.1 Notices. All notices, certificates, or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by certified or registered mail, postage prepaid, with proper address as indicated below. The Issuer, the Borrower, and the Series 20268 Lender may, by ten (10) days' advance written notice given by each to the others, designate any address or addresses to which notices, certificates, or other communications to them shall be sent when required as contemplated by this Loan Agreement. Until otherwise provided by the respective parties, all notices, certificates, and communications to each of them shall be addressed as follows: To the Issuer:City of Falcon Heights, Minnesota Falcon Heights City Hall 2077 Larpenteur Avenue W Falcon Heights, MN 551 l3-555 I Attn: City Administrator With a copy to:Taft Stettinius & Hollister LLP 2200 IDS Center 80 South 8th Street Minneapolis, MN 55402 Attn: Rhonda M. Skoby To the Borrower:Fairway Commons, Limited Partnership Excelsior Boulevard, Suite 500 Minneapolis, MN 55416 Attn: Chief Manager With copies to Winthrop & Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 Attn: Shawn Alexander, Esq. U.S. Bancorp Community Development Corporation 505 North Seventh Street, 1Oth Floor Mail Code: SL MO T10F St. Louis, MO 63101 USB Project No.: 36269 Attn: Director of LIHTC Asset Management Applegate & Thorne Thomsen, P.C. 425 South Financial Place, Suite 1900 Chicago, IL 60605 23 200570403v3 109 Attention: Connie Reiniger (which copies shall not constitute notice to the Borrower) To the Series 20268 Lender U.S. Bank National Association c/o U.S. Bancorp Community Development Corporation 505 North Seventh Street, lOth Floor Mail Code: SL MO T10F St. Louis, MO 63101 USB Project No.: 36269 Attn: Director of LIHTC Asset Management With a copy to:Kutak Rock LLP 1650 Farnam Street Omaha, NE 68102 Attn: Wesley Goranson Emai I : wes.goranson@kutakrock.com Telephone: (402) 346-6000 Section 7.2 Binding Effect. This Loan Agreement shall inure to the benefit of and shall be binding upon the Issuer and the Borrower and their respective successors and assigns. Section 7.3 Severability. In the event any provision of this Loan Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 7.4 Amendments" Chanqes. and Modifications. Except as otherwise provided in this Loan Agreement or in the Note Resolution, subsequent to the initial issuance of the Series 20268 Note and before the Series 20268 Note is satisfied and discharged in accordance with their respective terms, this Loan Agreement may not be effectively amended, changed, modified, altered, or terminated without the written consent of the Series 20268 Lender and the lssuer. At any time that the Borrower and the Series 20268 Lender determine to materially change the repayment terms of the Series 20268 Note set forth in the Loan Purchase Agreement including but not limited to any changes related to the extension of principal and interest payments, changes in interest rates, or changes in security for the Series 20268 Note, the Borrower shall notify the Issuer and Bond Counsel prior to making such change so that a determination can be made, at Borrower's sole expense, regarding the impact of such change on the tax-exempt status of the Series 20268 Note and whether action on the part of the Issuer is needed to maintain the tax-exempt nature of the interest on the Series 20268 Note. Section 7.5 Execution Counterparts. This Loan Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 7.6 Limitation of Issuer's Liability. No covenant, provision or agreement of the Issuer herein or in the Series 20268 Note or in any other document executed by the Issuer (or any other party) in connection with the issuance, sale and delivery of the Series 20268 Note, or any 24 200570403v3 110 obligation herein or therein imposed upon the Issuer or respecting the breach thereof, shall give rise to a pecuniary liability of the Issuer or its officers, employees or agents, or a charge against the Issuer's general credit or taxing powers or shall obligate the Issuer or its officers, employees or agents, financially in any way except with respect to this Loan Agreement and the application of revenues therefrom and the proceeds of the Series20269 Note. The Series 20268 Note shallbe and constitutes only a special and limited revenue obligation of the Issuer, payable solely from the revenues pledged to the payment thereof pursuant to this Loan Agreement and the Assignment of Loan Agreement (except any payments due to the Issuer pursuant to its Reserved Rights) and not from any other revenues, funds, or assets of the Issuer. The Series 20268 Note does not now and shall never constitute an indebtedness, a general or moral obligation or a loan of the credit of the Issuer, the State or any political subdivision thereof or a lien, charge or encumbrance, legal or equitable, against the Issuer's general credit ortaxing powers or any of the Issuer's property. No failure of the Issuer to comply with any term, condition, covenant or agreement herein or therein shall subject the Issuer, its officers, employees or agents, to liability for any claim for damages, costs or other financial or pecuniary charges except to the extent that the same can be paid or recovered from this Loan Agreement or revenues therefrom. No execution on any claim, demand, cause of action orjudgment shall be levied upon or collected from the general credit, general funds or taxing powers of the Issuer. In making the agreements, provisions and covenants set forth herein, the Issuer has not obligated itself except with respect to this Loan Agreement and the application of revenues hereunder as hereinabove provided. It is further understood and agreed by the Borrower and the Series 20268 Lender that the Issuer and its officers, employees or agents shall incur no pecuniary liability hereunder and shall not be liable for any expenses related hereto, including administrative expensel and the fees and disbursement of the Issuer's attorney, Bond Counsel, and fiscal consultant retained in connection therewith, all of which the Borrower agrees to pay. If notwithstanding the provisions of this Section, the Issuer or its officers, employees or agents incur any expense, or suffer any losses, claims or damages or incur any liabilities arising out of or relating to the transaction contemplated by this Loan Agreement and the Related Documents, other than as a result of the willful misconduct of such indemnitee, the Borrower will indemnifr and hold harmless the Issuer, its officers, employees or agents from the same and will reimburse the Issuer and its officers, employees or agents for any legal or other expenses incurred by the Issuer and its officers, employees or agents in relation thereto. This covenant to indemnifu, hold harmless and reimburse the Issuer and its officers, employees or agents shall survive delivery of and payment for the Series 20268 Note and expiration or termination of this Loan Agreement. The liability of the Issuer is further restricted as provided in the Act. Section 7.7 Issuer's and Lender's A s 'Fees and Costs-If, notwithstanding the provisions of Section 7.6 hereof with respect to the Issuer, the Issuer or the Series 20268 Lender incurs any expense, or suffers any losses, claims, or damages, or incurs any liabilities in connection with the transaction contemplated by this Loan Agreement, the Borrower shall indemnify and hold harmless the Issuer and the Series 20268 Lender from the same and shall reimburse the Issuer and the Series 20268 Lender for any legal or other expenses incurred by the Issuer and the Series 20268 Lender in relation thereto; provided, however, that the Borrower shall not be responsible for such losses arising from the willful misconduct of the Issuer or the Series 20268 Lender. The Borrower shall also reimburse the Issuer and the Series 20268 Lender for all other costs and expenses including, without limitation, attorneys' fees paid or incurred by the Issuer and the Series 200570403v3 25 111 20268 Lender in connection with (1) the discussion, negotiation, preparation, approval, execution, delivery, interpretation, and performance of the Related Documents and the documents and instruments related hereto or thereto; (2) any amendments or modifications hereto or to the Series 20268 Note and the Related Documents and any document, instrument, or agreement related hereto or thereto, and the discussion, negotiation, preparation, approval, execution, delivery, interpretation, and performance of any and all documents necessary or desirable to effect such amendments or modifications; (3) the servicing and administration of the Loan during the term of such Loan or thereafter; and(4) the enforcement by the Issuer or the Series 20268 Lender during the term hereof or thereafter of any of the rights or remedies of the Issuer or the Series 20268 Lender hereunder or under the Series 20268 Note and the Related Documents or any document, instrument, or agreement related hereto or thereto, including without limitation costs and expenses of collection in the Event of Default, whether or not suit is filed with respect thereto. Section 7.8 Release. The Bomower hereby acknowledges and agrees that the Issuer shall not be liable to the Borrower, and hereby releases and discharges the Issuer from any liability, for any and all losses, costs, expenses (including attorneys' fees), damages, judgments, claims, and causes of action paid, incurred, or sustained by the Borrower as a result of or relating to any action, or failure or refusal to act, on the part of the Series 20268 Lender with respect to this Loan Agreement or the documents and transactions felated hereto or contemplated hereby including, without limitation, the exercise by the Series 20268 Lender of any of its rights or remedies under Article VI hereof, the Series 20268 Note, and the Related Documents or any collateral security documents. Section 7.9 Audit Expenses. The Borrower agrees to pay any costs incurred by the Issuer in connection with any audit, investigation, information request, or inquiry of any type, random or otherwise, by the Internal Revenue Service, the U.S. Securities and Exchange Commission, the Minnesota Department of Revenue, the Office of the State Auditor, the Municipal Securities Rulemaking Board, or any other governmental entity with respect to the Series 20268 Note, the Borrower, or the Project. The Borrower acknowledges that in the event of an examination ofthe Notes by the Internal Revenue Service to determine compliance of the Notes with the provisions of the Code as they relate to tax-exempt obligations, the Issuer is likely to be treated as the ootaxpayer" in such examination. The Borrower, upon notification by the Issuer, that the Borrower: (a) will respond to any inquiries from the Intemal Revenue Service in connection with such examination; and (b) upon the request of the Issuer, will reimburse the Issuer for all expenses incurred by the Issuer, including the fees, and expenses of counsel (and, upon request, will provide in advance a cash deposit in the amount of the reasonably anticipated expenses to be incurred by the Issuer) in connection with such examination or will directly pay the costs of any such examination. The Issuer covenants that it will promptly notify the Borrower of any inquiry or examination by the Internal Revenue Service relating to the Notes and will cooperate with the Borrower, at the Borrower's sole expense, in connection with any such inquiry or examination. The Borrower understands and agrees that the interests of the Issuer and the Borrower in any such examination may differ and that the existence of the examination may be subject to public disclosure by the Issuer under the open records laws of the State 26 200570403v3 112 Section 7.10 Assignment by Issuer and Survivorship of Obligations. The Issuer may assign its rights under this Loan Agreement and any related documents to the Series 20268 Lender to secure payment of the principal of and interest and premium, if any, on the Series 20268 Note, but any such assignment shall not operate to limit or otherwise affect the following provisions hereof to the extent that they run to the Issuer from the Borrower to which extent they shall survive any such assignment: Sections 3.3, 3.4, 3.6, 4.2, 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 6.2, 6.5, 7.6,7 .7,7.8, 7.9, and 7.10 hereof. Upon any such assignment, the provisions immediately above running to the Issuer from the Borrower for the Issuer's benefit shall run jointly and severally to the Issuer and the Series 20268 Lender (if appropriate), provided that the Issuer shall have the right to enforce any Reserved Rights without the approval of the Series 20268 Lender. The obligations of the Borrower running to the Issuer for the purpose of preserving the tax-exempt status of the Series 20268 Note or otherwise for the Issuer's benefit under the foregoing Sections shall survive repayment of the Series 20268 Note and the interest thereon. SectionT.ll Required Approvals. Consents and approvals required by this Loan Agreement to be obtained from the Borrower or the Issuer shall be in writing and shall not be unreasonably withheld or delayed. Section 7.12 Nature of Borrower's Oblieations. The Borrower's obligations under this Loan Agreement, the Series 20268 Note, and the Related Documents shall be non-recourse to the Borrower. (The remainder of this page is intentionally left blank.) 200570403v3 27 113 a IN WITNESS WHEREOF, the Issuer and the Borrower have caused this Loan Agreement to be executed in their respective names all as of the date first above written. CITY OF FALCON HEIGHTS, MINNESOTA Its: Mayor By: Jack Its: City [Issuer Signature Page to Loan Agreement (Series2026B) - Fairway Commons] s-1 o U 200570403vj 114 .) Execution page of the Borrower to the Loan Agreement, dated as of the date and year first written above. FAIRWAY COMMONS, LTMITED PARTNERSHIP, a Minnesota limited partnership By: Falcon Heights Group LLC, a Minnesota limited liability company Its: General Partner By: Tyler Manning Its: Vice President and Secretary [Borrower Signature Page to Loan Agreement (Series2026B) - Fairway Commons] s-2U 2O0570403v3 115 EXHIBIT A F'ORM OF ANNUAL REPORT OF OUTSTANDING PRINCIPAL AMOUNT March 31,20- City of Falcon Heights 2077 Larpenteur Avenue Falcon Heights, MN 55113 Attn: City Administrator Re: City of Falcon Heights, Minnesota, Multifamily Housing Revenue Note (Fairway Commons Project), Series 20268 To Whom it May Concern: The following is our report regarding the outstanding balance of the Series 20268 Note as of the end of the prior calendar yeff pursuant to Section 3.3 of the Loan Agreement: Date of issuance: Iuly |01,2026 Original issue amount: Principal balance outstanding on 12131/- (end of previous year): $ Principal payments for 20_(current reporting year) Aggregate: $ FAIRWAY COMMONS, LIMITEI) PARTNERSHIP, a Minnesota limited partnership By: Falcon Heights Group LLC, a Minnesota limited liability company Its: General Partner By: Name: Its: 200570403v3 A-l 116 Taft Stettinius & Hollister LLP Draft June 15,2026a ) ASSIGNMENT OF LOAN AGREEMENT between crry oF FALcoN HEIGHTS, MTNNESOTA' as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Lender Dated as of July t,2026 Relating to: $ City of F'alcon Heightso Minnesota Multifamily Housing Revenue Note (F'airway Commons Proj ect) Series 20268 U 200570398v2 117 ASSIGNMENT OF LOAN AGREEMENT THIS ASSIGNMENT OF LOAN AGREEMENT, dated as of July 1, 2026 (the "Assignment"), is between the CITY OF FALCON HEIGHTS, MINNESOTA, a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State of Minnesota (the "lssuer"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Lender"). RECITALS WHEREAS, the Issuer and Fairway Commons, Limited Partnership, a Minnesota limited partnership (the "Borrower"), have entered into a Loan Agreement, dated as of July l, 2026 (the "Loan Agreement"), pursuant to which the Issuer will loan to the Borrower the proceeds derived from the sale to the Lender of the Issuer's Multifamily Housing Revenue Note (Fairway Commons Project), Series 20268 (the "Series 20268 Note"), issued in the original principal amount of $; and WHEREAS, proceeds of the Series 20268 Note will be used to finance a portion of the costs of (i) the acquisition, construction, and equipping of an approximately I l0-unit age-restricted multifamily rental housing development and facilities functionally related and subordinate thereto, to be located at or about 1670 Larpenteur Avenue West, Falcon Heights, Minnesota (the "Project"); (ii) capitalized interest during the construction of the Project, if necessary; and (iii) costs of issuance ofthe Series 20268 Note;and WHEREAS, the Series 20268 Note will be payable from and secured by the loan repayments (the "Loan Repayments") to be made by the Borrower under the Loan Agreement, and the Lender, as a condition to the purchase of the Series 20268 Note, has required the execution of this Assignment; and NOW THEREFORE, as an inducement to the Lender to purchase the Series 20268 Note, and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: l. In orderto securethe due and punctual payment of the Series 20268 Note and all other sums due to the Lender under the Loan Agreement, the Issuer does hereby assign, without recourse, to the Lender all of the Issuer's right, title, and interest in and to the Loan Agreement, including the Loan Repayments payable by the Borrower thereunder, subject to the Issuer's Reserved Rights (as such term is defined in the Loan Agreement). 2. The Issuer hereby represents and wamants to the Lender that the Issuer's right, title, and interest in the Loan Agreement is free and clear of any lien, security interest, or other encumbrance other than that arising under this Assignment. 3. The Issuer hereby authorizes the Lender to exercise, whether or not a default exists under the Series 20268 Note or an Event of Default has occurred under the Loan Agreement, either in the Issuer's name or the Lender's name, any and all rights available to the Issuer under the Loan Agreement, subject to the Reserved Rights. The Issuer agrees, on request of the Lender, to execute and deliver to the Lender such other documents or instruments as shall be deemed necessary or 2005'70398v2 118 appropriate by the Lender at any time to confirm or perfect the security interest hereby granted; provided that the Issuer will not be obligated to take any action or execute any instrument until, at the option ofthe Issuer, the Issuer has received assurance satisfactory to the Issuer that the Issuer will be reimbursed for its expenses incurred or to be incurred in connection with taking such action or executing such instrument and indemnified against any liability relating thereto. The lssuer hereby appoints the Lender its attorney-in-fact to execute andlor file or record on behalf of the Issuer, and in its name, any and all such assignments, financing statements, or other documents or instruments which the Lender may deem necessary or appropriate to perfect, protect, or enforce the security interest hereby granted. The Issuer shall have no responsibility for the filing, perfection, or continuation of any security interest created hereunder or under the Loan Agreement. 4. The Issuer will not (a) exercise or attempt to exercise any remedies under the Lban Agreement, except as permitted by Sections 6.2 and7.7 of the Loan Agreement, or terminate, modifr, or accept a surrender of the same, or by affirmative act, consent to the creation or existence of any security interest or other lien in the Loan Agreement to secure payment of any other indebtedness; or (b) receive or collect or permit the receipt or collection of any payments, receipts, rentals, profits, or other money under the Loan Agreement (except as permitted under Section 7.10 thereof) or assign, transfer, or hypothecate (other than to the Lender hereunder) any of the same then due or to accrue in the future. 5. The Issuer expressly covenants and agrees that the Lender shall be entitled to receive all Loan Repayments and other payments under the Loan Agreement (except any payments due to the Issuer pursuant to its Reserved Rights) and hereby authorizes and directs the Borrower to make such Loan Repayments and other payments directly to the Lender. The Lender covenants and agrees that all payments received by the Lender pursuant to the Loan Agreement shall be applied as provided in the Related Documents. 6. The Lender agrees to advance the purchase price of the Series 20268 Note directly to the Borrower as provided in the Related Documents. 7. If an Event of Default shall occur and be continuing after the expiration of any cure rights under the terms of the Loan Agreement, the Lender may exercise any one or more or all, and in any order, of the remedies hereinafter set forth, in addition to any other remedy at law or in equity or specified in the Loan Agreement, it being expressly understood that no remedy herein conferred is intended to be exclusive of any other remedy or remedies, but each and every remedy shall be cumulative and shall be in addition to every other remedy given herein or now or hereafter existing at law or in equity or by statute: (a) The Lender may, without prior notice of any kind, declare the principal of and interest accrued on the Series 20268 Note immediately due and payable. (b) The Lender may exercise any rights and remedies and options of a secured party under the Uniform Commercial Code as adopted in the State of Minnesota and any 2 2005'70398v2 119 and all rights available to it under the Loan Agreement, the Security Documents securing payment of the Series 20268 Note, or the other Related Documents. 8. Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all the covenants, promises, and agreements in this Assignment contained by or on behalf of the Issuer or the Lender shall bind and inure to the benefit ofthe respective successors and assigns ofsuch parties whether so expressed or not. 9. The unenforceability or invalidity of any provision or provisions of this Assignment shall not render any other provision or provisions herein contained unenforceable or invalid. 10. This Assignment shall in all respects be construed in accordance with and govemed by the laws of the State of Minnesota. This Assignment may not be amended or modified except in writing signed by the Issuer and the Lender. I l. This Assignment may be executed, acknowledged, and delivered in any number of counterparts and each of such counterparts shall constitute an original but all of which together shall constitute one agreement. 12. Capitalizedterms used in this Assignment which are not defined in this Assignment but are defined in the Loan Agreement shall have the meanings specified in the Loan Agreement, unless the context of this Assignment otherwise requires. 13. No obligation of the Issuer hereunder shall constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers but shall be payable solely out of the proceeds and the revenues derived under the Loan Agreement, except any funds resulting from the exercise of the Reserved Rights. No failure of the Issuer to comply with any term, condition, covenant, or agreement herein or in any of the Related Documents shall subject the Issuer to liability for any claim for damages, costs, or other financial or pecuniary charge, except to the extent that the same can be paid or recovered under the Loan Agreement, except any funds resulting from the exercise of the Reserved Rights. (The remainder of this page is intentionally left blank.) 3 2005'70398v2 120 IN WITNESS WHEREOF, the Issuer and the Lender have caused this Assignment of Loan Agreement to be duly executed as of the date first above written. CITY OF FALCON HEIGHTS, MINNESOTA Its: Mayor By Jack Its: City [Issuer Signature Page to Assignment of Loan Agreement (20268) - Fairway Commons] s-l 200570398v2 121 - .) Execution page of the Lender to the Assignment of Loan Agreement, dated as of the date and year first written above. U.S. BANK NATIONAL ASSOCIATION By Name Its: [Lender Signature Page to Assignment of Loan Agreement (20268) - Fairway Commons] s-2J 200570398v2 122 Taft Stettinius & Hollister LLP Draft June 17,2026 REGULATORY AGREEMENT among crTY oF FALCON HETGHTS, MINNESOTA, as Issuer FAIRWAY COMMONS, LIMITED PARTNERSHIP, as Borrower MERCHANTS BANK, NATIONAL ASSOCIATION, as Series 2026A Lender and U.S. BANK NATIONAL ASSOCIATION, as Series 20268 Lender Dated as of July 1,2026 Relating to: F'AIRWAY COMMONS PROJECT 1670 Larpenteur Avenue West, Falcon Heights, Minnesota This Instrument Drafted by: Taft Stettinius & Hollister LLP 2200 IDS Center 80 South 8th Street Minneapolis, MN 55402 200611259v3 123 REGULATORY AGREEMENT THIS REGULATORY AGREEMENT, dated as of July l, 2026 (the "Regulatory Agreement"), is made and entered into among the CITY OF FALCON HEIGHTS, MINNESOTA, a municipal corporation and political subdivision of the State of Minnesota (the "Issuer"), FAIRWAY COMMONS, LIMITED PARTNERSHIP, a Minnesota limited partnership, the owner of the property described in EXHIBIT A attached hereto (the "Borrower"), MERCHANTS BANK, NATIONAL ASSOCIATION, a national banking association (the "Series 2026A Lender"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "series 20268 Lender" and together with the Series 2026A Lender, the "Lenders"). RECITALS The Issuer is authorized to issue revenue bonds or other obligations to provide financing for multifamily housing developments in accordance with the terms of Minnesota Statutes, Chapters 462C and 474A, as amended (the "Act"). The Issuer has agreed to issue and sell its (i) Multifamily Housing Revenue Note (Fairway Commons Project), Series 2026A-l (the "Series 2026A-l Note") in the original principal amount of$, (ii) Multifamily Housing Revenue Note (Fairway Commons Project), Series 2026A-2 (the "series 2026{-2Note" and together with the Series 2026A-l Note, the "Series 2026A Notes") in the original principal amount of $and (iii) Multifamily Housing Revenue Note (Fairway Commons Project), Series 20268 (the "Series 20268 Note" and collectively with the Series 2026A Notes, the "Notes"), in the original principal amount of $The Notes are being issued pursuant to Resolution No. I L adopted by the City Council of the Issuer on June 22, 2026 (the "Resolution"), in order to finance the acquisition, construction, and equipping of an approximately I l0-unit multifamily rental housing development and certain functionally related improvements thereto to be located at or about 1670 Larpenteur Avenue West in the City of Falcon Heights, Minnesota, to be known as Fairway Commons (together, the "Project"), on the real property described on EXHIBIT A attached hereto (the "Land"). The Series 2026A Lender will purchase the Series 2026A Notes, and the Series 20268 Lender will purchase the Series 20268 Note. The Issuer will loan to the Borrower (i) the proceeds derived from the sale of the Series 2026ANotes, pursuant to the terms of a Loan Agreement, dated as of July 1,2026 (the "Series 2026A Loan Agreement"), between the Issuer and the Borrower, and (ii) the proceeds derived from the sale of the Series 20268 Note, pursuant to the terms of a Loan Agreement, dated as of July 1,2026 (the "Series 20268 Loan Agreement" and together with the Series 2026A Loan Agreement, the "Loan Agreements"), between the Issuer and the Borrower. The Bonower will apply the proceeds of the loans evidenced by the Loan Agreements to finance the Project. To secure repayment of the Notes, the Issuer will assign the Series 2026A Loan Agreement to the Series 2026A Lender and the Series 20268 Loan Agreement to the Series 20268 Lender. For good and valuable consideration, the Borrower, the Lenders, and the Issuer have determined to enter into this Regulatory Agreement in order to assure compliance with certain 1 124 requirements of the Internal Revenue Code of 1986, as amended (the "Code") and of the Act applicable to the Project. NOW, THEREFORE, the Borrower, the Issuer, and the Lenders do hereby impose upon the Project the following covenants, restrictions, charges, and easements, which shall run with the Land and shall be binding and a burden upon the Project and all portions thereof, and upon any purchaser, grantee, owner, or lessee of any portion of.the Project and any other person or entity having any right, title, or interest therein and upon the respective heirs, executors, administrators, devisees, successors, and assigns ofany purchaser, grantee, owner, or lessee ofany portion ofthe Project and any"other person or entity having any right, title, or interest therein, for the length of time that this Regulatory Agreement shall be in full force and effect: Section 1. Definitions. Unless otherwise expressly provided herein or unless the context clearly requires otherwise, the terms defined above shall have the meanings set forth above and the following terms shall have the respective meanings set forth below for the purposes hereof. "Act" means Minnesota Statutes, Chapters 462C and 474A, as amended. "Adjusted Income" means the adjusted income of a person (together with the adjusted income of all persons of the age of l8 years or older who intend to reside with such person in one Dwelling Unit), as calculated in the manner prescribed under Section 142(d)(2)(B) of the Code. o'Bond Counsel" means Taft Stettinius & Hollister LLP, or any other attomey at law or firm of attorneys of nationally-recognized standing in matters pertaining to the federal tax exemption of interest on bonds and other obligations issued by states and political subdivisions thereof, duly admitted to practice law before the highest court of any state of the United States of America. 'oBorrower" means Fairway Commons, Limited Partnership, a limited partnership duly formed and existing under the laws of the State of Minnesota, with its permitted successors and assigns. "Borrower Documents" means the Loan Agreements, the Related Documents, the Tax Certificate, this Regulatory Agreement, the Partnership Agreement, and any and all documents, agreements or instruments executed by the Borrower in connection with the Notes and the Loans evidenced by the Loan Agreements. "Borrower's Obligatio;'r,s" means the obligations of the Borrower under the Loan Agreements and the other Borrower Documents to (a) pay the principal of, and interest on the Loans, when and as the same shall become due and payable (whether at the stated maturity thereof, on any payment date or by acceleration of maturity or otherwise), (b) pay all other amounts required by the Loan Agreements and the other Borrower Documents to be paid by the Borrower to the Issuer, as and when the same shall become due and payable, and (c) timely perform, observe and comply with all of the terms, covenants, conditions, stipulations, and agreements, express or implied, which the Borrower is required by the Loan Agreements, this Regulatory Agreement, and any of the other Borrower Documents, to perform or observe. 200611259v3 125 "Business Day" means a day of the week, other than a Saturday or a Sunday, on which commercial banks located in Ramsey County, Minnesota are not required or authorized to remain closed. "Certificate of Continuing Program Compliance" means the document substantially in the form set forth in EXHIBIT C attached hereto. "Closing Date" means JuIy 1101,2026. "Code" means the Internal Revenue Code of 1986, as amended, and all applicable Treasury Regulations (whether proposed, temporary or final) promulgated under the Code and the statutory predecessor of the Code, and any official rulings and judicial determinations under the foregoing applicable to the Notes. "County" means Ramsey County in the State. "Dwelling Units" means the units of multifamily residential rental housing comprising the Project, excluding any unit used as a management office. "Event of Default" has the meaning specified in Section l3 hereof. "Functionally Related and Subordinate" means and includes facilities for use by tenants, for example, laundry facilities, parking areas, and recreational facilities, provided that the same is of a character and size commensurate with the character and size of the Project. "Housing Act" means the United States Housing Act of 1937, as amended, codified as 42 U.S.C. Sections l40l et seq. "Issuer" means the City of Falcon Heights, Minnesota, a municipal corporation and political subdivision of the State, organized and existing under the constitution and laws of the State, and its successors and assigns. "Land'means the real property described on EXHIBIT A attached hereto. "Loan Agreements" means, together, the (i) Series 2026A Loan Agreement and (ii) 20268 Loan Agreement. "Loan Purchase Agreements" means, together, the (i) Loan Purchase Agreement dated as of the Closing Date between the Series 2026A Lender and the Borrower and (ii) the Bridge Loan Agreement dated as of the Closing Date between the Series 20268 Lender and the Borrower. 'oLoans" means the loans of the proceeds of the sale of the Notes provided by the Issuer to the Borrower pursuant to the Loan Agreements to provide financing for the Project. "Low Income Tenants" means persons or families with Adjusted Income which does not exceed 60%o of the Median Income for the Area adjusted for household size. In no event willthe occupants of a Dwelling Unit be considered to be Low Income Tenants if all of such occupants are students (as defined in Section 152(f)(2) of the Code), unless the Dwelling Unit is occupied: 200611259v3 126 (i) by an individual who is (A) a student and receiving assistance under Title IV of the Social Security Act, (B) a student who was previously under the care and placement responsibility ofthe State agency responsible for administering a plan under Part B or Part E of Title IV of the Social Security Act, or (C) enrolled in a job training program receiving assistance under the Job Training Partnership Act or under other similar federal, State, or local laws; or (ii) entirely by full+ime students if such students are (A) single parents and their children and such parents are not dependents (as defined in Section 152 of the Code, determined without regard to subsections (b)(l), (bX2), and (d)(1)(B) thereof) of another individual and such children are not dependents (as defined in Section 152 of the Code, determined without regard to subsections (b)(1), (bX2), and (dXlXB) thereof) of another individual other than a parent of such children, or (B) maried and entitled to file a joint return. ooLow Income Units" means the Dwelling Units in the Project designated for occupancy by Low Income Tenants pursuant to Section 4(a) of this Regulatory Agreement. "Median Income for the Area" means the median yearly income for households of an applicable size in the applicable Primary Metropolitan StatisticalArea as most recently determined by the Secretary of Housing and Urban Development under Section 8(0(3) of the Housing Act, or, if such figures are no longer available, the method of calculation is substantially altered, or the programs under Section 8(f) are terminated, the Issuer shall provide the Borrower with another income determination that is reasonably similar to the method used by the Secretary prior to such termination. "Notes" has the meaning assigned to such term in the recitals to this Regulatory Agreement. "Partnership Agreement" means the Amended and Restated Partnership Agreement of the Borrower, dated as of the Closing Date. ooPerson" means an individual, association, unincorporated organization, corporation, partnership, joint venture, or government or agency or political subdivision thereof. 'oProject" has the meaning assigned to such term in the recitals to this Regulatory Agreement. "Qualified Project Period' means the period beginning on the later of (i) the date of issuance of the Notes and (ii) the first day on which l0% of the Dwelling Units in the Project are occupied and ending on the latest ofi (i) the date which is l5 years after the date on which 50% of the Dwelling Units in the Project are occupied; (ii) the first day on which no tax-exempt private activity bond issued with respect to the Project is outstanding; or 200611259v3 127 (iii) the date on which any assistance provided with respect to the Project under Section 8 of the United States Housing Act of 1937 terminates. "Regulatory Agreement" means this Regulatory Agreement, together with any amendments or Supplements hereto. "Resolution" means Resolution No., adopted by the City Council of the Issuer on June 22,2026, authorizing the issuance, sale, and delivery of the Notes. "series 20264 Lender" means Merchants Bank, National Association, a national banking association. "series 2026A Loan Agreement" means the Loan Agreement, dated as of July 1,2026, between the Issuer and the Borrower, related to the proceeds of the sale of the Series 20264 Notes. 'oseries 20268 Lender" means U.S. Bank National Association, a national banking association. ooseries 20268 Loan Agreement" means the Loan Agreement, dated as of July l, 2026, between the Issuer and the Borrower, related to the proceeds of the sale of the Series 20268 Note. 'oState" means the State of Minnesota. "supplement" ot "supplements" means any and all extensions, renewals, modifications, amendments, supplements and substitutions. "Tax Certificate" means, collectively, (a) the Tax Certificate dated the Closing Date and executed by the Borrower and, (b) the Endorsement of Issuer to Borrower Tax Certificate dated the Closing Date and executed by the Issuer. "Treasury Regulations" means the regulations promulgated or proposed by the Department of the Treasury pursuant to the Code from time to time or pursuant to any predecessor statute to the Code. Unless the context clearly requires otherwise, as used in this Regulatory Agreement words of the masculine, feminine or neuter gender shall be construed to include each other gender when appropriate, and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This Regulatory Agreement and all of the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof. Section 2. Representations by the Borrower. The Borrower covenants, represents, and warrants as of the effective date hereof: (a) The Borrower is a limited partnership formed and existing under the laws of the State. The Borrower is in good standing in the State and has duly authorized,by proper action, the execution and delivery of this Regulatory Agreement. The Borrower is duly authorized by the laws of the State to transact business in the State and to perform all of its duties hereunder. 2O061 1259v3 128 (b) The execution and delivery of this Regulatory Agreement and any other Borrower Document in connection with the financing of the Project, the consummation of the transactions contemplated hereby and thereby, and the fulfillment of or compliance with the terms and conditions hereof and thereof do not conflict with or result in a breach of any of the terms, conditions, or provisions of any agreement or instrument to which the Borrower is now a party or by which it is bound or constitute a default (with due notice or the passage of time or both) under any of the foregoing or result in the creation or imposition of any prohibited lien, charge, or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any instrument or agreement to which the Borrower is now aparty or by which it is bound. (c) The exebution, delivery, and performance of this Regulatory Agreement and all other Borrower Documents to be delivered by the Borrower in connection with the consummation of the transactions contemplated hereby will not conflict with, or constitute a breach of or default under, any indenture, mortgage, deed of trust, lease, commitment, agreement, or other instrument or obligation to which the Borower is a party or by which the Borrower or any of its property is bound, or under any law, rule, regulation, judgment, order, or decree to which the Borrower is subject or by which the Borrower or any of its property is bound. (d) There is no action, suit, proceeding, inquiry, or investigation by or before any governmental agency, public board, or body pending or, to the best of Borrower's knowledge, threatened against the Borrower (nor to the best of its knowledge is there any basis therefor), which: (i) affects or seeks to enjoin, prohibit, or restrain the issuance, sale, or delivery of the Notes or the use of the proceeds of the Notes to finance the acquisition, construction, and equipping of the Project or the execution and delivery of this Regulatory Agreement, (iD affects or questions the validity or enforceability of the Notes or this Regulatory Agreement, (iii) questions the tax-exempt status of the Notes, or (iv) questions the power or authority of the Borrower to acquire, own, construct, equip, or operate the Project or to execute, deliver, or perform the Borrower's obligations under this Regulatory Agreement. (e) The Project will be located wholly within the boundaries of the City of Falcon Heights, Ramsey County, Minnesota. (0 On and after the date on which the Notes are executed and delivered to the Lenders, the Borrower will have title to the Project sufficient to carry out the purposes of this Regulatory Agreement, and such title shall be in and remain in the name of the Borrower except as otherwise permitted by this Regulatory Agreement. (g) The Project consists and will consist of those facilities described herein, which generally are described as a residential apartment building and related facilities situated on the Land. The Borrower shall make no changes to the Project or to the operation thereof which would affect the qualification of the Project under the Act or impair the exemption from federal income 200611259v3 129 taxation of the interest on the Notes. The Borrower will utilize and operate the Project as a multifamily rental housing project during the Qualified Project Period in accordance with all applicable federal, State, and local laws, rules, and regulations applicable to the Project. (h) The Bonower has obtained, or will obtain on or before the date required therefor, all necessary ceftificates, approvals, permits, and authorizations with respect to the operation of the Project. (i) The Borrower does not and will not own the Notes. The Borrower acknowledges and understands that during any periods of time when the Borrower or a "substantial user" of the Project financed with the proceeds of the Notes or a "related person," as those terms are employed in Section 147(a) of the Code, owns the Notes, or any portion thereof, the interest on the Notes shall not be tax-exempt pursuant to Section 147(a) of the Code. C) The Borrower does not own any buildings or structures which are proximate to the Project, other than those buildings or structures which comprise the Project, which are being financed pursuant to a common plan under which the Project is also being financed. (k) The statements made in the various certificates delivered by the Borrower to the Issuer or the Lenders on the date of issuance of the Notes are true and correct. Section 3. Qualified Residential Rental Project. The Borrower shall acquire, construct, equip, own, manage, and operate the Project as a "qualified residential rental project," as such phrase is utilized in Section 142(d) of the Code, on a continuous basis during the Qualified Project Period. To that end, the Borower hereby represents, warrants, and covenants as follows: (a) that a qualified residential rental project will be constructed on the Land, and the Borrower shall own, manage and operate the Project as a qualified residential rental project containing Dwelling Units and facilities Functionally Related and Subordinate to such Dwelling Units, in accordanci with Section A2(a)(7) and Section 142(d) of the Code'and all applicable Treasury Regulations promulgated thereunder, as the same may be amended from time to time; (b) that all of the Dwelling Units of the Project will be similarly constructed and each Dwelling Unit in the Project will contain complete facilities for living, sleeping, eating, cooking, and sanitation for a single person or a family, as applicable; (c) that: (i) none of the Dwelling Units in the Project shall at any time be utilized on a transient basis; (iD that none of the Dwelling Units in the Project shall at any time be leased or rented for a period ofless than 30 days; and (iii) that neither the Project nor any portion thereof shall be used as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, hospital, nursing home, sanitarium, rest home, or trailer park or trailer court for use on a transient basis, or by a cooperative housing corporation (as defined in Section 216(bXl) ofthe Code); 200611259v3 130 (d) that, once available for occupancy: (i) each Dwelling Unit in the Project shall be rented or available for rental on a continuous basis to members of the general public during the Qualified Project Period; and '(ii) the Borrower shall not give preference in renting Dwelling Units in the Project to any particular class or group of persons, other than Low lncome Tenants as provided herein or as otherwise permitted by law; (e) that the Dwelling Units in the Project shall be leased and rented to members of the general public in compliance with this Regulatory Agreement, except for any Dwelling Unit for a resident manager or maintenance personnel; (0 that the Project consists of one or more discrete edifices and other man-made construction, each consisting of an independent foundation, outer walls and roof, all of which will be (i) owned by the same Person for federal tax purposes, (ii) located on a common tract of land or two or more parcels of land which are contiguous except for being separated only by a road, street, stream, or a similar property and (iii) financed by the Loans or otherwise pursuant to a common plan of financing, and which consists entirely of: (i) units which are similar in quality and type of construction and amenities; and (iD property Functionally Related and Subordinate in purpose and size to the Project, e.g., parkingareas, laundries, swimming pools, tennis courts, and other recreational facilities (none of which may be unavailable to any person because such person is a Low Income Tenant) and other facilities which are reasonably required for the Project, e.9., heating and cooling equipment, trash disposal equipment, or units for residential managers or maintenance personnel; (g) that no portion of the Project shall be used to provide any health club facility, any facility primarily used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off premises; (h) that the Project shall not include a Dwelling Unit in a building where all other residential units in such building are not also included in the Project; (i) that, during the Qualified Project Period, the Borrower shall not convert the individual Dwelling Units of the Project to condominium or cooperative ownership; C) that no Dwelling Unit in the Project shall be occupied by the Borrower (or any person related to a partner of the Borrower or to any related person to the Borrower within the meaningof Section A7(a)(2) oftheCode) atany timeunlesssuchpersonresidesinaDwelling Unit in a building or structure which contains at least five Dwelling Units and unless the resident of such Dwelling Unit is a resident manager or other necessary employee (e.g., maintenance and security personnel); (k) that the Notes will not be "federally guaranteed," as defined in Section 149(b) of the Code; 2O06ll259v3 131 (l) that the Project shall at all times be used and operated as a "multifamily housing development," as defined in the Act; and (m) that the Borrower shall not discriminate on the basis of race, creed, color, sex, sexual preference, source of income (e.g., AFDC or SSI), physical disability, national origin, ormarital status in the rental, lease, use, or occupancy of the Project or in connection with the employment or application for employment of persons for the operation and management of the Project. Section 4. Low Income Tenants. Pursuant to the requirements of the Act and Section 142(d) of the Code, the Borrower hereby represents, warrants, and covenants as follows: (a) Upon completion of the Project, at least forty percent (40%) of the units in the Project will be occupied or held for occupancy by Low Income Tenants. Throughout the Qualified Project Period, not less than forty percent (40%) of the completed units in the Project shall be continuously occupied or held for occupancy by Low Income Tenants. The Bonower will designate the Low Income Units and will make any revisions to such designations as necessary to comply with the applicable provisions of the Code and the Treasury Regulations. As set forth in paragraph (e) below, the Borrower shall advise the Issuer and the Lenders by delivery of a certificate in writing of the status of the occupancy of the Project with respect to Low Income Tenants on an annual basis for the term of this Regulatory Agreement. An Annual Certification of a Residential Rental Project, Form 8703, or successor form, shall be prepared annually by the Borrower and filed with the United States Secretary of the Treasury pursuant to Section 142(d)(7) of the Code (currently with the Internal Revenue Service Center, Ogden, Utah 84201), with a copy tb be filed by the Borrower with the Issuer and the Lenders. The percentage of units is measured by number of units, not square footage of units. For purposes of satisf,ing the occupancy requirements set forth above, a unit occupied by a person or family who, at the commencement of their occupancy, qualified as a Low lncome Tenant shall be treated as occupied by a Low Income Tenant until such time as any recertification of such tenant's income in accordance with Sections 4(c) and (h) below demonstrates that such tenant's income exceeds 140 percent of the income limitation applicable to Low Income Tenants. A unit occupied by a Low Income Tenant shall be deemed, upon the termination of such tenant's occupancy, to be continuously occupied by a Low Income Tenant until reoccupied, other than for a temporary period (not to exceed sixty (60) days), at which time the character of the unit shall be redetermined. (b) The Borrower will notiff the Issuer on an annual basis of any vacancy of any Low Income Units. (c) The Borrower will obtain, complete, and maintain on file income certifications from each Low Income Tenant, obtained immediately prior to the initial occupancy of such tenant in the Project, and thereafter, in any year in which a unit in the Project is occupied by a new resident whose income exceeds the applicable income limit, obtain new income certifications (based upon their then current income), from each Low Income Tenant, substantially in the form of the income certification set forth in EXHIBIT B attached hereto or another form approved by Bond Counsel (the "Tenant Income Certification"). The Borrower will also provide such additional information 200611259v3 132 as may be required by Section 142(d) of the Code, as the same may be amended from time to time, or in such other form and manner as may be required by applicable rules, rulings, policies, procedures, Treasury Regulations now or hereafter promulgated, proposed or made by the Department of the Treasury or the Intemal Revenue Service applicable to the Notes. Such Tenant Income Ceftification shall be obtained prior to initial occupancy. If requested in writing by the Lenders or the Issuer, a copy of such Tenant Income Certification shall be filed with the Lenders and the Issuer prior to occupancy by the tenant whenever possible but in no event more than one month after initial occupancy by the tenant. A copy of each re-certification of income, if applicable, shall, upon request by the Issuer or Lenders, be attached to each annual certificate filed with the Issuer and the Lenders pursuant to Sections 4(a) above and 4(e) below. The Borrower shall make a good-faith effort to verify that the income reported by an applicant in an Tenant Income Certification, or recertification, is accurate by taking at least one of the following steps as a part of the verification process: (l) obtain a pay stub for the most recent pay period, (2) obtain an income tax return forthe most recent taxyear, (3) conduct a credit or similar search, (4) obtain an income verification form from the applicant's current employer, (5) obtain an income verification form from the Social Security Administration if the applicant receives assistance from such agency, or (6) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. If the Low Income Tenant is a Section 8 Certificate Holder, the Borower shall retain a copy of the certificate or voucher for verification of income in lieu of an income verification. The Borrower understands that failure to file the Annual Certification of a Residential Rental Project, Form 8703, or successor form, as required by Section 142(d)(7) of the Code at the times stated therein may subject it to the penalty described in Section 6652O of the Code. (d) The Borrower will maintain complete and accurate records pertaining to the Low Income Units and will permit, upon reasonable prior notice, any duly authorized representative of the Issuer, the Lenders, the Department of the Treasury, or the Intemal Revenue Service to inspect the books and records of the Borrower pertaining to the Project, including those records pertaining to the occupancy of the Low Income Units. This section is not intended to create any additional duties to inspect records. (e) The Borrower will prepare and submit to the Issuer and the Lenders, on or before March I of each year during the Qualified Project Period, beginning the first March I following commencement of the Qualified Project Period, a Certificate of Continuing Program Compliance in the form set forth in EXHIBIT C attached hereto and executed by the Borrower, and, if requested by the Lenders or the Issuer, the Tenant Income Certifications, and recertifications, described in Section 4(c) above. The Lenders may conclusively rely on the Continuing Program Compliance Certificate as evidence of the Borrower's compliance with the terms and restrictions of this Regulatory Agreement. (0 The Borrower, upon becoming aware of an Event of Default, will notifu the Issuer, and the Lenders in writing, of the occurrence of any such Event of Default hereunder or of any event which, with the passage of time or service of notice, or both, would reasonably be expected to constitute an Event of Default hereunder, specifying the nature and period of existence of such event and the actions being taken or proposed to be taken with respect thereto. Such notice shall be given promptly and in no event more than ten (10) Business Days after the Borrower receives notice or gains knowledge of the occuffence of any such event. The Borrower further agrees that it will 2006ll259v3 133 give prompt written notice to the Issuer and the Lenders if insurance proceeds or condemnation awards in excess of $50,000 are received with respect to the Project and are not used to repair or replace the Project, which notice shall state the amount of such proceeds or award. (i) Except as provided in clause (ii) below, the Borrower shall accept as tenants on the same basis as all other prospective tenants, Low Income Tenants who are recipients offederal certificates for rent subsidies pursuant to the existing program under Section 8 of the Housing Act or its successor and shall not apply selection criteria to Section 8 certificate/voucher holders that are more burdensome than the criteria applied to all other prospective tenants. (ii) The Borrower agrees to modify the leases for units in the Project as necessary to allow the rental of Low Income Units to Section 8 certificate/voucher holders. (g) Each lease pertaining to a Low Income Unit shall contain a provision to the effect that the Borrower has relied on the Tenant Income Certification and supporting information supplied by the Low Income Tenant in determining qualification for occupancy of the Low Income Unit and that any material misstatement in such Tenant Income Certification (whether or not intentional) will be cause for immediate termination of such lease. (h) Throughout the Qualified Project Period, the Borrower shall recertify each Low Income Tenant's income on or before the anniversary of the Low Income Tenant's tenancy, in any year in which a unit in the Project is occupied by a new resident whose income exceeds the applicable income limit, by obtaining a completed Tenant Income Certification. In the event the re- certification demonstrates that any such tenant's household income exceeds l40Yoof the applicable income limit, the Borrower shall hold the next available unit or units of comparable or smaller size in the Project available for rental by new Low Income Tenants. The Borrower in its sole discretion may notiff, in writing, each tenant who is no longer a Low lncome Tenant of such fact and that the rent of such tenant(s) is subject to increase thirty (30) days after receipt of such notice. The Borrower shall be entitled to so increase any such tenant's rent only if the Borrower complies with any law applicable thereto and only after the Borrower has rented the next available unit or units in the Project on a one-for-one basis to a Low Income Tenant, or holds units vacant and available for occupancy by Low Income Tenants. The Borrower agrees to inform all prospective Low Income Tenants of the requirements for recertification of income and of the provisions of the preceding paragraph. Section 5. Restrictions Imposed by Minnesota Statuteso Chapter 474A. Because the Notes are issued by the Issuer as "residential rental project bonds," as defined in Minnesota Statutes, Chapter 474A, as amended ("Chapter 474A"), and the Issuer has received an allocation of tax- exempt bonding authority pursuant to applicable provisions of Chapter 474A, the restrictions imposed by Chapter 474A apply to the Project as described below. (a) In addition to any other restrictions on rent or the income of tenants set forth in this Regulatory Agreement, during the Qualified Project Period, the Borrower shall restrict rents on at least twenty percent (20%) of the units in the Project (which may consist of the same units as meet 200611259v3 134 the requirements of Section 4) to an amount not exceeding the area fair market rents or exception fair market rents, as applicable, for existing housing as established by the federal Department of Housing and Urban Development from time to time, which units shall be occupied, or held for occupancy, by Low Income Tenants. The rental rates of units in a residential rental project for which project-based federal rental assistance payments are made are deemed to be within the rent limitations of this clause if the amount paid by the tenants is less than the applicable rent limit described above. (b) The annual certifications required to be made by the Borrower hereunder shall conform to the requirements of Section 474A.047, subdivision2, and the Issuer shall have the authority to impose upon the Borrower any and all penalties described in Section 4744.047, subdivision 3, from time to time, in addition to any remedies otherwise available under this Regulatory Agreement. (c) The Borrower must satisfr the requirements of Section 474A.047, subdivision l(a) during the Qualified Project Period. The Borrower must annually certify to the Issuer over the term of this Regulatory Agreement that the rental rates for the rent-restricted units are within the limitations under Section 474A.047, subdivision 1(a). The Issuer may request individual certification of the income of residents of the income-restricted units. The Commissioner of Minnesota Management and Budget may request from the Issuer a copy of the annual certification prepared by the Borrower. The Commissioner of Minnesota Management and Budget may require the Issuer to request individual certification of all residents of the income-restricted units. Section 6. Covenants Run with the Land. The Borrower hereby declares its express intent that the covenants, restrictions, charges, and easements set forth herein shall be deemed covenants running with the Land and shall, except as otherwise provided in this Regulatory Agreement, pass to and be binding upon the Borrower's successors in title including any purchaser, grantee, owner, or lessee of any portion of the Project and any other person or entity having any right, title, or interest therein and upon the respective heirs, executors, administrators, devisees, successors, and assigns ofany purchaser, grantee, owner, or lessee ofany portion ofthe Project and any other person or entity having any right, title, or interest therein. Except as otherwise provided in this Regulatory Agreement, each and every contract, deed, or other instrument hereafter executed covering or conveying the Project or any portion thereofor interest therein shall contain an express provision making such conveyance subject to the covenants, restrictions, charges, and easements contained herein; provided, however, that any such contract, deed, or other instrument shall conclusively be held to have been executed, delivered, and accepted subject to such covenants, rggardless of whether or not such covenants are set forth or incorporated by reference in such contract, deed, or other instrument. Section 7. Indemnification. The Borrower hereby covenants and agrees that it shall indemnify and hold harmless the Issuer and its officers, agents, officials, and employees, and the Lenders and their respective officers, agents, members, directors, representatives and employees. All provisions of the Loan Agreements relating to indemnification are incorporated by reference herein and are considered provisions of this Regulatory Agreement, as if expressly set out herein. These provisions shall survive payment of the Notes and termination of this Regulatory Agreement. 200611259v3 135 Section 8. Consideration. The Issuer has issued the Notes in part to provide funds to make the Loans to finance the acquisition, construction, and equipping of the Project, all for the purpose, among others, of inducing the Borrower to acquire, construct, equip, and operate the Project. In consideration of the issuance of the Notes by the Issuer, the Borrower has entered into this Regulatory Agreement and has agreed to restrict the uses to which the Project can be put on the terms and conditions set forth herein. Section 9. Reliance. The Issuer and the Borrower hereby recognize and agree that the representations and covenants set forth herein may be relied upon by all Persons interested in the legality and validity of the Notes and in the exemption from federal income taxation of the interest on the Notes. In performing their duties and obligations hereunder, the Issuer and the Lenders may conclusively rely upon statements and certificates of the Borrower and the tenants and upon audits of the books and records of the Bomower pertaining to the Project. In addition, the Issuer and the Lenders may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect ofany action taken or suffered by the Issuer or the Lenders hereunder in good faith and in conformity with such opinion. In determining whether any default or lack of compliance by the Borrower exists under this Regulatory Agreement, neither the lssuer nor the Lenders shall be required to conduct any investigation into or review of the operations or records of the Borrower and may rely solely on any notice or certificate delivered to the Issuer or the Lenders by the Borrower with respect to the occurrence or absence of a default unless it knows, or in the exercise of reasonable care should have known, that the notice or certificate is erroneous or misleading. The Issuer and the Lenders shall be under no duty to make any investigation or inquiry as to any statement or other matter contained or referred to in any documents or any instruments delivered in accordance with this Regulatory Agreement but may receive and accept the same as conclusive evidence of the truth and accuracy of such statements. Section 10. Sale or Transfer of the Project. The Borrower hereby covenants and agrees not to sell, transfer, or otherwise dispose of the Project, or any portion thereof, except as permitted under the terms of the Loan Agreements. Any attempted sale, transfer, or disposition which would cause or result in the violation of any of these covenants, provisions, reservations, restrictions, charges, or easements shall be null and void ab initio and of no force and effect. Nothing herein shall prohibit the transfer, sale or assignment of the interests in the Borrower or any direct or indirect ownership interests in Borrower's partners. In the event of sale, transfer, or disposition of the Project, the Borrower shall provide notice to the lssuer of such event. Section 11. Term. This Regulatory Agreement and the terms hereof shall become effective upon its execution and delivery and shall remain in full force and effect for a term and period equal to the Qualified Project Period, it being expressly agreed and understood that the provisions hereof are intended to survive the retirement of the Notes and termination of the Loan Agreements and repayment of the Loans if the Qualified Project Period has not expired at the time of such retirement and expiration. Notwithstanding anything in this Regulatory Agreement to the contrary: (a) The Project may be transferred pursuant to a foreclosure, exercise of power of sale, deed in lieu of foreclosure, or comparable proceedings without the consent of, or fee of any kind 200611259v3 136 payable to, the Issuer or compliance with the provisions of this Regulatory Agreement. In connection with any such foreclosure, deed in lieu of foreclosure, or other proceedings, this Regulatory Agreement may be terminated upon completion of the foreclosure and expiration of the applicable redemption period or recording of a deed in lieu of foreclosure. (b) The requirements of this Regulatory Agreement shall terminate and be of no further force and effect in the event of involuntary noncompliance with the provisions of this Regulatory Agreement caused by fire or other casualty, seizure, requisition, foreclosure, transfer of title by deed in lieu of foreclosure, change in a federal law, or an action of a federal agency after the date of this Regulatory Agreement, which prevents the Issuer and the Lenders from enforcing such provisions, or condemnation or a similar event, but only it within a reasonable period, either the Notes are retired or amounts received as a consequence of such event are used to provide a project that meets the requirements hereof (provided that this shall be deemed met if the Notes have been previously retired); provided, however, that the preceding provisions of this sentence shall cease to apply and the restrictions contained herein shall be reinstated if, at any time subsequent to the termination of such provisions as the result of the foreclosure, orthe delivery of a deed in lieu of foreclosure, or a similar event, the Borrower or any related Person (within the meaning of Section 1.103-10(e) of the Treasury Regulations) obtains an ownership interest in the Project for federal income tax purposes. The Borrower hereby agrees that, following any foreclosure, transfer of title by deed in lieu of foreclosure, or similar event, neither the Borrower nor any such related Person as described above will obtain an ownership interest in the Project for federal tax purposes for the remainder of the Qualified Project Period, unless it complies with the limitations imposed by Sections 4 and 5 of this Regulatory Agreement. (c) This Regulatory Agreement, or any of the provisions or sections hereof, may be terminated upon agreement by the Issuer and the Borrower, and if the Notes are then outstanding, the Lenders, upon receipt of an opinion of Bond Counsel to the effect that such termination will not cause interest on the Notes to become included in gross income for federal income tax purposes or cause interest on the Notes to become included in the net taxable income of individuals, trusts, and estates for State income tax purposes. Upon the termination of the terms of this Regulatory Agreement, the parties hereto agree to execute, deliver, and record appropriate instruments of release and discharge of the terms hereof; provided, however, that the execution and delivery of such instruments shall not be necessary or a prerequisite to the termination of this Regulatory Agreement in accordance with its terms. Section 12. Burden and Benefit. The Issuer and the Borrower hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the Land in that the Borrower's legal interest in the Project is rendered less valuable thereby. The Issuer and the Borrower hereby further declare their understanding and intent that the benefit of such covenants touch and concem the Land by enhancing and increasing the enjoyment and use ofthe Project by Low Income Tenants, the intended beneficiaries of such covenants, reservations, and restrictions, and by furthering the public purposes for which the Notes were issued. Notwithstanding the foregoing, the Low Income Tenants are not intended to be third-party beneficiaries of this Regulatory Agreement and shall have no rights to enforce any provision herein. 20061 1259v3 137 Section 13. Enforcement. If the Borrower defaults in the perforrnance or observance of any covenant, agreement, or obligation of the Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of sixty (60) days after written notice thereof shall have been given by the Issuer or the Lenders to the Borrower, then the Issuer or the Lenders, acting upon their own behalf or on behalf of the Issuer, may declare an "Event of Default" to have occurred hereunder and, at their respective option, may take any one or more of the following steps: (a) by mandamus or other suit, action, or proceeding at law or in equity require the Borrower to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of the rights of the Issuer or the Lenders hereunder; (b) have access to and inspect, examine, and make copies of all the books and records of the Borrower pertaining to the Projebt; (c) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants, and agreements of the Borrower hereunder; or (d) with the Lenders' consent, declare a default under the Loans, accelerate the indebtedness evidenced by the Loans, and proceed to redeem the Notes in accordance with their terms. Notwithstanding anything to the contrary contained herein, the Issuer and the Lenders hereby agree that any cure of any default made or tendered by one or more of the Borower's partners shall be deemed to be a cure by the Bonower and shall be accepted or rejected on the same basis as if made or tendered by the Borrower. The Lenders shall have the right (but not the obligation), in accordance with this Section 13, without the consent or approval of the Issuer, to exercise any or all of the rights or remedies of the lssuer hereunder, provided that prior to taking any such act the Lenders shall give the Issuer written notice of their intended action. All fees, costs, and expenses of the Lenders or the Issuer incurred in taking any action pursuant to this Section 13 shall be the sole responsibility of the Borrower and shall be paid to the Lenders or the Issuer, as the case may be, on demand. After the Notes have been discharged, the Issuer may act on its own behalf to declare an 'oEvent of Default" to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Lenders. Section 14. The Lenders and the Issuer. The Lenders, in their discretion, may act as the agents of and on behalf of the Issuer, where requested by the Issuerto do so. The Lenders are entering into this Regulatory Agreement in their capacities as the purchasers of the Notes. The Issuer may, at all times, assume the Borrower's compliance with this Regulatory Agreement unless otherwise notified in writing by the Lenders (but the Lenders shall have no obligation to so notifu the Issuer), or unless the Issuer has actual knowledge of noncompliance. The Lenders can rely on the accuracy of any ceftificates, instruments, opinions, or reports delivered to them by the Borrower and the Issuer. It is expected that one or more of the Notes will be discharged and the Loan Agreements will terminate prior to the expiration of the Qualified Project Period. Following the payment in full and the discharge of a Note and the termination of the applicable Loan Agreement: 20061 1259v3 138 (a) all obligations, rights, and duties of the applicable Lender under this Regulatory Agreement will terminate and be of no further force and effect; (b) all actions required by the applicable Lender will instead be undertaken by the Issuer; (c) all notices to be delivered to the applicable Lender will instead be delivered to the Issuer, and all notices to be delivered by the applicable Lender will instead be delivered by the Issuer; and (d) the applicable Lender shall no longer be party to this Regulatory Agreement and shall be considered released from all obligations hereunder. Section 15. Amendment. The provisions hereof shall not be amended or revised prior to the stated term hereof except by an instrument in writing duly executed by the Issuer, the Borrower, and the Lenders (so long as the respective Notes are outstanding) and duly recorded. The Issuer's and the Lenders' consent to any such amendment or revision (whether or not the Notes shallthen be outstanding) shall be given only upon receipt of an opinion of Bond Counsel addressed to the Issuer and the Lenders, that such amendment or revision will not adversely affect the exemption from federal income taxation of interest on the Notes. Neither the Issuer nor the Lenders shall have a duty to prepare any such consent, amendment, or revision. Section 16. Right of Access to the Project and Records. The Borrower agrees that, subject to the rights of tenants, during the term of this Regulatory Agreement, the Issuer, the Lenders, and the duly authorized agents ofany ofthem shall have the right (but not a duty) at all reasonable times, and upon reasonable notice of at least 24 hours, to enter upon the site of the Project during normal business hours to examine and inspect the Project and to have access to the books and records of the Borrower with respect to the Project, a copy of which shall be maintained at the site of the Project. Section 17. No Conflict with Other Documents. The Borrower warrants that it has not executed and will not execute any other agreement with provisions contradictory to, or in opposition to, the provisions hereof. Section 18. Severability. The invalidity of any section, clause, part, or provision of this Regulatory Agreement shall not affect the validity of the remaining portions thereof. Section 19. Notices. All notices to be given pursuant to this Regulatory Agreement shall be in writing and shall be deemed given when sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, or when mailed by certified or registered mail, return receipt requested, to the parties hereto at the addresses set forth below, or to such other place as a party may from time to time designate in writing: To the Issuer:City of Falcon Heights, Minnesota Falcon Heights City Hall 2077 Larpenteur Avenue W Falcon Heights, MN 55113 Attention: City Manager 200611259vj 139 ) With a copy to Taft Stettinius & Hollister LLP 2200lDS Center 80 South 8th Street Minneapolis, MN 55402 Attention: Rhonda Skoby To the Series 2026A Lender Merchants Bank, National Association 3586 55th Street NW Rochester, MN 55901 Attn: With a copy to Messerli & Kramer, P.A. 50 South Sixth Street, Suite 2300 Minneapolis, MN 55402 Attn: Michelle R. Jester, Esq. To the Series 20268 Lender:U.S. Bank National Association c/o U.S. Bancorp Community Development Corporation 505 North Seventh Street, lOth Floor Mail Code: SL MO Tl0F St. Louis, MO 63101 USB Project No.: 36269 Attn: Director of LIHTC Asset Management With a copy to Kutak Rock LLP 1650 Famam Street Omaha, Nebraska 68102 Attn: Wesley Goranson Emai I : wes. goranson@kutakrock.com To the Borrower:Fairway Commons, Limited Partnership 4725 Excelsior Boulevard, Suite 500 Minneapolis, MN 55416 Attention: Chief Manager With a copy to Winthrop & Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402-4629 Attention: Shawn Alexander, Esq. (which copy shall not constitute notice to Borrower) Section 20. Governing Law. This Regulatory Agreement shall be governed by and construed in accordance with the laws and judicial decisions of the State, except as such laws may be preempted by any federal rules, regulations, and laws. 200611259v3 140 Section 21. Payment of Fees. Notwithstanding payment of the Loans, the termination of the Loan Agreements, and the defeasance or discharge of the Notes, throughout the term of the Qualified Project Period, the Borrower shall continue to pay: (a) to the Issuer, reimbursement for all reasonable fees and expenses, including, but not limited to, financial advisory and legal fees and expenses necessary for the Issuer's reviewing and, if necessary, enforcing compliance by the Borrower with the terms of this Regulatory Agreement; and (b) the fees and expenses ofany entity or Person designated by the Issuer to perform the review of the Borrower's compliance with this Regulatory Agreement; provided that such fees and expenses are not duplicative ofany fees and expenses paid under (a) above. Section 22. Limited Liability. All obligations of the Issuer hereunder shall be special, limited obligations of the Issuer, payable solely and only from proceeds of the Notes and amounts derived by the Issuer from the Loans and the Loan Agreements. Section 23. Actions of Issuer. The lssuer shall be entitled to rely conclusively on an opinion of counsel in the exercise or non-exercise of any of the rights or powers vested in the Issuer by virtue of this Regulatory Agreement or any other agreement or instrument executed in connection with the issuance of the Notes; it being the intent of the parties hereto that the Issuer, and any and all present and future trustees, members, commissioners, officers, employees, attorneys, and agents of the Issuer shall not incur any financial or pecuniary liability for the exercise or non-exercise of any rights or powers vested in the Issuer by this Regulatory Agreement or any other instrument or agreement executed in connection with the issuance of the Notes; or for the performance or nonperformance of any obligation under, or the failure to assert any right, power, or privilege under, this Regulatory Agreement, the Notes, the Loan Agreements, or any other instrument or agreement executed in connection with the issuance of the Notes. If the Issuer's consent or approval is required under this Regulatory Agreement, or any other agreement or instrument executed in connection with the issuance of the Notes, the lssuer shall be entitled to rely conclusively on an opinion of counsel and shall not be responsible for any loss or damage resulting from any action or inaction in reliance upon such opinion. If the Issuer incurs any expense, or suffers any losses, claims, or damages, or incurs any liabilities in connection with this Regulatory Agreement, the Issuer shall be indemnified by the Borrower pursuant to Section 7 hereof and in accordance with the Loan Agreements. Section 24. Counterparts. This Regulatory Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Regulatory Agreement, and, in making proof of this Regulatory Agreement, it shall not be necessary to produce or account for more than one such counterpart. Section 25. Recording and Filing. The Borrower shall cause this Regulatory Agreement and all amendments and Supplements hereto and thereto to be recorded and filed in the real property records of the County, the State, and in such other places as the Issuer or the Lenders may reasonably request. The Borrower shall pay all fees, expenses and charges incurred in connection with any such recording. 200611259v3 141 i") Section 26. Additional Approvals. Subsequent to the issuance of the Notes, the officers of the Issuer are hereby authorized and directed to execute and provide all certified copies, certificates, affidavits, disclosures, representations, and reporting forms as may be required with respect to the continuing obligations ofthe parties hereunder. 2006112s9v3 142 \ IN WITNESS WHEREOF, the parties have caused this Regulatory Agreement to be signed by their respective duly authorized representatives as of the day and year first written above. CITY OF FALCON HEIGHTS, MINNESOTA B By: Its: City Administrator STATE OF MINNESOTA ) )SS COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this _ day of _, 2026,by Randy Gustafson, the Mayor of the City of Falcon Heights, Minnesota, a municipal corporation and a political subdivision under the laws of the State of Minnesota, on behalf of said City. Notary Public STATE OF MINNESOTA ) )SS )COLINTY OF RAMSEY The foregoing instrument was acknowledged before me this _ day of , 2026,by Jack Linehan, the City Administrator of the City of Falcon Heights, Minnesota, a municipal corporation and a political subdivision under the laws of the State of Minnesota, on behalf of said City. Notary Public Falcon Heights Multifamily Housing Revenue Notes (Fairway Commons Project) Series 2026 s-l 200611259v3 143 F'AIRWAY COMMONS, LIMITED PARTNERSHIP, a Minnesota limited partnership By: Falcon Heights Group LLC, a Minnesota limited liability company Its: General Partner By: Tyler Manning Its: Vice President and Secretary STATE OF MINNESOTA COTINTY OF The foregoing instrument was acknowledged before me this _ day of 2026, by Tyler Manning, the Vice President and Secretary of Falcon Heights Group LLC, a Minnesota limited liability company, the general partner of Fairway Commons, Limited Partnership, a Minnesota limited partnership, on behalf of said limited partnership. Notary Public [Borrower Signature Page to Regulatory Agreement] Falcon Heights Multifamily Housing Revenue Notes (Fairway Qommons Project) Series 2026 s-2 ss. ) ) ) ') 200611259v3 1M MERCHANTS BANK, NATIONAL ASSOCIATION, as Series 2026Alender By: Name: Jarett Jones Its: Market President STATE OF MTNNESOTA ) ) ss. ) l COUNTY OF The foregoing instrument was acknowledged before me this _ day of 2026, by Jarett Jones, the Market President of Merchants Bank, National Association, a national banking association. Notary Public [Series 2026A Lender Signature Page to Regulatory Agreement] Falcon Heights Multifamily Housing Revenue Notes (Fairway Commons Project) Series 2026 s-3 200611259v3 145 ^) U.S. BANK NATIONAL ASSOCIATION, as Series 20268 Lender Name STATE OF MINNESOTA COLINTY OF The foregoing instrument was acknowledged before me this _ day of 2026,by the of U.S. Bank National Association, a national banking association Notary Public [Series 20268 Lender Signature Page to Regulatory Agreement] Falcon Heights Multifamily Housing Revenue Notes (Fairway Commons Project) Series 2026 s-4 By: Its: ) ) ) ss. ,) J 2OO6ll259v3 '|-46 [To be provided by Borrower] BXHIBIT A Legal Description of the Land 200611259v3 A-l 147 EXHIBIT B Form of Tenant Income Certification TENANT INCOME CERTIFICATION n Initialcertitication IRecertification nother'- PAFT I. DEVELoPMEI'IT DATA HH Mbr S Last Name L 2 3 4 6 Effective Date: lnitial LIHTC Quallflcation 0ate: _ Mov€-ln Date: Property Name:Countyi BIN #: Address: unit Number:fBedrooms: PART II. HOUSEHOID @MPOSMOil Flrst Name to Date of Blrth IMM/DD/YYYY) F/I Student (clrcle one)Inittal of Household FT FT NAP Last 4 DlBIts of soclal Security No. FT / FTl NAP FTlFTINAP FTlFTINAP FflPflNAP FTlPT/NAP FT PTl NAP pAnr lll. GnossANr{uar lilcoilE {UsE AililuAr-AMouirE) HH MbrS (Al Employment {B) Soclel Securiw/Pensions (c) Publlc Asslstance (D) Other lncome 1OTAL5 $$ Total lncome lElr s PART IV. AssER PA*r lVA, lNcoME FRoM AsrErs - LEss THAil oR EquALro lupurEp !@E!Ju!!@ Total net value from Non-necessary Personal Property (NNPP), Real ProperW, and Federal Tax Refunds/Credits has been verified as lfssthan or €OUAL to the lmputed Income Limitation Enter Total of ACTUAT INCOME earned from all Assets {F}5 PART IVB. INmME FioM AssETs - GREATER THAN IMR'IED INoOME LIM'TAIIOI{ Total net velue from Non"necessary P€rsonal Property (NNPPI and Real Property has been verified as GRFArER than the lmputed lncome Limitation. HH Mbrf (G) Type of tuset (H) c/D 0) NNPP / R€al/ Til Relief (r) Cash Value ofAsset (Kl Nt (r) Enter Total lncome from all Assets lMl $ PaFT V. lorAr HousEl{oro lNcoMC Total Annual Household lncome from All Sources tAdd (E) + (F) On (El + (M)l $ HousEHoLD CERflHcAnoN & SrcirAruRE{sl lhe lnformatlon onthlsformwlll be usedtodetermln€ maxlmum lncomeellglblllty. l/wa have pbvlded foteach p€$on(!) setfonh ln Pan ll acceptableverifladloh of current anticipated annual insome. l/w agree to notify the landlord immediately upon any mmber of the houtehold movint out of the unit or any new member movlng in. l/we agre€ to notlry the landlord immedlately upon any member becomlng a full-tlme stud€nt. Under penaltles of Ferlury, l/we certlfy that the lnformatlon presented ln thls CertlflGtion ls true and accunte to th€ best of mv/our knowledte and bellef, The undeElgned funhe. undoritands that Frovldlngfalss r€pressntatlons hercln constltutes an act offnud. Fals€, mlsleadlnt or lncompl€te lnformatlon may result ln the termlnatlon ofthe lease a8reement. Signature Ddle Signoture Date Slgnature Dote 200611259v3 Date B-l Signature Tonant lncomo Csrtltlcatlon 12024) | Page 1 148 PARTVI. DETERMINAnON OF INCOME ETIGIEIUTY TOTAL ANNUALHOUSEHOLD INCOME FROM ALLSOURCES: $ From Part V. on PaBe 1 Current lncome Limit per Family Size: S Household lncome at Move-in: S Household size at Move-in: Designated lncome Restriction: RECERTIFIC.ATION ONLY: Designated lncome Limit x 140% (170% for Deep Rentskewing): 9 (Deslgndted lncome Limit: 20-50 ptopeftles use 50%; 4650 properties use 60%; Average lncome Test propefties use 60% for oll units whh income designations thot are 60% or lower dnd octuol unit designotion for units at 70%ond80%) Household is over income at recertification: I ves n llo I gox E 60% !mx Z zoN D toN I sox n gox n_% PARTVII. RENT Tenant Rent: $ -Utility Allowance: S -Rental Assistance: S _ Other non-optional / mandatory fees: S -Gross Rent for Unit (See lnstructions): S -lsthesourceof RentalAssistanceFederal? nves fl tlo unit Meets Rent Restriction at: E eox n zor n oox n sox ! aox E sor nzoY. n % lf No, what is the source of the assistance? _ HUD Housing Choice Voucher (HCv-tenant based) HUD Project-Based Voucher (PBV) USDA Section 521 Rental Assistance Program Other Federal Rental Assistance nnnt-t HUD Multi-Family Project-Based Rental Assistance (PBRA) HUD Section 8 Moderate Rehabilitation Public Housing Operating Subsidy HOME Tenant Based Rental Assistance (TBRA) PART VI I I. STUDENT STATUS Are all occupants Full-Time Students?lf Yes, enter Student Explanation* and attach documentation Student Explanation;1. TANFassistane2. Prevlourly in state foster €re system3. .,obTrainintProgram4. Slngle parenVdependent child5. Manied/iolnt return flves ! wo Enter 1-5: PANT IX. PROGRAM TYPE Mark the program(s) listed below (a. through e.) for which this household's unit will be counted toward the property's occupancy reouirements. Under each program marked, indicate the household's income status as established by this certification. a Housing Credit !b. HoME fl c, Tax-exempt Housine Bond fl d. National HTFn e.n See Part Vl above.Income Status:lncome Stotus:lncome stotus:lncome Stotus: E <50%AMG|n sooxauer < 80% AMG| ol** Untrn < 50% AMGI < 60% AMG| < 80% AMG| ol*r Utrn 3o%/Poverty Line < 50% AMGI ol* * D_%n_%I ol** r* Upon recertification, household was determined over-income {Ol) according to eligibility requirements of the program(s} marked above. Sr€rrrATURE oF owHrn/Rrrnesrnrarve Based on the representations herein and upcn the proofs and documentation .€quiEd io be submitted, the individual(s) named in Part ll of this Tenant lncome Certification is/are eligible under the proyisions of Section 42 ofthe lnternal Revenue Code, as amended, and the Land U5e Restriction Agr€ement (if applicable), to live in a unlt in thls Proiect. Ow n e t /re p r e s mto ti v e S i g n otu rc 200611259v3 Dote B-2 Tenant lnGome c€rtlftcatlon (20241 | Page 2 149 EXHIBIT C Certificate of Continuing Program Compliance 20 \ TO City of Falcon Heights, Minnesota Falcon Heights City Hall 2077 Larpenteur Avenue W Falcon Heights, MN 55113-5551 Attn: City Administrator and (Prior to the discharge of the respective Notes): Merchants Bank, National Association 3586 55th Street NW Rochester, MN 55901 Attn: Jarett Jones U.S. Bank National Association c/o U.S. Bancorp Community Development Corporatiqn 1307 Washington Avenue, Suite 300 Mail Code: SL MO RMCD St. Louis, MO 63103 Attn: Director of LIHTC Asset Management Re Multifamily Housing Revenue Notes (Fairway Commons Project) Series 2026 (the "Notes") The undersigned, an authorized representative for Fairway Commons, Limited Partnership, a Minnesota limited partnership (the "Owner"), hereby certifies, represents, and warrants that: l. The Owner owns the multifamily housing development located al1670 Larpenteur Avenue West in the City of Falcon Heights, Minnesota commonly known as Fairway Commons (the "Project"). 2. The undersigned and the Owner have read and are thoroughly familiar with the provisions of (l) the Regulatory Agreement, dated as of July 1, 2026 (the "Regulatory Agreement"), among the Owner, the City of Falcon Heights, Minnesota (the "Issuer"), Merchants Bank, National Association (the "Series 2026A Lender") and U.S. Bank National Association (the "Series 20268 Lender" and together with the Series 2026A Lender, the "Lenders"); and (2) the Loan Agreements related to the Notes, dated as of July 1,2026 (the "Loan Agreements"), between the Owner and the Issuer. The Regulatory Agreement was executed, delivered, and recorded against the Project in connection with the issuance ofthe Notes. Capitalized terms used herein that are not otherwise defined herein shall have the meanings provided in the Resulatorv Asreement."t 200611259v3 c-l 150 3. A review of the activities of the Owner and of the Owner's performance under the Regulatory Agreement and the Loan Agreements during the year ending has been made under the supervision ofthe undersigned. 4. The Project's Qualified Project Period commenced on 20_ (the date on which l0% of the Dwelling Units were occupied), and will end on the latest of: (i)20_ (the date which is 30 years after the date on which 50% of the Dwelling Units were occupied); (ii) the first day on which no tax-exempt private activity bond issued with respect to the Project is outstanding, or (iii) the date on which any assistance provided with respect to the Project under Section 8 of the United States Housing Act of 1937 terminates. 5. As of the date of this Certificate, the following percentages of completed Dwelling Units are (i) occupied by Low Income Tenants or (ii) currently vacant and being held available for occupancy by Low Income Tenants and have been so held continuously since the date a Low Income Tenant vacated such unit, as indicated: Occupied by Low Income Tenants % Units Nos._ Nos.Continuously held vacant for occupancy by Low _% Units Income Tenants Since last occupied by Low Income Tenants 6. At no time since the date of filing of the last Certificate of Continuing Program Compliance (or since the issuance of the Notes, if this is the first such certificate) has less than units representing 40%o of the completed units in the Project been occupied by or were last occupied or held for occupancy by Low Income Tenants. 7. As of the date of this Certificate, at least 40o/o of the Dwelling Units are (i) occupied by persons or families with Adjusted Income which does not exceed 60% of the Median Income for the Area adjusted for household size; or (ii) held vacant for occupancy for persons or families with Adjusted Income which does not exceed 600/o of the Median Income for the Area adjusted for household size. Dwelling Units occupied or held vacant for persons or families with Adjusted Income which does not exceed 600/o of the Median Income for the Area adjusted for household size include unit numbers 8. At all times since the date of filing of the last Certificate of Continuing Program Compliance the rent on at least 20o/o of the Dwelling Units has not exceeded the area fair market rents or exception fair market rents, as applicable, for existing housing as established from time to time by the United States Department of Housing and Urban Development. 9. To the knowledge of the undersigned, after due inquiry, all Dwelling Units were rented or available for rental on a continuous basis during the immediately preceding year to members of the general public, and the Owner is not now and has not been in default under the 200611259v3 c-2 151 terms of the Regulatory Agreement and, to the knowledge of the undersigned, no Determination of Taxability (as defined in the Loan Agreements) has occurred with respect to the Notes. 10. CHOOSE ONE: None/One or more of the Tenants in the Project are currently receiving assistance under Section 8 of the United States Housing Act of 1937. I l. Unless otherwise expressly provided herein or unless the context requires otherwise, the capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Regulatory Agreement. 12. The Owner has not transferred any interest in the Project since the date of submission of the Certificate of Continuing Program Compliance last submiffed to the Lenders and the Issuer with respect to the Project. (If the Owner has transferred any interest in the Project, such transfer should be detailed here.) Dated:20 F'AIRWAY COMMONS LIMITED PARTNERSHIP, a Minnesota limited partnership By: Falcon Heights Group LLC, a Minnesota limited liability company Its: General Partner By: Tyler Manning Its: Vice President and Secretary 200611259v3 c-3 152 ) ASSIGNMENT OF' MORTGAGE Date: July _,2026 FOR VALUABLE CONSIDERATION, the City of Falcon Heights, Minnesota, a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State of Minnesota, as assignor (the "Assignor"), hereby sells, assigns and transfers to Merchants Bank, National Association, a national banking association whose mailing address is 3586 55th Street NW, Rochester, Minnesota 55901, as assignee (the "Assignee"), the Assignor's interest in the Combination Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rents of even date herewith (the "Mortgage"), executed by Fairway Commons, Limited Partnership, a Minnesota limited partnership, as mortgagor, in favor of the Assignor, as mortgagee, which is being recorded concurrently with this Assignment in the Office of the Registrar of Titles of Ramsey County, Minnesota, against the property legally described in EXHIBIT A attached hereto, together with all right and interest in the obligations therein specified and the debt thereby secured. The Assignor covenants with the Assignee, its successors and assigns, that there is due and unpaid of the debt secured by the Mortgage the sum of $[ 8,000,000.00], with the interest thereon to July _,2026, and that Assignor has good right to sell, assign and transfer the same. This instrument was drafted by: Messerli & Kramer P.A. (MRJ) 50 South 6th Street, Suite 2300 Minneapolis, MN 55402 (612) 672-3600 Error! Unknown document property name,153 CITY OF FALCON HEIGHTS, MINNESOTA Gustafson Its Mayor By Jack Linehan Its City Administrator STATE OF MINNESOTA COUNTY OF RAMSEY The foregoing instrument was acknowledged before me this _ day of 2026, by Randy Gustafson, the Mayor of the City of Falcon Heights, Minnesota, a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State of Minnesota, on behalf of the Assignor. Notary Public STATE OF MINNESOTA COLTNTY OF RAMSEY The foregoing instrument was acknowledged before me this _ day of 2026,by Jack Linehan, the City Administrator ofthe City of Falcon Heights, Minnesota, a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State of Minnesota, on behalf of the Assignor. Notary Public ) ) ) SS ) ) ) SS s-1 154 EXHIBIT A LEGAL DESCRIPTION lTo BE TNSERTEDI A-1 155 BLANK PAGE 156 FNLEOII IIEIEIITS THE CITY THAT SOARS REQUEST FOR COUNCIL ACTION Meeting Date Jsne22,2026 Agenda Item Public Hearing F-2 Attachment Resolution, Presentation Submitted By Erik Henricksen, City Engineer Item Public Hearing and Approve Resolution Approving the Vacation of Storm Sewer Easement at1.670 Larpenteur Avenue (Fairway Commons) Description The City Council is requested to consider the vacation of a Storm Sewer Easement located at'1,670 Larpenteur Avenue. The easement was originally established by Document Number 2186355, recorded in the Office of the Ramsey County Recorder on September 25,2012. On April 8,2026, the City Council approved the Fairway Commons Planned Unit Development Amendment (the "Development"), which requires relocation of the existing public storm sewer infrastructure currently located within the easement area. As a requirement of the approved Development, the storm sewer will be relocated, and a new Public Drainage and Utility Easement will be granted and recorded over the relocated infrastrucfure prior to construction. The existing Storm Sewer Easement is proposed to be vacated in its entirety, as it is no longer needed for public drainage and utility purposes following the relocation of the storm sewer facilities. The developer is working with Ramsey County for the vacation of their portion of the Storm Easement. The replacement easement will preserve necessary public access and maintenance rights for the relocated infrastrucfure. Staff notes that the proposed vacation is consistent with the approved Development and ensures continued protection of public utility infrastructure through the establishment of a replacement easement in a new location. Budget Impact Aside from costs related to filing the vacations with Ramsey County, publishing the public notices, and the mailings to notify surrounding property owners, there are no direct costs to the City to vacate public easements. Attachment(s)Resolution, Presentation Action(s) Requested Consider approval of Resolution26-55 Approving the Vacation of Storm Sewer Easement at'J.67 0 Larpenteur Avenue Families, Fields and Fair 157 BLANK PAGE 162 6/rL/2O26 3:52 PM PACKET: 035?1 lTune 11 Payables vENDoR sET: 01 city of Falcon Heights SEQUENCE : AIPHABE?IC DUE TOIT'ROM ACCOUNTS SUPPRESSED A/P Regu].ar Open Itil Regiater PAGE: 1 ------ACCOUNT I.IAME------ DISTRIBUTION --------rD-------- POST DATE BANK CODE .--------DESCRIPTION---------GROSS DISCOUNT P.O. # G/L ACCOUNT 9OO BEISSIIENGERS T-4346 Parks SupplieE 6/77/2026 APBNK DUE: 6/Lt/2O26 Dlsct 6/LL/2O26 Chainsaw sharpening & supp].i.es 1099: N 101 4141-70100-000 SUPPLTES 68.95 68.96 r-4390 6/LL/2025 APBNK Parks Maintenance supplies DUE: 6/Lt/2O26 DIsc: 6/LL/2O26 Parks Maintenance Supp].ieg =: VENDOR TOTAJ,S =: 1099: N 101 4141-70100-000 SUPPLTES s3.98 L22.94 53.98 01.05380 BERGANKDV I-L287924 Audit 2025 Biuing 6/LL/2O26 APBNK DUE: 6/Lt/2O26 Drsc: 6/LL/2O26 Audit 2025 BiUing =: VENDOR TOTAIS =: 15,450 . 00 15,4s0 . 00 1099: N 101 4113-80310-000 ATJDTT 1s, 450 . 00 01-00875 BHE COMMUNTTY SOIAR, r,lc r-L227L780 6/LL/2026 -APEINK Solar Garden Elect April DUE: 6/Ll/2026 Dlsct 6/LL/2026 Solar Garden Elect April =: VENDOR TOTALS =: 1099: N 101 4137-85025-000 SOT,AR ELECTRTC 24L.50 24L.50 24L.50 01-03110 CENTT'RY LINK I-202606LL9424 6/LL/2026 APBNK Lift station Auto Dialer ,June DUE: 6/LL/2O26 DIsc: 6/IL/2026 Lift Station Auto Dialer .tune 79.85 79.86 1099: N 601 4601.85011-OOO TELEPHONE - IANDI,INE 79.86 =: VENDOR TOTAIS =: CINTAS CORPOFATION r-426828L726 6/LL/2O25 APBNK tr'loor Mats Svc 5,/6 DUE: 6/LL/2O26 Dlsct 6/Lr/2O25 Floor Mate Svc 5,/5 r22.L9 1099: N 101 4131-87010-OOO CITY HALL }dAINTENANCE L22.L9 T-4269763L9L Ftoor Mats Swc 5/2O 6/LL/2O26 APBNX DUE: 6/Lr/2O26 DISC: 6/LL/2O26 Floor Mats Swc 5/2O =: VENDOR tOTAIS =: 1099: N 101 4131-87010-000 CITY EAIL LAINTENANCE L22.t9 244 .38 122.L9 163 6/rr/2026 3:52 PM PACKET: 03571 .tune 11 Paya.bles vENDoR sET: 01 City of Falcon Heights SEQUENCE : AI,PEABETIC DI'E TOIFRO{ ACCOUNTS SUPPRESSED A/P Reqular Open ltm Registe!PAGE: 2 ---.--ACCOUNT NAME------ DISTRIBUTION --------rD-------- POST DATE BANK CODE ----.----DESCRIPTION--------- GROSS DISCOI'NT P.O. * G/]" ACCOUNT 90 CITY OF ROSEVILLE I-2427A3 trngineering Apri]. - GeneraL 6/Lt/2026 APBNK DUE: 6/LL/2O26 DIsc: 6/!L/2O26 Engineering April - General =: VENDOR TOTAIS =: 1099: N 101 4133-80100-000 ENGTMERTNG SERVTCES 3,2L6.OO 3 ,2L6.O0 3 ,2L6 .0O OL-O3T22 CITY OF ST PAI'I, r-rN65333 6/LL/2026 APBNK Asphalt Mix - 11 DUE: 6/Ll/2026 DIsct 6/Lt/2026 Agphalt ltix - 11 =: VENDOR TOTAIS =: 1099: N 101 4132-75OOO-OOO'BITUMINOUS PATCHING 962.43 962 .43 962 .43 01-05235 .'A{-PRO CLEANING SYSTEI'IS r-L44640 6/L7/2O26 APBNK ,tanitorial Seryice .tune DUE: 6/7L/2O26 DIsc: 6/II/2026 Janitorial seffice June =: VENDOR TOTAIS =: 550.00 550 . 00 1O99: N 1O1 4131-87010-OOO CITY HALtr. IAINTENATICE sso.00 01-05058 .tosH JoRDAr.l r-202606tr9425 6/LL/2O26 APBNK Tae Kwon Do Instructor DIrE: 6/11/2026 DTSCT 6/LL/2O26 Tae Kwon Do Instructor =: VENDOR TOTAIS =: 51 .20 57.20 1099: Y 201 4201-87700-000 TNSTRUCTOR-SPECTATTY Cr,A 57.20 01.05993 KERN INNDSCAPE RESOURCES r-5908862 5/LL/2026 APBNK 6/LL/2026 210.00 210 . 00 Brush Di-sposal DI,E: 6/LL/2026 DISC Blush Dispoeal =: VENDOR ToTALS =: 1099: N 101 4134-84010-000 TREE TRrrrMrNG 210 . 00 01-05856 JACK LINEHAN I-2O26O6LL9425 Telephone Reinburs@nt ,tune 6/LL/2O26 APBNK DUE: 6/tL/2A26 DIsc: 6/LL/2O26 Telephone Reinburs@nt,tune =: VENDOR TOTAIS =: 1099: N 601 4501-85015-000 CELL PHONE 60.00 60.00 60.00 164 6/Ir/2026 3:52 *t PACKET: 03571 June 11 Payables VENDOR SET: 01 City of Falcon Heights SEQITENCE : AIPSABETIC DUE TOIFRo}{ ACCOIJNTS SUPPRESSED A/P Regular Open Its Register PAGE: 3 ------ACCOUNT NAI{E------ DISTRIBUTION --------rD-------- POST DATE BANK CODE ---------DESCRIPTION--------- GROSS DISCOUNT P.O. # G/I, ACCOI'NT 908 METRO-INET r-3522 6/Lr/2O26 APBNK .tuna IT DUEr 6/LL/2026 DIsc ,tune IT =: VENDOR TOTAIS =: 6/rL/2026 4,938.00 4,938.00 1099: N 101 4116-85070-000 TECHNTCAT. SUPPORT d,938.00 01-05939 MN DEPARII.{ENT OF IIEALTE - ENVI r-1133556 6/LL/2026 APBNK 2026 Statewide gospita].ity Fe DUE: 6/LL/2O26 Dlsct 6/Lr/2026 2025 Statewide Hospitality Eee =: VENDOR TOTAIS =: 1099: N 101 4112-89000-000 MTSCELTAMOUS 50.00 50.00 50.00 01-05991 NEW LOOK CONTRACTTNG, INC r-202606L!9427 6/LL/2O26 APBNK Cmunity Park Pay Request #3 DUE: 6/tL/2O26 DTSC: 6/rL/2026 comunity Palk Pay Request #3 =: VENDOR TOTAIS =: 162,804 . 35 152,804 . 35 1099: N 403 4403-91500-000 CO4MIJNITY PARK IAND/BUIL L62,804 .35 01-06053 O'REII,LY AUTO PARTS r-1 79 9-1 1154 4 6/LL/2O25 APBNK Z Turn Oil DUE: 5/LL/2026 DT.SCI Z Turn Oil 35. 97 6/\L/2025 1099: N 101 4141-74000-000 MOTOR IUEL e TUBRTCA}ITS 35 .97 r-3243-L20767 6/rL/2O25 APBNK z Turn Air Eiltels DUE: 5/LL/2O26 DI9C Z Turn Air FiIterE : VENDOR TOTAI,S =: 6/LL/2026 55.18 92.L5 1099: N 101 4141-70100-000 SUPPLTES 56.18 6024 ON SITE SAI:.IITATION r-2079795 6/LL/2026 Portable Toi].et Com Park DIJE: 6/7L/2Q26 Dlsct 6/Lt/2025 Portab].e Toilet Com Park 1099: N 601 4601-85080-000 PORTABLE TOILET PARKS 260.00 ,APBNK 260.00 t-207 97 96 6/Lt/2O26 APBNK Portable Toilet Grove DIrE: 6/L!/2O25 DISI: 6/LL/2O26 Portable Toi-let Grove 165.00 1099: N 601 4601-85080-000 PORTABI,E TOILET PARKS r6s.00 r-2079797 6/LL/2026 APBNK Portab].e Toi-let Curtiss Field DUE: 6/LL/2026 DIsc: 6/LL/2O26 Portable Toilet, Curtiss Fi-e1d =: VENDOR TOTAIS =: 260.00 585. O0 1099: N 601 4501-85080-OOO PORTABI,E TOILET PARKS 250.00 165 6/L!/2O26 3:s2 PM PACKET: 03571 ,fune 11 Payables vENDoR sET: 01 city of, Falcon Heights SEQUENCE : AIPHABETIC DI'E TOIFROI,{ ACCOUNTS SUPPRTSSED A/P Regutar open Itm Register PAGE: 4 ------ACCOUNT NAME------ DTSTRIBUTION ________rD________ POST DATE BANK CODE ---------DESCR]PTION--------- GROSS DISCOT'NT P.O. # G/L ACCOI'NT 7O XCEL ENERGY r - 9802 9954 4 6/LL/2O25 APEr.rK Electricity DtE: 6/LL/2026 DISg: 6/LL/2026 Electrici-ty 13.88 1099: N 209 4209-85020-OOO STREET I,IGHTING POWER 13.88 r-9ao302270 6/!7/2026 Electricity DUE: 6/7L/2O26 DI9C Elect!icity 44 -].]. APBNK 6/LL/2026 1099; N 209 4209-85O2O.OOO STREET IIGHTING POIiIR 44.tt r-980 3334 1 9 6/rL/2026 Electricity DUE: 6/LL/2O26 Dlscz 6/tL/2026 E].ectricity 21.43 APBNK 1099; N 101 4141-85020-000 ELECIRIC/GAS 27 .43 r-980495167 Electricity 6/LL/2O26 APBNK DUE: 6/LL/2o26 DISC: 6/LL/2O26 E].ectricity 1099: N 209 4209-85O2O.OOO STRIET LIGHTING POWER L4 .47 14 .47 r - 9804 95730 6/LL/2026 Electricity DUE: 6/L!/2O26 DIsc Electricity 2,47O.OO APBNK 6/L7/2026 1099: N 209 4209-85020-000 STREET LIGHTING POI{ER 2,47O .OO r - 98051 6402 6/Lr/2026 APT}NK EIect!ici.ty DUE: 6/Ll/2O26 DIsc: 6/IL/2O26 Elect!icity 1099: N 209 4209-85020-OOO STREET LIGIITING POIIER 61.26 2 ,63L .L5 L92,3AA .96 6L.26 =: VENDOR TOTAIS =: =: PACKE1 TOTALS =: 166 6/L7/2026 9:49 Al'I PACKET: 03573 ,fune 17 Payables VENDOR SET: 01 City of Falcon Heights SEQUENCE : AIPHABETIC DUE TOIFROM ACCOT'NTS SUPPRESSED A/P Regular open Itfl RegisLer PAGE: 1 ------ACCOI'NT NAME------ DISTRIBUTION --------rD-------- POST DATE BANK CODE ---------DESCRIPTION--------- GROSS DISCOUNT P.O. # G/L ACCOI'NT 03001 CAI''IPBELI, KNUTSON r-34 3 6/t7 /2026 APBNK May Legal Matters DUE: 6/L7/2026 DIsc: 5/L7/2026 May General Legal Matters May Failway Comns Legal =: VENDOR TOTAI-S =: 1099: Y 101 4114-80200-000 430 4430-81900-000 LEGAL FEES OTHER PROFESSIONAI SERVI 1,839.80 1 ,839 . 80 L, ALs.40 424 .40 01-03110 CENTI'RY LINK T-202606L79424 6/L7/2026 APBNK Landline svc May DUE: 6/L7/2026 DIS3: 5/L7/2026 I,andline Svc May =: VENDOR TOTALS =: '13.t4 73.14 1099: N 101 4141-85011-000 TELEPHOM - IANDLINE 73.L4 01-05955 CTVTCPLUS LLC r-370649 6/L7 /2026 APBNK webaite Redesign and llosting DIjE: 6/L7/2026 DISC: 6/L7/2026 webEite Redesj-gn and Ilosting =: VENDOR TOTAIS : 1099: N 101 4116-85060-000 WEBSTTE 11,502.50 11,602.50 11,502. s0 01-03583 DELL IT'IARKETING L.P I-]-0475204422 Laptop and Dock 6/L7/2026 APBNK DUE: 6/L'7/2025 Dlsct 6/L7/2026 Laptop and Dock t , 467 .54 1099: N 401 4401-90100-000 F'URNTTLRE & EQUTPME}{T L , 467 .54 r-Lo8754L34676/L7/2026 APBNK Po].ice - Complter DUE: 6/17/2026 DISC Police - Computer 873.85 6/L7 /2026 1099: N 4O2 4402-97000-000 T4ACHTNERY & EQUTPMENT 873.8s =: VENDOR TOTAIS =: 01-05032 FOREST IAKE CONTR,rcTING INC 2,34L.39 r-7 449 6/11/2026 APBNK Comuity Park Fixture Repaj-! DI,E: 6/L7/2026 DIsc: 6/L7/2026 comunity Park Fixture Repair =: VEIIDOR TOTATS =- 492.46 492.86 1099: N 101 4141-87120-000 FACTLTTTES & GROITND I'AIN 492.86 167 6/17/2026 9:49 AI'1 PACKET: 03573 ,June 17 Payablee vENDoR sET: 01 cj-ty of, Falcon Heightg SEQTENCE : ALPHABETTC DT'E TOIFROM ACCOT'NTS SUPPRESSED A/P Regular Open Its Registe!PAGE: 2 ------ACCOI'NT NAME---.-- DISTRIBUTTON --------rD-------- POST DATE BANK CODE -----.---DESCRIPTION--------- GROSS DISCOT]NT P.O. # G/L ACCOUNT 93 KERN IANDSCAPE RESOURCES r-5 908 90s 6/r7 /2026 Sod & Soil Disposal DI,E: 5/L7/2026 DTSC: 6/17/2026 Sod 6 Soil DisposaL 1099: N 101 4132-87010-000 BOUT,EVARD InTNTENANCE 15.00 APE}NK 15.00 r-5 90 9054 6/L7/2026 APEI{K Brush Disposal DUE: 6/L7/2026 DISCT 6/L7/2026 Blush Disposal =: \IENDOR TOTAIS =: 35.00 50.00 1099: N 101 4134-84010-000 TREE TRIMMING 35.00 01-05856 ,]ACK LTNEHAN r-202606L',194296/U/2026 APBNK ICI-IA Conference Reinburs@nt DUE: 6/L7/2026 DrSc: 6/L7/2026 Icl'rA conference Reinburssent =: VENDOR TOTALS =: 915 . 00 915.00 1099: N 101 4 112-8 6100-000 CONFERENCES/EDUCATTON/AS 915 . 00 01-05440 roFFr,ER COMPAITTES, rNC I-42!AAO62 5/L7 /2026 APB$IK Maj-I Systm Charge DI'E: 6/L7/2026 DISC: 6/L'l/2026 MaiJ- Systm Charge =: VENDOR TOTAJ-S =: 159 .50 159.50 1099: N 101 4112-87OOO-OOO REPAIR OFFICE EQUIPMENT 159.50 01-05843 MN NCPERS LIFE INSURANCE r-4544000720266/17/2026 APBNK Life Insurance 6/17/2026 DISC: !ife Insurance Life Insurance Life Insurance Lif,e Insurance ,fuJ.y DUE: ,fuIy .Iu1y ,fuIy 'tuIy 6/r7 /2026 95.00 95.00 1099: N 101 21709-000 204 2L709-OOO 501 21709-000 602 2L'tO9-000 OTHER PAYAB',E OTBTR PAYAAI,E OTHNR PAYABIE OTHER PAYABIE 63.84 1.60 22.s6 8.00 =: VENDOR TOTAIS =: 01-05273 MN PUBLIC EMPIOYEES INSI'RANCE r -1 541537 6/r't /2026 APET{K ,tu1y Health & Dental Insuranc DUE: 6/L7/2026 Dtsc: 6/L7/2026 .fu1y Health & Dental Insurance : VENDOR TOTAIS =: 1099: N 101 4112-89000-000 MTSCETJ,ANEOUS 15,3r5.72 !5,3t5.72 Ls,3L5.'t2 168 6/L7/2026 9:49 Al'1 PACKET: 03573 'tune 17 Payables VENDOR SET; 01 City of Falcon Heights SEQIJENCE : AJ,PHABETIC DUE TOIFROM ACCOI]NTS SUPPRESSED A/P Regular Open Its Register PAGE: 3 ------ACCOUNT IiIAI,4E------ DISTRIBUTION - - - - - - - - rD - - - - - - - - POST DATE BA}IK CODE ---------DESCRIPTION--------. GROSS DISCOIJNT P.O. * G/L ACCOUNT 6185 RAI''SEY COI'NTY r-PRRRV-0042 98 6/L7 /2026 APBNK 2026 Annual Voting Syst4 -,tPDUE: 5/17/2026 DIsct 6/f7/2026 2026 Annual voting Systa -,tPA =: VENDOR TOTAIS =: 2 ,541 . 00 2,54L.00 1099: N 101 4115-80350-000 ACCtryOTE VOTTNG SERVTCE 2,54L .OO 01-06184 RAIII;EY COUNTY _ POLICE AND 911 r-Er,rcoM-013455 6/L7 /2026 APBNK CAD Seryices May DUE: 6/L7/2026 DIsc: 6/L7/2026 CAD Seryices May 420.84 1099: N 101 4122-81200-000 911 DTSPATCH FEES 420.44 I-EMCOM-013472 6/L7/2026 APBNK 911 Dispatch seryices May DUE: 6/t1/2026 DIsc: 6/t7/2026 911 Dj.spatch Seryj.ces May =: VENDOR TOtAIS =: 3 ,492.79 3, 913 . 03 1099: N 101 4122-81200-000 911 DTSPATCH FEES 3 ,492.L9 01-06483 SENTRY SYSTEMS, rNC I-811581 Corercial Monitoring 7/f-9/3 6/17/2026 APBNK DUEr 6/t7/2026 DrSc: 6/L7/2026 corerciat Monitoring 7 /1-9 / 30 =: VENDOR TOTAIS =: 1099: N 101 4131-87100-000 pAl'lrc BUTTON SECURTTY 94.50 94.50 94 .50 01-06020 THE HARTFORD r-L7't 70LO3867!I 6/77/2026 APBNK ,tune Lm Ingurance DUE: 6/17/2026 DISC ilune LTD Insurance =: VENDOR TOTAI,S =: 6/r7 /2026 95.38 95.38 1099: N 101 4112-89000-000 MTSCETTANEOUS 9s.38 ,lo5B ?o XCEL ENERGY r- 980 319 602 6/L't /2026 Electricj-ty DUE: 6/t7/2026 DLsc: 6/L'r/2025Electricity 1099: N 209 4209-85020-OOO STREEf LIGHTING POVTER t2.20 APBNK 72.20 r-980380 40 7 6/L7 /2025 E].ectricity DUE: 6/L7/2Q25 Dtsc: 6/L7/2026 Electricity 1099: N 209 4209-85020-OOO STREET LIGHTING POIJER 29.93 APBNK 29.93 r- 9804 18 614 6/L7 /2026 E].ectricity DIjE: 6/L7/2026 DISC: 6/17/2026 E].ectricity 1099: N 209 4209-85020-OOO STREET LIGHTING POI{ER 5s.58 APBNK 55.68 169 6/17/2026 9:49 All PACKET: 03573 .tune 17 Payableg vENDoR sET: 01 City of Fa1con Heights SEQUENCE : AI,PHABEEIC DUE TOIFROM ACCOUNTS SUPPRESSED A/P Reqular open Its Register PAGE: 4 ------ACCOI'NT MME------ DISTRIBUTION --------rD-------- POST DATE BANK CODE ---------DESCRIPTION--------- GROSS DISCOUNT P.O. # G/L ACCOI'NT 5870 XCEL ENERGY ( ** CoNTINUED ** ) r - 98051364 8 6/!7 /2026 E].ec!ricity APBNK DUE: 6/17/2026 DLsc: 6/L't/2025 ELectricity 1099: N 101 4141-85020-000 ET.ECTRTC/GAS 20.93 20.93 r-98054 8751 6/L7/2026 APBNK Elect!icity DUE: 6/L7/2026 DISC; 6/L7/2026 EIect!icity 51.02 1099: N 209 4209-85020-000 STREET IIGHTING POI{ER st.o2 r-980575485 6/L7 /2026 Electricity DIjE: 6/L7/2026 DTSC EJ.ectricity 65.26 APBNK 6/r7 /2026 1099: N 209 4209-85020-000 STREET LTGHTTNG POWER 65.26 r-980636886 6/77 /2026 E].ectricity DUE: 6/L'l/2026 DISC EJ.ectricity 76 -72 APBNK 6/L7 /2026 1099: N 209 4209-85020-000 STREET LIGHTING POWER 76.72 r-98067 4042 6/L7/2026 APBNK 6/17 /2025 DISC: 6/L7 /2026 Gas DI'E I Gag 97 .L6 1099: N 101 4131-85030-000 NATURAL GAS 97 .16 I-980685705 Electli-cj-ty 6/L7/2026 APE$IK DUE: 6/t7/2026 DLsc: 6/L7/2026 EIect!icity 31.00 1099: N 101 4141-85020-000 ET,ECTRTC/GAS 31.00 T.-9407234'15 6/L'7 /2026 E].ectricity DUE: 6/L7/2026 DISC Electricity 30.31 APBNK 6lL',t /2026 1099: N 101 4121-8s020-000 ErrcrRrc 30.31 r-94o727505 6/17 /2026 Electricity DUE: 6/I7/2026 DIsc: 6/L7/2026 Electricity 1099: N 209 4209-85020-OOO STREET LIGHTING POI{ER 38.03 API}NK 38.03 \ I r-980?85942 6/17/2026 APBNK E].ectrici.ty DUE: 6/r7/2026 DTsc: 5/L7/2026 E].ectricity =: VENDOR TOTALS =: =: PACKET TOTALS =: 67 .8'1 575.11 40,10s.93 1099: N 209 4209-85020-000 STREET I,IGHTING POWER 67 .47 170 BLANK PAGE 171 ITEM FOR DISCUSSION FNLEOII 'IEIEIIT'THE CITY THAT SOARS Meeting Date June22,2026 Agenda Item Consent G2 Attachment Resolution 26-56 Submitted By Tack Linehan, CiW Administrator Item Approval of the City of Falcon Heights' Application to the 2026 Regional Active Transportation Planning Grant Program Description The Regional Active Transportation Planning Grant Program provides funding for corhmunities to develop comprehensive nonmotorized transportation plans that identify and prioritize future investments in walking, biking, and rolling. Funded plans help cities become eligible for future regional active transportation infrastructure funding and support regional goals around safety, sustainability, and equitable mobility. The Active Transportation Planning category supports planning efforts that:. Establish a clear framework to identify infrastrucfure gaps, safety needs, and project priorities.. Strengthen multimodal connections to key destinations. . Support Complete Streets planning, design, and implementation. . Advance corununity engagement and equitable access to transportation options. The City of Falcon Heights intends to submit an application for this program to fund the development of a citywide Active Transportation Plan. The planning effort - described in detail in the attached draft application - will focus on major corridors such as Snelling, Larpenteur, Cleveland, and Roselawn Avenues, along with neighborhood connections to parks, schools, transit routes, and the University of Minnesota. The plan will build on the 2040 Comprehensive Plan, the 2025 Chmate Action Plan, Ramsey County corridor initiatives, and emerging transportation needs identified by residents. Key goals of the planning effort include:. Identifying and prioritizing future multimodal transportation projects. . Improving safe connections across major barriers such as Snelling and Larpenteur Avenues.. Advancing Complete Streets design and transit access improvements.. Addressing known safety issues through analysis, design strategies, and community-informed solutions. . Conducting meaningful and inclusive community engagement to guide proiect priorities. City of Falcon Heights, Minnesota 172 ) regional agencies' plan futurelnreferencedtdocumenanasguidingadoptedSCTVCwillfinalThewithandpstions,partnershiaantpplicagrplanning,ca improvementpital totconsultanaofthehiringsutopportto$5o,ooointendsrequestThecity this studycomplete Budget ImPact Planning Grant APPlication a Active TransPortatronApplication for theResolution 26-56 Authorizings of andAction(s) Requested ) 173 I ACTIVE TRANSPORTATION PLAN NING Prioritizing Griteria and Measures 2050 TPP Goal: Our region is dynamic and resilient 2050 TPP Objectives or Policies:. People have better travel options beyond driving alone to meet their daily needs, with a focus on improving travel tinres, reliability, directness, and affordability.. People do not die or face life-changing injuries when using any form of transportation. . People can increase physical activity with more opportunities to walk, roll, or bike. Category Definition: The Active Transportation Planning application caiegory intends to help communities establish plans to identify and prioritize future investments in active transportation atrd ensure eligibility for future active transportatron infrastructure funding. Scorin Selected projects in this category will receive regional active transportation sales tax funding, and as such, project selection must be based on: 1. Project's inclusion in a municipal or regional nonmotorized transportation system plan (see qualifying requirements).2. Extent to which policies or practices of the political subdivision encourage and promote Compleie Streets planning, design, and construction (see criterion 1B). 3. Extent to which the project supports connections between communities and to key destinations within a community (see criterion 1A).4. ldentified barriers or deficiencies irr the nonmotorized transportation system (see criterion 1A).5. ldentified safety or health benefits (see criterion 2). 6. Geographic equity irr project benefits, with an emphasis on communities that are historically and currently underrepresented in local or regional planning (see criterion 3; project selection will also consider geographic equity). 7. Ability of a grantee to maintain the active transportation infrastructure followlng project completion (see qualifying requirenrents). The qualifying and scoring criieria for this category are designed to identify planning projects that will address these requirements. 1. Proposed Planning Effort Measure A - Project identification (irrclucling connection to key destinations; gaps, barriers, or deficiencies addressed) Measure B - Complete Streets planning, design, and construction 50 4A 10 2. Safety Measure A - Safety improvements for people outside of vehicles 30 30 3. Community Considerations Measure A - Communitv Considerations 20 Total 100 Criteria and Measures % 174 l Active T'ranspodation Planning Examples of Eligible Projects Please note that this list is not exhaustive and is intended only to provide examples. For questions regarding project eligibility, see the qualifying requirements for this application category and contact the Metropolitan Courtcil . Active transportation plans. Pedestrian systenr plans. Bicycle system plans. Safe Routes to School plans. Compreherrsive planning support. Small area/neighborhood active transportation pians. Otlrer systems-level plans related to active transportation Application Criteria and Measures 1. Proposed Planning Effort This criterion measures the project's ability to help the community fulfill the eligibility requirements for infrastructure funds by developing and adopting a nonmotorized plan that includes identified future rnfrastructure prolects. A. Project ldentification (including connection to key destinations; gaps, barriers, or deficiencies addressed) Please provide a written response (600 vvords or less) that details the desired work plan and approach for the proposed planning effort. lrr your response, please provide ihe following information: . ldentify the proposed study area, ihe agency that will approve or adopt the plan, how the applicant will utilize the plan once adopted. Horirr the proposed plan will identify future active transporlaiion projects for impiementation.. How the proposed plan will support connections between communities and to key destinations within the community.. How the proposed plarr will identify ancl address barriers or deficiencies in the nonmotorized transportation system. Scoring Guidance Corrsider the irrformation and narratrve provided by ihe applicant and rate projects based on the benchrnarks provided below. Projects may score at any point along the scale i:ased on their performance against the stated criteria. . High: The highest rated projects in ihis measlrre will provide a well thought-out project approach that addresses all the required information. lt is clear this project will lead to a final document that will promote a safe, accessible active transporlation system for users rrf all ages and abilities.. Medium-High. Medium: N/id-range projects in this measure may provide fewer details or speak in rnore generalities about the desired outcomes of the project. These responses may address some but not all, of the required information.. Medium-Low 2; ,- ': I ,'; 175 .\ Active Transportatron Planning Low: Low-rated projects will provide few details about the project approach and may not provide all the required information. Non-responsiveiNot relevant: Projects that do not adequately address any of the required informatron beyond identifying the study area and agency should receive zero points The proposed planning effort will focus on the entire City of Falcon Heights, with a particular emphasis on major corridors such as Snelling Avenue, Larpenteur Avenue, Roselawn Avenue, and Cleveland Avenue, as well as the connections between residential neighborhoods and key destinations. The Planning Commission and the Environment Commission will serve as the primary advisory bodies, with final approval by the Falcon Heights City Council. Once.adopted, the plan will serve as a guiding document for prioritizing capital improvements, pursuing grants, and coordinating with regional partners, including Ramsey County, Saint Paul, Roseville, Lauderdale, and Metro Transit. lt will feed in to future transportation planning efforts, such as Ramsey County's Larpenteur Corridor Plan and the City's 2050 lmagine Comprehensive Plan. This planning effort will provide a framework for identifying future active transportation projects. The work will map current facilities, analyze gaps, and prioritize potential investments based on safety, connectivity, equity, and alignment with community goals. The 2040 Comprehensive Plan identifies walkability, multimodal access, and improved connections across jurisdictional boundaries as core transportation goals; this plan will serve as the next step in operationalizing those goals by developing a prioritized list of projects and corridors where improvements will have the greatest impact. Similarly, the 2025 Climate Action Plan encourages multimodal streets, emissions reductions, and improving access to transit. The proposed planning effort will expand on these commitments by identifying infrastructure and programmatic actions needed to encourage more short trips by walking, biking, and rolling. The plan will substantially improve connections both within Falcon Heights and to the broader region. Although many local streets are quiet and comfortable for people walking and biking, movement between neighborhoods is limited by several significant barriers. Snelling Avenue and Larpenteur Avenue carry high volumes of vehicle traffic, lack continuous safe pedestrian and bicycle infrastructure, and make it difficult for residents to travel safely to parks, schools, the University of Minnesota, bus routes, restaurants, and other neighborhood amenities. The State Fairgrounds further limit east-west travel for much of the year. The plan will evaluate these barriers and design strategies to improve access across them, including enhanced crossings, separated facilities, and new connections to regionaltrail systems on Como, Fairview, Cleveland, and Roselawn Avenues, and the Gateway Trail and Transitway corridors. The planning process will identify deficiencies by documenting existing conditions, conducting community engagement, and working with regional partners to assess future opportunities. Attention will be given to neighborhoods that currently lack safe access to transit routes such as the A Line on Snelling or Route 6'1 on Larpenteur, as well as intersections and segments where sidewalk width, pavement condition, or missing curb ramps impede access for seniors, people using mobility devices, and families. This approach supports the Comprehensive Plan's goals for equitable mobility and the Climate Action Plan's commitment to safe, low-carbon transportation choices. By developing a coordinated list of needed projects, the plan will prepare Falcon Heights for future implementation and funding opportunities. 3|i:'.:.1,: 176 Active Transportation Plann ing B. Complete Streets Planning, Design, and Construction One of tlre goals of the regional active trarrsportation sales iax funding is for agerrcies to promote and support Complete Streets pianning and design. Please provide a written response (400 words or less) outlining how the plan will encourage or promote a Complete $treets approach to pianning, design and construction. ln your response, please outline the community's current policy and practices (if appiicable), or detail how the plan will aid in the improvemerrt of Complete Streets practices in the community. Please outline any specific desired outcomes from the planning process tha{ wot-ild promote Complete Streets practices (such as an adopted Complete Streets policy, desigtt guidelines, etc.). Scoring Guidance Consider the infornration and narrative provided by the applicant and rate projects based on the benchmarks provided below. Projects may score at any point along the scale based on their performance against the stated criteria. r High: The highest rated projects in this measure will provide a clearly thought-out approach to using the planning efforts to promote or improve Complete Streets practices within the agency. Medium-High. Medium: Mid-range projects may lack specifics or may provide only general examples of how the agency will incorporate Complete Streets.. Medium-Low. Low: Projects that provide minirnal details should receive a low rating for this measure.. Non-responsive/Not relevant: Projects that do not have a Complete Streets policy and make no attempt to follow Complete Streets principles should receive zero points. The proposed plan will encourage a Complete Streets approach by evaluating all major corridors and neighborhood connectors through the lens of safety, comfort, and access for all users, regardless of age or ability. ln alignment with regional guidance and the City's 2040 Comprehensive Plan, the planning process will assess how each roadway functions today and what improvements are needed to support walking, biking, rolling, transit use, freight movement, emergency access, and general traffic. The goal is not to apply a uniform template to every street but to ensure that each corridor appropriately accommodates the people who use it, consistent with its needs and function. Public transit access will be an important element. Snelling Avenue and Larpenteur Avenue carry key Metro Transit routes, including the A Line and Route 61, which already accommodate bicycles using on-board racks and provide kneeling features for riders with mobility challenges. However, many bus stops in Falcon Heights are difficult to reach safely due to sidewalk gaps, narrow or uneven pavement, and limited crossings. The planning effort will identify where improvements such as enhanced pedestrian crossings, traffic calming, improved bus stop design, or protected bike facilities would meaningfully expand access to transit. The Complete Streets lens will also elevate needs for seniors, residents with limited mobility, and families with children. Falcon Heights has significant senior housing near Snelling Avenue, where crossing opportunities and sidewalk conditions create real barriers to accessing nearby parks, transit, and amenities. Similar challenges occur at Roselawn Avenue near Community Park and along Cleveland Avenue near the Elizabeth Lyle Robbie Stadium entrance, where a pedestrian was struck 4{i:1;: 177 Active Transportation Planning and killed in 2021. By documenting these barriers and evaluating design options such as curb extensions, median refuges, off-street shared-use paths, or trail connections, the plan will recommend context-appropriate solutions that i m prove accessi bil ity and safety. The plan will ultimately support the development of a balanced, multimodal transportation system that integrates walking, biking, transit, and vehicle travel in a cohesive way. lt will align with city goals in both the 2040 Comprehensive Plan and the Climate Action Plan by supporting low-carbon travel choices, improving safety for people outside cars, and ensuring that transportation improvements reflect community needs and long-range sustainability objectives. 2. Safety This criterion measures the project's ability to promote safety for all users, including how the plan addresses existing risks and makes use of proven safety countermeasures. A. Safety Approach for People Outside of Vehicles Please provide a rnvritten response (600 words or less) that identifies any existing known safety challenges in the stirdy area impactirrg people outside of vehicles, and how the project will approach improving those conditions. lf safety conditiorrs are currently unknown, please provide information on how the plan urill analyze, identify, and docunrent known safety challenges ancl seek to identify potential solutions. j Consider the following: . The agency's current approach to safety for bicyclists and pedestrians, and hov''r the plan may help promote and encolrrage safety at all levels of plarrning, design, and construction.. Safety stakeholders that will be identified, considered and engaged in the planning process (including emergency services, schools, and other community groups). How the plan will identify and incorporate potential safety recommendations.. Related pianning efforls that will be incorporated or buiit upon through this plan (such as a regional or local safety action plan). Scoring Guidance Consid-er the information arrd narrative provideci by the applicarrt and rate projecis based on the benchmarks provided below. Projecis may score at any point along the scale based on their peiformance agairrst the stated criteria. . High: The highest rated prolects in tlris measure will clearly identify an understatrding of includirrg safety at all levels of the plannirrg process and define clear steps for ensuring safety is adequately addressed throughout the plan.. Medium-High. Medium: Mid-range projects irr this measure may provrde an understanding of the importance of safety for people outsrde of vehicles but not define clear steps the plan will take. Medium-Low. Low: Projects that provide minimal details should receirre a low rating for this rneasure.. Non-responsiveiNot relevant: Projects that do not identiiy ways the project will assess existing safety risk factors or address safety in project recomnrendations should receive zero points. 5jltt i.;; 178 Active Transportation Planning Several existing safety challenges affect people walking, biking, and rolling in Falcon Heights, particularly along major arterials that bisect the city. Snelling Avenue and Larpenteur Avenue carry high levels of commuter and freight traffic, lack continuous sidewalks and bikeways, and provide limited protected crossing opportunities. These conditions create barriers to accessing schools, parks, neighborhoods, and transit stops. The City's recent Garden Avenue improvement project provides a strong modelfor safe, community-centered street design with narrowed lanes to create a "road diet" and the installation of a new sidewalk that connects to Falcon Heights Elementary, but similar improvements are needed on higher-traffic corridors where barriers are more severe. The City's current approach to safety emphasizes maintenance of sidewalks and local streets, targeted intersection improvements, and collaboration with Ramsey County on county-owned roads. The Climate Action Plan sets ambitious goals for adopting an Active Mobility Plan to emphasize multimodal transportation and reducing vehicle miles traveled by 5%, but it does not yet include a detailed or prioritized infrastructure plan. The proposed active transportation plan will fill that gap by gathering data on crash histories, conflict points, traffic speeds, sidewalk quality, and user experience. The planning process will analyze both documented collision data and perceived safety concerns raised by residents. Safety stakeholders will be actively engaged. Key partners include emergency services provided by the St. Anthony Police Department and St. Paul Fire Department, Falcon Heights Elementary School, Brimhall Elementary in Roseville, the University of Minnesota, senior housing managers, disability advocates, parks user groups, and organizations connected to the Philando Castile Peace Garden. The State Fairgrounds will also be a crucial partner due to year-round activity and their impact on pedestrian circulation. Safety recommendations will be derived from both technical analysis and community engagement. These may include protected bike facilities, traffic calming, widened sidewalks, improved lighting, redesigned intersections, safer crossings near parks and schools, and clearer wayfinding to regional trail systems. The planning effort will also build upon related initiatives, including Ramsey County's Larpenteur Avenue corridor work and other regional safety and active living plans. Together, these analyses and partnerships will allow Falcon Heights to create a coordinated and actionable safety strategy that prioritizes vulnerable road users and supports the City's long-term goals for equity, suStainability, and community health. 3. Gommunity Considerations The Community Consideraiions criterion will seek to avrrard points to projects that demonstrate an understanding of the importance of community-centered planning, and a comtnitment to advancing community benefits through ihe planning process. See fhe Cammunity Cansiderations Reference Document for aclditianal background informatian on the Com m u n ity Con side ration s crite rion. A. Community Considerations Please provide a written response (400 words or less) about how the project will promote communtty engagement and the distribution of community benefits. 6iPal;;- 179 Active Transportation Planning Consider the following Community Data and Context: How will the project advance the community's understanding of the specific communities near or adjacent to the project, and how will this inform the planning process? Community Need and Future Engagement: How will the planning effort incorporate community engagement, and how will the feedback received inform the planning process? Community Benefits. How will the planning process seek to ensure that project benefits address the identified transportation needs of the communities? Scoring Guidance Consider the information and narrative provided by the applicant and rate projects based on the benchmarks provided below. Projects may score at any point along the scale based on their performance against the stated criteria. . High: The highest rated projects in this measure will clearly identify a planning process that utilizes community e|'rgagement best practices, supports a strong understanding of the surrounding community and its transportation needs, and a process that will prioritize an equitable distribution of benefits that directly responds to community needs. These projects will identify approaches and engagement activitids that go above and beyond in an effort to lead to equitable planning outcomes.. Medium-High. Medium: Mid-range projects in this fiieasure will identify a planning process that follows general best practices but does not go above and beyond.. Medium-Low. Low: Projects that provide minimal details or generally describe a project approach witholtt providing specifics should receive a loW rating for this measure.. Non-responsive/Not relevant: Projeets that do not identify vrrays the project will assess existing safety risk factors or address safety in project recommendations should receive zero points. The active transportation planning effort will be grounded in a community-centered process that reflects the diverse needs, experiences, and mobility patterns of Falcon Heights residents. Consistent with the 2040 Comprehensive Plan's goals for equitable mobility, strengthened neighborhood connectivity, and improved pedestrian and bicycle access, the project will begin with detailed analysis of community data, including demographics, transit usage, localtravel patterns, and existing barriers around major corridors such as Snelling and Larpenteur Avenues. This data-driven approach will help the City better understand how transportation conditions vary across neighborhoods and will guide the identification of priority areas where safety, comfort, and access improvements are most needed. The project will incorporate meaningful and accessible community engagement from the outset. Engagement strategies will include in-person workshops, pop-up events in parks and at transit stops, listening sessions at senior housing and the University of Minnesota, and online mapping and survey tools. These meth,ods reflect the Comprehensive Plan's emphasis on participatory decision-making and the importance of involving residents early and consistently in planning processes. Feedback collected will directly shape the planning analysis, helping refine corridor priorities, identify missing connections, and document conditions that limit walking, rolling, and biking for people of all ages and abilities. a a a TlFar),j 180 Active TransPortation Planning Ensuring an equitabre distribution of benefits w.r be a centrarfocus. The pranning process will evaluate how recommended improvements advance r"y corprehensive pran objectives, incruding improving access to parks and open spaces, supporting safe routes toschoor, strengthening regionaltrail and transit connections, and fosiering environm""ntrtty sustainabre travel options' By explicitly prioritizing improvements in areas with documented ""i"iv irru"s, rimited transit access, or barriers for seniors' youth, and people witn oisaoitities, the pr* *iri help ensure that future investments address both currentinequitiesandlong-termcommunitygoals. Through this incrusive, data-informed approach, the active transportation pran will strengthen local understanding of mobility needs, elevate community Voices, and create a clear path toward transportation improvernents that de'ver .""ningrur, equitaote, ano tasting benefits for all residents and guests of Falcon Heights' ) SlF r;:'.181 BLANK PAGE 184 FNLEOII TIEIE'ITSiirarvrunsoARs REQUEST FOR COUNCIL ACTION June 2026 726-5ResolutionAttachment Date Item Consent G3 AdministratorJack Linehan CSubmitted Coordinator Sunicatton&CommVCinistratiAdmofsitionPothetoiddonsSfoMeganAppointmentItem The city received 110 applications and lro.uetrf ti"lllt^l,for video interviews' Two candidates ,tooo out uil;;;ih; rest for theirielevant experience' They were brought in for a more extensive t*o-r'out interview *i'i' 'tt" ""tT:jr,lT:tfl:e;n:"tl3;i1X1fi:' lft ft',:1T"T.'S:?:,3.:il'Jffil1T;i''*'"liT3'{#:fi:i""i'i"i"n"';ililili;g ofcity needs und.urr.nt projects, rr.,. ut "r,tio'n,o o.,uit und ut"ututy' and her project managemen. "*p".,"n... H., ,t,.ngtr' *u' n.' u"rsatility and ability to fill needs on a small team. It was "ir" rfiiirt" sr,Jwitt bring excellent energy to the revitalization "ffo't' tit CgC it undergoing to provide staff support' MegancurrentlyworksastheofficeManageratDigitalMass.Shepreviouslyworked for the city of Falc"";&h;; r'oi zozt-2622' frst as Administrative & communications cooJin"ator and then was promoted.to A;1i1tant to the city Administrator. She t u* 6u.rr.lor,s degree iom Mankato State in urban planning' prior to her time in eui*n Heights, tha *;;l;Ju, u plann", for the citv of Big Lake and complet"O u pfunnini interiship with the city of Jordan' Based on her prior experience and in coordination with our pay plan and pay equity requirements, I am ,.io,n*"nding we td;;; at Grade 2, Step 3 ($34'40 per hour)' The City is excited to welcome back Megan to our community' resignation icattonsCommunveandinistratiAdmtheASoJhnsonfoElketheAfteraforreplacement.candidatesofsearchalaunchedtheCityCoordinator DescriPtion for this Position.areFundsBudget ImPact inistrative andSiddons as Admppointment of MeganResolution 26-57A' CoordinatorS Attachment(s) s7t,552, of MegantheappointmentlutionaccePtingresoattachedofalapprovrecommendofStaffasalarywithstartingCoordinatorCommunications&.istrativeAdminasSiddons Action(s) Requested City of Falcon Heights, Minnesota 185 BLANK PAGE 187 FNLCOII TIEIETITS TiEarvrunsoARs REQUEST FOR couNCIL ACTTON (RCA) J:une22,2026DateG4ItemResolutionsServicesNelson,Kelly kClerDirectorSubmitted BY ofal CommunitY Item Shifting the removal of the existing playgggd equipmlnt at Community Park from New Look Cr^rt ".rion to N"orthiJrra n".t"itiot' allows the existing olavsrouna to ,u*ui,, until Northtu,,an".,"ation finishes the installation of the l"tit"pf"yground, estimated for early fall' fromthequote26-58,tion acceptingResolutoaskedapprovednow1S thisParkCouncilCommunityattheplaygroundremoveexistingtoRecreationorthlandNtheoffsetdvetorecelbetofundsantwith tofunds1n$350,000of grantrecla1SandpientforahadthepplieduseBecaClty RecreationNorthlandwithinclusiveandpgroundluybleaccesslanconstructtheofremovalhelpthebecauseandSUppliertheASequipmentselectedplaygroundnewtheofplayandgradingtheseedingandcontainer,equipment,LookvplaewNexistingthwlremalnthantherraRecreationNorthlandtoshiftnowwillarea12026,3,on26-43 MavResolutionaCouncilpprovedtheConstruction,City theuceredtoInctrConacting,LookewNwith#2OrderuaChangethorizing ,626.$stothemowedbyamount DescriPtion upgrade.playgroundbudget for thecapitalthre2026Funds are budgeted inBudget Im a a Northland Recreatior{s quote Resolution 26-58Attachment(s ) Project #01. RecreationorthlandNfromaquote26-58 accePtingtionResoluatoMotionpprove RenovationkParCommuniParktytaCommunitYremovalforplayground Action(s) Requested City of Falcon Heights, Minnesota 188 BLANK PAGE 192 FnLE0fl HE|EHT5 THE CITY THAT SOARS REQUEST FOR COUNCIL ACTION Meeting Date Iune22,2026 Agenda Item Consent G-5 Attachment Resolution, Grant of Permanent Easement Submitted By Erik Henricksen, City Engineer Item Approve Resolution 26-59 Accepting a Public Drainage and Utility Easement at 167 0 Larpenteur Avenue (Fairway Commons) Description The City Council is requested to consider acceptance of a Public Drainage and Utility Easement located at'1.670 Larpenteur Avenue as part of the Fairway Commons Planned Unit Development Amendment (the "Development"). On April 8,2026, the City Council approved the Development which requires relocation of the existing public storm sewer infrastructure currently serving the site. Relocation of the storm sewer is necessary to accommodate construction of the approved development and is conditioned upon dedication of a replacement Public Drainage and Utility Easement to the City. The proposed easement grants the City permanent rights to access, inspect, maintairu repair, reconstruct, and replace public drainage and utility facilities located within the easement area. The easement will be will provide the City with the necessary rights to operate and maintain the facilities in perpetuity. Concurrent with this action on June 22nd, thle City Council is considering vacation of the existing Storm Sewer Easement recorded as Document Number 2786355. Acceptance and recording of the replacement Public Drainage and Utility Easement ensures that public access and maintenance rights are preserved following relocation of the storm sewer infrastructure. Staff finds that acceptance of the easement is consistent with the approved Development and is necessary to protect the City's long-term interests in the operation and maintenance of the relocated public storm sewer system. Budget Impact Aside from costs related to filing the easement with Ramsey County there are no direct costs to the City. Attachment(s)Grant of Permanent Easement, Resolution Action(s) Requested Consider approval of Resolution26-59 Accepting a Public Drainage and Utility Easement at1670 Larpenteur Avenue Families, Fields and Fair 193 BLANK PAGE 200 REQUEST FOR COUNCIL ACTION Meeting Date |une22,2026 Agenda Item H1 Attachment Snow Policy, Maps, Resolution Submitted By Iack Linehan, City Administrator Item Approval of Resolution26-60 Amending the Administrative Manual: Section VII Guidelines for Snow and Ice Control to Facilitate the City Plowing of Alleyways in Falcon Heights Description The administrative manual regarding guidelines for snow and ice control was updated in September 2022 to include Lauderdale as part of the plowing responsibilities of the city. Then, in November of 2023, after the conclusion of the 2023 pavement management project, the City Council supported adding the Garden Avenue sidewalk, Ruggles Pathways and commercial properties along Snelling/Larpenteur to areas the city would maintain. Alleyways within Falcon Heights have been the responsibility of adjacent residents to clear within 24 hours of the end of a snow event. At the request by a council member to include the alleyways in Northome and Northeast Quadrant to the city's responsibility, Council discussed the idea during the September 3,2025 workshop. It was determined at that time that the city would need time to solicit feedback from alley plow captains before making a final determination. Alley plowing organizers were invited by mail to an Open House held on May 27, 2026. AII alleyways in Falcon Heights were represented either by representative or written comment. The meeting was productive and guided the direction for the City to begin plowing alleyways this season (2026/2027) Staff have provided amendments to our Snow and Ice Control Policy to reflect the proposed changes. Budget Impact Estimated up-to $5,000 annually in overtime costs Attachment(s). Admin Manual Snow and Ice Control Policy . Alleyway Map . Resolutron26-60 Action(s) Requested Staff recommends that the City Council adopt Resolution 26-60 Amending the Administrative Manual: Section VII - Guidelines for Snow and Ice Control to Facilitate the City Plowing Alleyways in Falcon Heights City of Falcon Heights, Minnesota 201 D. Administrative Manual Section VII GUIDELINES FOR SNOW AND ICE CONTROL Introduction The Citv of Falcon Heights believes that it is in the best interest olthe public for the city to assume basic responsibririv i"t t""trol ;i;"* uno rc" on city streeis Reasonable ice and snow control is n"tt"u'i i;; ;il iravel and ttt'g"nty services' The city witl provide this in a safle and t:J' ft;ilunntt' rtttpi"n in mind saflety' budget' oersonnel and envtronmenll-tontt'n'' City crews tttiut snow on local streets' public allevs. streets designated #t""tt*i *"ttin tt"'tC.ity^ot Lauderdate' some public pathways, designatect t", iJrli#i;t' "ititv"irtil' comrnunitv Park and curtiss Field' and ice rinks. 2, Commencement of Onerations The city's Public Wo*s Director will decide w!re1 t9 begin snow or ice control ;;;;;il; "t citv streets' The criteria for that decision are: a. Accumulation of 2 inches o^r Tor:' with continual snowfall' walrants toilt*ttt"nt of plowing operations; b. Drifting of snow may walrant partial or full operations dePending on conditions; c' Icing of pavements may *uTTt partial or full sanding opeiation depending on conditions; d. Time of snowfall in relationship to anticipated level of use of streets' Snow and ice control operations are expensive d.ue to personnel and equipment costs' consequentlv, street sno'r'iffi ;;i;tt";t ;ill not generallv be conducted for snowfails ofless than 2 inches' 3, Procedures SnowwillbeplowedinamannerSoaStominimizeanvtralficobstructions.Thesnow sha' be pushed from ,.f,'j'il;il. irr. il.i.re".ttuii io onto the boulevard area of the ;igh;;-;t*ithout regard fir drivewavs or sidewalks' It is the city's goal to have the entire street sy^stem cleared after a "typical" snowfall in approximatelv 5 h"""'";";;;;;; "" t**'t"l1"nditions' duration of the storm' equipment and personnel' cieanup operations can fluctuate' Page 1 of5 202 oneofthemostfrequentandmostirritableproblemsinremovalofsnowfromthepublic streets is the snow o.poritiiin'i.ir.*"vri*i"g plowing operations. Snow being accumulated on the plow ffi; ;;;;;;L" to e"o^u"t i" ih"'d'int*uv' l'''::::'loltiot' to comply with special ttq';;;;;iuct tptt-iut maneuvers in attempt to mrnrmlze snow in drivewaYs' tl ) conditions 4. Priorities and Schedules a. Street snowplowing The city has designated Prior Ave' (off of'Lamenteur Ave') and Garden Ave' (Hamline to SneltiffivtJ ut-'op priorities' 'ittit truttintution is based on need to provide uttt" "i ilJtet"ti;ti"rt fire-and medical services and for access totheelement.,y;;;i'elearingofthesestreets.is|ollowedbY.thefollowinB neighborhoods t";;tt to 'itttrttti""oltions' weather forecasts' equipment' and availabilitY of crews' Typical routes if equipment and crews are available: East Plow West Plow UniversitY Grove Falcon Woods Lindig/Tatum Lauderdale l. 2. 3. 4. Nofthome Northeast Snelling West Hollywood Court L 2. 4. b. operatlons. bq. CitY Hall oarking lot Clearing of snow from the city hall parking lot^will be the first priority of the work week day for the P"tkJil;li;"Wor[I starr'.eu'enins and weekend snow removal will be done "t tdi#il" "iJrtt p"urit worfs Director based on t.ft.Otf.O meetings and facility rentals' Formatted:lndent: Left: 0 5" Page 2 of 5 203 \ ell Public oathways There are approximately 6 miles of paved public pathways for commuter and recreational pedestrian use. The city will plow all trails and sidewalks that abut city property and parks as conditions permit, as well as the areas indicated on the map in Appendix A. Conditions that challenge the crews ability to clear snow include: l) recuning snowfalls resulting in snow accumulation; 2) drifting; 3) limited space for snow storage and 4) availability and condition of the equipment. Pathway clearing is conducted by the Parks/Public Works staff between 8:00 am and 4:00 pm. A map of sidewalks and trails in included as Appendix A to these guidelines. de. Ice Skatine Rinks Ice rinks are maintained for the recreational pleasure of the community. Given the high level of community use of the rinks outside of the traditional workday and workweek, rinks are kept free of snow and open for use during these times. Removal of snow from the ice rinks will be done at the discretion of the Public Works Director. Generally, if a "weekend" snowfall should occur and cease prior to noon Sunday, an attempt will be made to clear the rinks and make them available for the weekend. Generally, if a "weekday" snowfall ceases prior to 4:00 p.m., an attempt will be made to make the rinks available for the evening. Consideration of the following factors will be given in the scheduling of ice rink snow removal: condition ofpathways (passable), current weather conditions and forces (favorable for skating). 5. Use ofSand and Salt The city limits the use of sand and salt because it can have adverse effect on the environment. Application is limited to steep grades, curves and intersections and is not intended to provide for widespread bare pavement during winter conditions. The city is not responsible for damage to grass caused by the sand/salt mixture and therefore will not make repairs or compensate residents for salt damage to turf areas in the right-of-way. 6. Property Damage Snowplowing and ice control operations can cause property damage even under the best of circumstances and care on the part of the operators. The most common types of damage are to improvements in the right-of-way which extends about l0 to 15 feet beyond the curb. The intent of the right-of-way is to provide room for snow storage, utilities, sidewalks and other city uses. The city will assume no liability for personal property that is stored in the right-of-way. Damage to fences, trees or other structures will be repaired or replaced by the city if they are on private property and if the damage could have been avoided. Turf that is scraped or gouged by plow equipment will be repaired by Page 3 ofS 204 too dressing and seeding the lollowing spring. if the damaPe could be avoided' Residents are requested to assist UV *-utt'ing the-areas ihat u" '"nui""d' The city will assume liabirirv ror mairboxes oJ;;'J'o:"ilr-;i;il,s, ir it iJJetermined that the plow made direct iontact with a mailbJi.-il " r"f;fj"- i, O-u*ag"J Oue to indirect contact' including the force of snow, the city;;;;m;.',i-r.rponriuititl,. Final creaning adjacent to *"iii"... it the iesponsibility ol each property owner' 7. Fire Hvdrants Eachofthel50orsofirehydrantsscatteredthroughoutthecityareequippedwitha**t., ro, the purpose " t ;ilffi il.* ;"1 :f :'li t'l'"lg'ii3"'[ ilffi 'ffi :l;"ll ",.OOiir"", ,tt. ciiy will encourage residents to keep ny 'ble as maior intersections and ;;;;;ti6-h;;;v snow lrom ptows will be kept accesst ;"J;;i'il;;;;asible with citv crews and equipment' 8. Parking Restrictions Providingqualitysnowremovaloncitystreetsrequiresthestreettobefreeofvehiclesor other obstacles. v"t i.r"r"# #ri.ioi tt. ,tr..t io.."t.na.o periods of time created sienificant operational prJlil; i;; snowplow op"tut" ut *til ut safety problems due il";;*J ffi;; i"';;;i"i"e "" it'' ioua*av around the vehicle' or alleys. Parking on citY streets is not allowed after a2 inch accumulation of snow. Vehicles must remain off the streets for up to 48 hours or until a street have been plowed full-width, whichever comes first.In the instance that streets have been Plowed but an additional 2 inches or more of snowlall occurs,vehicles must remain off the street (see CitY Code Section 46-28).Any vehicle Parked in violation of the CitY Code is subject to a parking citation and is also declared to be a nuisance. This nuisance may be abated bypublic removing and towing away vehicles under the direction of the From November I 5 to April 1' re sidents, may l1\::: passenger vehicle on the unsurlacedportionoftheirlrontyard.Thisprovisiononlyapp-liestopropertieswitha sinele_width driveway. Th.'""JlJh ;;ri u.'p"rt.o paraliel io the driveway (see citv Coie Section I l3-3 l0)' g. Responsibilitv of Propertv Owners Residents and/or their contracted snow removal company must keep all snow on the private property. rt it a puffi i"ft""tl t" tft""el or ilnw snow into or across the streets Page 4 of 5 205 Clearing ef alle)'rva)'s is the respensibilit'' ef prepert,'en'ners a4iaeent te the alley, The te manage the alley lvith ene eentraeter se as te have a snifer+n plerving. Public alle),ways will be plowed by the City as conditions permit. Residents and property owners adjacent to alleys are responsible for keeping alleys free lrom obstructions that may interfere with snowplowing operations. including parked vehicles" refuse containers, trailers. basketball hoops. or other encroachments. The Cit), is not responsible tbr snow windrows lelt adjacent to garages. parkins pads. or drive approaches as oart ofnormal alley plowing operations. nor for the damage done to anly private propert_y within the right-of-way of alleys. Some sidewalks in the city must be cleared by the adjacent property owners (see Appendix A). Public sidewalks must be cleared of snow and ice within 24 hours after a storm has ended. Failure to do so is a public nuisance. City staff will monitor the sidewalks and will leave door hangers to remind residents of the sidewalk snow removal regulations. Sidewalks that are not cleared in the appropriate timeframe may be cleared by city staff or a contracted party. The cost of abatement will be billed to the property owner (see City Code Section 22-48). In only the most extreme instances will City staff provide a courtesy plow of sidewalks that are not usually maintained by the City. Ifsnow removal occurs during a day oftrash collection, receptacles awaiting pickup should be set back at least two feet behind the curb line, not in the street. 10. Information and Comments Comments and complaints will be taken during normal working hours at city hall. Complaints that warrant a short term response will typically be responded to within 24 hours of receiving the complaint, whenever feasible to do so. Policy amended by City Council on November 15, 2023 Page 5 of5 206 I 6 t I'a.rl rirdl'6'l| '9P L,_-l :r ir@TEJ Lg4reltI - StatG Falr Malntalngd UofM Malntalned -Clty l4alntalned - Not Malntrlnad bY clty - Proposed Atteyways a 3 6 \l s E *1!& a I 4 I F-'- a EiEfr,tut 1* I lt R .t;;1r,;;-11€, e I ! g f,,_qt- a a le Ia 3 3It 207 I BLANK PAGE 210 FnLC0il HEIEIITS THE CffY THAT SOARS REQUEST FOR COUNCIL ACTION (RCA) Meeting Date Iune22,206 Agenda Item H2 Attachment WSB Proposal for Professional Services Addendum, Resolution Submitted By Jack Linehan, City Administrator Item WSB Proposal for Professional Services - Community Park Building and Parking Lot Improvements Amendment #1 Description In2023 with Resolution 23-56, the City authorized an agreement with WSB & Associates for professional services that included the project management of Community Park's renovation. The proposal scope and resolution included fees not to exceed $329,817. In2l24following pre-bid estimates that exceeded the city's project budget of $3.5 millioru the city elected to pivot away from a community building and towards a kitchen/shelter concept. This long-term pivot resulted in a final product that will come in significantly under the original budget, but with the change came new sets of plans and a changed project scope. Additionally, the City ran in to unique circumstances regarding our splash pad permitting through the MN Department of Labor and Industry that required unforeseen time outside of scope. WSB's original contract is running out of professional service hours, and we will need to authorize additional funding to complete the project. This includes bidding for the fence surrounding the play structure, project closeout and permitfinalizations. This is beyond the time and availability of staff to complete. In total, WSB is requesting an additional $13,680 to complete this work. Budget Impact With the contract amendment, the total cost of the contract will be$342,497. Most of the contract funds with WSB date have been expended. These funds will continue to come from the capital proiect line item. Attachment(s). WSB Proposal for Professional Services . Professional Services Agreement . Resolution26-6], Action(s) Requested Staff recommends that the Falcon Heights City Council authorize the City Administrator to sign the Contract Amendment #1 for the finalization of Community Park improvements. City of Falcon Heights, Minnesota 211 BLANK PAGE 217 FNLEAil HEIEI]TS THE CITY THAT SOARS REQUEST FOR COUNCIL ACTION b7 Meeting Date June22,2026 Agenda Item Policy H3 Attachment See Below Submitted By Iack Linehan, CiW Administrator Item Approval of Resolution26:lh\pproving LCDA Loan Documents with Fairway Commons, Limited Partnership Description Ln2025, the City submitted an application to the Metropolitan Council's Livable Communities Act Development Grant Program for the Fairway Commons project at'1.670 Larpenteur Avenue W. in the amount of $432,500. City Council approved Resolution2l-7l on july 23,2025 which allowed staff to apply for the grant, and the City received notice of approval of the grant award in November of 2025. On June 10,2026, City Council approved Resolution26- 51 accepting the award of the grant. Fairway Commons, Limited Partnership has requested that the grant be converted to a loan instead of a grant. Budget Impact The grant/loan is in the amount of $432,500. This grant and related activity are not forecasted to have direct impact on the budget. It is a pass-through grant which will be directed to Fairway Commons, Limited Partnership for development activities at Fairway Commons. Attachment(s)o Executed Metropolitan Livable Communities Act Grant Agreement with the City of Falcon Heishts . Resolution 26'6&%bpiorri.g LCDA Loan Documents with Fairway Commons, Limited Partnership . LCDA Loan Agreement with Fairway Commons, Limited Partnership. LCDA Promissory Note. LCDA Mortgage o Master Subordination Agreement r Master Disbursement Agreement Action(s) Requested Staff recommends approval of attached Resolution 26-63 and authorize the Mayor and City Administrator to execute all necessary documents. City of Falcon Heights, Minnesota 218 LIVABLE COMMUNITIES DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGAM METROPOLITAN LIVABLI COMMUNITIES ACT GRANT AGREEMENT THIS GRANT AGREEMENT ("Agreernent") is made and entered into by the Metropolitan Council ("Council") and the Municipality, County, or Development Authority identified above as'oGrantee." 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 and473.253 establish within the Metropolitan Livable Communities Fund a Livable Communities Demonstration Account and require the Council to use the funds in the account to make grants or loans to municipalities participating in the Local Housing Incentives Account Program under Minnesota Statutes section 473.254 or to Counties or Development Authorities to fund the initiatives specified in Minnesota Statutes section 473.25(h) in Pafticipating Municipalities; and WHEREAS, the Grantee is a Municipality participating in the Local Flousing Incentives Account program under Minnesota Statutes section 473.254, a County, or a Development Authority; and WHEREAS, the Grantee seeks funding in connection with an application for Livable Communities Demonstration Account grant program 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 thc "Projcct" idcntified in the application; and WHEREAS, the Council awarded Livable Communities Demonstration 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 Dateo' 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 I 47 219 GRANTEE: City of Falcon Heights GRANT NO. SG-25046 PROJECT: Larpenteur Avenue Senior GRANT AMOUNT: $432,500 CYCLE:2025 COUNCIL ACTION: November 12,2025 EXPIRATION DATE: December 31,2028 LIVABLE COMMUNITIES DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGAM (a) 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 commenccment 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 Page I of this Agreement. by which the Grantee was awarded Livable Communities Demonstration Account funds. (c)County. "County" means Anoka, Carver, Dakota, Hennepin, Ramsey, Scott, and Washington Counties. (d) Development Authority. "Development Authority" means a statutory or home rule charter city, a housing and redevelopment authority, an economic development authority, or a port authority in the Metropolitan Area. (e) Metropolitan Ares. "Metropolitan Area" means the seven-county metropolitan area as defined by Minnesota Statutes section 473.121, subdivision 2. (f) Municipatity. "Municipality" means a statutory or home rule charter city or town participating in the l-ocal Housing Incentives Account Program under Minnesota Statutes section 473.254. G) Purticipating Municipality. "Pafticipating Municipality" means a statutory or home rule charter city or town which has elected to participate in the Local Housing lncentive Account program and negotiated aflbrdable and life-cycle housing goals for the Municipality pursuant to Minnesota Statutes section 473.254. (h) Project. Unless clearly indicated otherwise by the context of a specific provision in this Agreement, "Project" means the development or redevelopment project identified in the application for Demonstration Account funds for which grant funds were requested that through its design and execution will deliver benefits such as housing, connections, and jobs to the region. Grant-funded activities typically are components of the Project. (i)Redeployment of Repaid Grtnt Funds. "Redeployment of Repaid Grant Funds" means Grantee redeployment of Repaid Grant Funds to continue supporting affordable housing components of the Project or implement or support projects that will help the Grantee (or the Parlicipating Municipality within which the Project is located) meet its affordable and life- cycle housing goals. 0)Repaid Grant Funds. "Repaid Crant Funds" means repaid loan principal and interest grant funds made available to the Grantee and disbursed to the Project Owner in the form of a loan pursuant to Sections 2.05 and 2.06 of this Agreement. 48 lo,:5416 l'age 2 rcrsedllS)02-i 220 LIVABLE COMMUNITIES DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGAM II. GRANT FUNDS 2.01. Source of Funds. The grant funds made available to the Grantee under this Agreement are from the Livable Communities Demonstration Account of the Metropolitan Livable Communities Fund. The grant funds are derived fronr the propefty tax authorized by Minnesota Statutes section 473.253, subdivision I and are not from State or federal sources, 2.02 Grant Amount. -I'he Council will grant to the Crantee the "Grant Amount" identified at Page I 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 Livable Communities Demonstration Account grant funds made available to the Council may result in a like reduction in the Grant Amount made available to the Crantee. 2.03, Authorized Use of Grant Funds. The Crant Amount made available to the Grantee under this Agreement shall be used only lor the purposes and activities described in the application for Livable Communities Demonstration Account grant funds. The grant funds may be used for reimbursement of real estate acquisition costs if: (a) the property was purchased within the twelve-month period preceding the date by which the LCDA Development grant program applications for the Funding Cycle were due; (b) the real estate was purchased by the Grantee or by a not-for-profit or a socially responsible developer; and (c) the Project will lead to the development of affordable housing or will result in jobs retained, created, or made more accessible to low-income and underserved populations, including opportunities for entrepreneurship. Property holding costs are an eligible use of grant funds but may not exceed tive percent (5%) ofthe amount of the grant funds awarded for property acquisition or $ 100,000, whichever is less. A Project summary that describes eligible uses of the grant ftlnds as approvcd by the Council is attached to and incorporated into this Agreement as Attachment A. Aerial photography or drawings that identifl the specific location(s) within the Project boundaries for which grant funds must be used is attached to and incorporated into this Agreement as Attachment B. Grant funds must be used to fund the initiatlves specified in Minnesota Statutes section 473.25(b), in a Participating Municipality. 2.04. Ineligible [.Ises. Crant funds must be used fbr eligible costs directly associated with the Project activities for which the Council awarded grant funds. A detailed list of ineligible and eligible costs is available fiom the Community DevelopmenVMetropolitan Transportation Services Finance and Administration Depaftment. Except {br reimbursement for real estate acquisition and holding costs as provided in Section 2.03, grant funds also shall not be used by the Grantee or others to supplant or replace: (a) grant or loan flinds obtained for the Project from other sources; or (b) Grantee contributions to the Project, including financial assistance. real property or othcr 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 perfonnance of the Project activitics. Thc 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 or identified in Attachments A and B or if requested in writing by the Grantee, the Crantee may structure the grant assistancc to the Project as a loan so the Project Owner can take advantage of federaland state low-income housing tax credit programs. The Crantee may use s(;-25016 Page 3 49 22'l LIVABLE COMMUNITIES DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGAM 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 and2.04 and the following additionalterms 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 Section42 of the Intemal 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 suballocates 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) Notwithstanding the Expiration Date identified at Page I of this Agreement and referenced in Section5.0l, when the Grantee receives Repaid Grant Funds and elects Redeployment of Repaid Grant Funds the Grantee shall report Redeployment of Repaid Crant Funds in the next annual Housing Policy and Production Survey.(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 Crantee 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 Crantee, the Project Owner, or others to supplant or replace: ( I ) 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 lunds available to the Grantee in a lump sum payment but willdisburse the grant funds to the Grantee on a reimbursement basis pursuant to Section 2.1 l. (r)By executing this Agreement, the Grantee: (l) 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 Intemal Revenue Code of 1986, as amended (the "Code"), and the low-income housing tax *edit 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 suballocates low- income- housing tax credits in the Metropolitan Area; and (3) agrees to administer its loan to the Project Owner consistent with lederal and state low-income housing tax credit program requirements. (g) The Grantee will, at its own expense, use diligent effons to recover loan proceeds: ( I ) whenever 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 Crantee 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 s(;-2,ioJ6 Poge 4 50 222 LIVABLE COMMUNITIES DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGAM program requirements or some other event triggers the Project Owner's repayment obligations under its loan agreement with the Grantee. Except as otherwise provided in this Paragraph (g), the Grantee must repay to the Council all loan repayment arnounts the Grantee receives from the Project Owner. The Grantee shall not be obligated to repay the grant l'unds 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. As an alternative to such loan proceeds recovery, the Grantee may elect Redeployment of Repaid Grant Funds. If the Grantee elects Redeployment of Repaid Grant Funds, the Grantee shall report such Redeployment of Repaid Grant Funds in its next annual Housing Policy and Production Survey. Upon the Council's review of any Redeployment of Repaid Crant Funds identified in the Grantee's Housing Policy or Production Survey or otherwise, the Council reserves the right to request retum of such funds if, after review, the Council determines such Redeployment of Repaid Grants Funds does not comply with the Livable Communities Act program requirements, or affordable and life-cycle housing goals. Upon the Council's request, the Grantee shall promptly return the Repaid Grant Funds. (h) Ifthe Grantee eams any interest or other income from its loan agreernent with the Project Owner, the Grantee must repay to the Council all interest or other income the Grantee receives from the Project Owner. Alternatively, the Grantee may elect redeployment of interest or other income received from the Project Owner. If the Grantee elects redeployment of such interest or other income so received, the Grantee shall report such redeployment in its next annual Housing Policy and Production Survey. Upon the Council's review of any such redeployment identified in the Grantee's Housing Policy or Production Survey or otherwise, the Council reserves the right to request return of such interest or other funds if,, after review, the Council determines such redeployment of does not comply with the Livable Cornmunities Act program requirements, or affordable and life-cycle housing goals. Upon the Council's request, the Grantee shall promptly return the interest or other income received from the Project Owner. The Crantee is not obligated to eam any interest or other income from its loan agreement with the Project Owner, except to the extent required by any applicable law. 2.06. Revolving or Deferred Loans. If consistent with the application and the Project sumrnary 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 pcriodic payments), otherwise make the grant funds available on a "revolving" basis for the purposes of implementing the Project activities described or identified in Attachments A and B. As an altemative to such loan proceeds recovery for revolving loans, the Grantee may elect Redeployment of Repaid Grant Funds. lf the Grantee elects Redeployment of Repaid Grant F'unds, the Grantec shall report such Redcployrnent of Repaid Grant Funds in its next annual Housing Policy and Production Survey. Upon the Council's review of any Redeployment of Rcpaid Grant Funds identified in the Grantee's Housing Policy or Production Survey or otherwise, the Council reserves the right to request return of such funds if, after review, the Council determines such Redeployment of Repaid Grants Funds does not comply with the Livable Communities Act program requirements, or affordable and life-cycle housing goals. Upon the Council's request. the Grantee shall promptly return the Repaid Grant Funds. 51 223 5(;- )i0.t6 I'age 5 r':w.rtd ll i )()li LIVABLE COMMUNITIES DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGAM 2.07. Restrictions on Loans or Grants to Subrecipients. The Grantee shall not permit any subgrantee, subrecipient, or contractor to use the grant funds lbr 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 and Changes. The Project for which grant funds were requested must be 'ocommenced" prior to the Expiration Date. If the grant funds will be used only for land acquisition and holding costs as authorized by Section 2.03 and will not be used for any other grant-eligible activities, the property acquired for the Project must be purchased 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 lunds were awarded, as well as any potential changes to the grant- funded activities described or identified in Attachments A and B, Failure to inlorm 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, willjeopardize 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 Attachments A and B. 2.09. 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 gtant funds. Council staff may administratively approve budget reallocation requests that exceed twenty percsnt (20%)of the Grant Amount only if the reallocation does not significantly change the Project deliverables. Notwithstanding the aggregate or net effect of any variances, the Council's obligation to provide grant funds under this Agreement shall not exceed the Grant Amount identified at Page I of this Agreement. 2.10. 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 I of this Agreement; any grant lunds that are not used for the authorized purposes; and any interest earnings described in Section 2.12 that are not used tbr 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 lor 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 Livable Communities Demonstration Account for distribution through application processes in future Funding Cycles or as otherwise permitted by law. 2,11. Payment Requests, 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. 'l'he 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. "I'he Council shall disburse grant funds for all grant-eligible expenditures within thirry-five (35) days ofthe receipt of satislactory documentation from the Grantee. NOTWITHSTANDING THE s(;-2i016 Page 6 21t LIVABLE COMMUNITIES DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGAM pRovISIONS OF THIS SECTION2.lt, TIIE COUNCIL WILL NOT DTSBURSE ANY GRANT FUNDS TO THE GRANTEE UNLESS THE GRANTEE (OR PARTICIPATTNG MUNICIPALITY WITHIN WHICH THE PROJECT IS LOCATED) HAS ADOPTED A FAIR HOUSING POLICY AS REQUIRED BY SECTION 3.04. The Council will reimburse up to 90 percent of the awarded grant funds.'l'he remaining l0 percent may be withheld before a final payment is issued until the Grantee: (a) completes the Project or grant deliverables identified in the project summary; and (b) submits a final request for payment and the Final Report as required under Section 3.03. If the required deliverables are not submitted within the term and closeout period specifred in Section 4.01, the Council shall have no obligation to disburse the remaining l0 percent. ln such cases, the remaining funds shall revert to the Council's t,ivable Communities Demonstration Account for redistribution through future funding cycles or as otherwise permitted by law. 2,t2. 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 lor the purposes of implementing the Project activities described or identified in Attachments A and B. 2.13. Effect of Grant. lssuance 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 underlaken or required. III. AFFORDABILITY; AFFIRMATIVE FAIR HOUSING 3.01. Affordability Term. tf the Project for which the grant funds were awarded includes affordable housing units, the Crantee shall, through written instruments or otherwise, ensure the affordable units will remain affordable for a minimurn period of fifteen (15)years. The Crantee'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 afTordability 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 sixty percent (60%) or less of the Area Median Income ("AMI"), as established by HUD. unless the Grantce's application stated an affordability standard lower than sixty percent$A%)of AMI. in which case the Grantee's lower affbrdability standard shall apply. The affordability requirements of this Section shall survive the expiration or termination of this Agreement. 3.02. Affirmative Fair Housing Marketing Plans. If the Projcct for which the grant funds were awarded is a housing project or includes housing units (whether market rate or affordable), the Grantee shall, through written instruments or otherwise. ensure the Project owner (and any subsequent owner(s)) adopts and implements an afflrmative fair housing marketing plan for Project housing units. For the purposes of this section, "affinnative fair housing marketing plan" means an affirmative fair housing marketing plan that substantially conforms to affirmative fair housing marketing plans published by the U.S. Departrnent of Housing and Urban Development ("HUD"), or sample affirmative fair housing marketing plans published by the Minnesota I lousing Finance Agency. The affirmative fair housing marketing plan requirement under this section shall continue for the minimumaffordabilitytermspecifiedinSection3.0l andshallsurvivetheexpirationortermination of this Agreement. sG-2iot6 Page 7 53 225 LIv AB L E'f##yi'$lBi, i Exlililttt lil' Ac c o u N r 3.03. Section 8 Housing Choice Yo,u:t",,. lf the Project is a housing project, or includes housing units (whetn., *urt.t ,uie o,. urnoroaute;, a"na ine Grantee .tut.iin iti apilication lhat the Project housing units would t.,uo. available,"iJ,,r.i"ras participating in trre'fedeial Housing choice Voucher program, ,f.,. Cr-r.. shall, througft *ri,it" instruments ir otherwise' ensure the Project owner (and any subsequent owner(s)) il"nrJ*o implements a.policv under which the Project owner will not refuse to r.u.J project uniis ," rr""r"t "ror'oi inaiuiouur, fuii.iputing in the Flousing choice voucher program o.iJ#,"n"r"'ir*r"r,"rJr'o, inoiuiouars are Housing choice voucher program narricipants. The Housing choice Y?""^h;; ,.q"it"*""t unat'-it"ti""ltion shall continue for the minimum aftbrdability term specirreo in s.-.tio-n"i.6 i ".a ,nutt ,uruiue the expiration or termination I of this Agreement' 3.04. Fair Housing PolicY lf the Project will include a housing comPonent'the Grantee (or particiPating MuniciPalitY) m ust have adoPted a Fair Housing PolicY For the Purposes of this section' the term "Fair Policy" means a written statement the Grantee's (or particiPati ng Housing regarding MuniciPal ity's) commitment to fair housing that substantivelY tncludes at least the tbllowing elements: a Purpose statement;procedures for resPonding to fair housing concems 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 mode I local fair housing Policy is available at (iu'dc.!sp!. Iv. ACC0UNTING, AUDIT, AND REPoRT REQUIREMENTS 4.0l.AccountingandRecords.The.Granteeagreestoestablishandmaintainaccurateand comolere accounts .";;:";;;;Jating," r*'....tpiu"nJ t*ptnOiture of atl grant funds received from the iouncil. Notwittrstanding the expiratio-n unJi.*inurion proulions Jf sections 5'01 and 5'02' such account, uno ,"lorJs snltt be kept "";;;;"i"eo uy ttre'crantee for a period of six (6) years following tt,. "o*pt.iion or tr,e project u.;iti.r'd.scriuei or identified in Attachments A and B. or six (6) years foltow#;;';;*d,1;;" 'i';#;rini iunot, whichever occurs earlier' Accounttng methods shall be in aciordance with g.n"roity ulcepted accounting principles' 4.02. Audits. The above accounts andrecords of the Grantee.shall be audited in the same manner as a' other u"roun,, uno records "rtn" craitJ.""*-""ui"o ":td ;;; te audited or inspected on the Grantee,s premises * *t,.*ir. uy inoiviiuar, o. "rjunirutionr'JJsignated and authorized by the council at any time, following reasonaur.-nJiin.urioi ,o ,n" Grantee] for a period of six (6) years fo'owing the compieti"" "ttte Rroject ".iiuii*r-", six (6) v^.urr ioir.*ing ihe-expenditure of the srant funds, *r,i.r.,.u"r-o.curs eartiei. p-;;;;;;;; rvtinn"roiu-sr",-* sectioi 16c.05, subdivision 5' ihe books, records, documents, und u"to"t'niing p'ot"du"' unJ f'uctices of th'e Grantee that are rerevant to this Agreement are subject.,;';;;ilion by tt " clun"ir and either the Legislative Auditor or the state Auditor, as appropriate, for a minimum of six (6) years' 4.03.ReportRequirement,:Jh?lranteewillreportJgtheCouncilonasemi-annualbasisby January 3l (for tnJperiod of July 1 ,h;;;; December:rl unJiurv 3l (tbr the period January I through June 30) ";H#"iJ"i"iri", ail,?;il;;-"itt'5 n!".'"nt' rhe Grantee reports shall describe the status ofthe project activitiesui:rtJ*J;"Jilin.Jin nuuchments A and B' The report shall also describe the project spending for the cunent "po'ting pt'ioa una pj"i::::d spending fbr the future reporting periods. The crantee .rr" *-u compreie unJ".ub*i, to the councir a Final Report before the finar disbursement of grant il;;i'';; uiprou.al rrr" tor* and content of the semi- annuar status rep#;;il-;h" eiiur n.poil;tii;; o.i.rrin.a bv the councir. These reportrns Page I rc\1\ut ll i 2025 54 226s(i-2t016 LIVABLE COMMUNITIES DEMONSTRATION ACCOUNT".- ONVNLOPMENT GRANT PROGAM requirements and the reporting requirements of Sections 2'05 and 2'06 shall survive the expiration or termination of this Agreement' rnmcntal Site l.04.EnvironmentalsiteAssessment.TheGranteerepresentsthataPhaselEnviro Assessment or orher ;;;i;;r;""tal review;;J;." or witl b" ;;itd out' if such environmental assessment or review is appropriate for the tt"pt "tO ill::t of,ttre ero3ect activities funded by this crant, and that ony tnu-i'T'i*tntul i"ut' h";; f;;;r will be adequately addressed' 5.01 Term and close out. This Agreement is effective upon execution of this Agreement by the Council. Unless terminated pursuant to Se"tjon i'02' this lgt::T"* expircs on the Expiration Date identified at page 1 of this Agreement. railure of the Grantee to timely execute this Agreement does not extend tne e*piraii"" p-o". rte cranill rrurlzo calendar days after the Expiration Date to orovide documentatilrJ'unO info,*ution'nttt"ury to ctose oui tttit Agreement-and receive il ;;ft ;;;* i", . r i elil " ;il -1i11:l j::* :ruX ; * j lru H*' l ;".'ff ".il:: J,l'i;,flfi :[: 3li:::.'#"'T"li'.':iilil[",'J[::ll$;ytit1"'l'"1:*::**;xT:i:ll.:T disburse anv unpaid grant funds;'?;;':;"";;;;.'ili; 120-dav close out period does not extend anv Grantee reporring deadlines "rtJtirn"a in this Ag..;;;;;r authorize-the Grantee to expend or commit any srant funds after the Expiration-,Da". fi;'GRANT ruNns NOT EXP-ENDED BY THE bnaNrnn pRroi.- io inn niiimirou narn nxu REQUESTED FoR REIMBURSEMENi PNiON TO TH; -ENN OF THE CI'OSNOUT PERIOD SHALL NNVNNT TO THE COUNCIL 5.02.Termination,ThisAgreementTayb:terminatedlt.TCorrncilforcauseatanytimeupon fourteen (r4) calendar days, witten noticeio the Grantee. cause ,hu* *.un a material breach of this Agreement uno unv-u,il'no*.no of this ;;;;;il. lf this agttt*tnt is terminated prior to the Exoiration Date, the Grantee shall receive p?vr.", ol a p1o ratiua=is for eligible Project activities described or identified in Attachments A a;; g thut havi been completed prior to the termination' Termination of this Agreement does not Jlr ,rr- counci's authority to recover grant funds on the basis of a later uuoirl?'lr#'il; ,"01"., ^"t alter the Grantee's obligarion to return any grant funds due to the councir as a resurt of r"i* ""Jri. o, .orr..tionr. If th; council determines the Grantee has tailed to compry with.thel.r*, and condition, oiin-ir Agreement and the appricable provisions or,rr. r*,r.iri;;i'#" Li*urt co'n*""iti"t Act' the Council may take any action to protect the Council's interests and may refuse t" iitu-,.,t uoditionut grant f'unds und *uy require the Grantee to return utt o, puttiof tf" gtuni funds already disbursed' S.03.AmendmentsandExtension.TheCouncilandtheGranteemayamendthisAgreementby mutual agfeemenr. Amendments or an ";;i;^ of this ng"t*tnt 't'att ue effective only on the execution of written .r"*"a".,."*. signed bf autt orir"d representatives of the council and the Grantee' rf the Grantee needs a change to the projeli, ffi;;;iil; ;irht" *rri.tr to cornplete the granr-funded activities und .orr.nce thi eroject, u rt u*g. in the budget, or a change in grant-funded activities the (irantee must submit to the coun"il ATt;l;i'dGlilq0icAi',sNnnn DAYS PRIOR ro THE EX*IRATION DATE, a completelritten amendment,.ou"*' All requirements must be met for a request,o b. ;;;rld"*Jto*pt.i.. f# ilPintrrox oiis IvIA'v rie nxrnNDED' BUT rrrE pBRroD oF ANy ExrENsroN6;sdnir, nor EiilE'rwo (2) YEARS BEYOND THB ORIGINAL EXPIRATION DATili;;^NTfiTNU IT PACN 1 OF THIS AGREEMENT' V. AGREEMENT TERM rc\a.\cd ll i )02-; 55 227 .\L ]-j5() lb Page 9 LIVABLE COMMUNITIES DEMONSTRATION ACCOUNT nBvsioPMENT GRANT PRoGAM VI. GENERAL PROVISIONS 6.0l.Equalopportunity.TheGranteeagreesitwill,notdiscriminateagainstanyemployeeor applicant for employm.niU..uu." of race, "Jioi t"tA' retigion' naiional orig-in' sex' gender identity' maritar status, status with regard to pubric urli*n.., famirial u.*r,'*.ru"ritrip or activity in a local civit rights "o**irrion,itr?uiri,v, se"ual ";'ffiil;; age and *itt 'utt" affirmative action to insure applicants uno.*proy.";;;;;;;ilJ eqrallffiHi:rt all aspects of emplovment' rates of pav and other forms ot to'nptntution' and selection for training' 6.02.Conflictoflnterest.Themembers,officers,andemployeesoftheGranteeshallcomplywith all applicable state rrri"r"r' and regulator' r"^ni",'"f interest iaws and provisions' 6.03.Liability.SubjecttothelimitationsprovidedinMinnesotaStatuteschapter466,tothefullest exrent permitted o, i;il, il;;;;;;'i;iil:;#;;;;ifv;""i iJJ nu'*ress the counc'and its members, employees, and agents from and "g"t"tilf f claims' damag"'' lo"tt' and expenses' including but not rimited to attorneyi fees, arising ;il;;;;;;;rii"L r*'""itt" "".ot"t or implementation of the project activities-fu"i.a uv ttris grant] "*"p' 'o ttre ixteni ir'" ttui*t' damages' losses' and expenses arise fromihe councii,s o*n n.riir"'n.J.- ctoirn, in.ruo"J-i"this indemnification include' withour rimitation, any claims asserred ft,:;;;; ,o"rr," ruri"".i"L'e""ironmental Response and Liability Act (MERLAI, Minnesotu stutrt.J""riuii., i r jL,rt. f.dJ comprehensive Environmental Response, con",p"nJuti'o",'."J li.uility A;;iqto cce\cLA;;; a'menild- United States code' Title A2,sections giOt ,i seq., andth". f;;;; R't'ou'"" Co-nservation and Recovery Act of 1976 (RCRA) u, ur.nO.OlL"i,.iSi",", C"0", ii,i" +i,-r*tion, eqOi ")'t "q' This obligation shall not be construed to n"gat.l airiag". or otherwise";;"; anv otrte*igrti'o' Jurigation of in'demnity which otherwise would exist between the co_uncir and the Grantee..'iir. pr""i"rions of.this Section shall survive the expiration or terminatron ortrri."igi.;;"i. rr.,i, ina**lin.ution shall not be construed as a waiver on the part of either the c;i:i;;il'ii"*ir "t."v i**""ities or limits on liabilitv provided uy vrinn*loia srarutes chapter *d ;;otrt., uppfituble state or federal law' 6.04. Acknowledgments and signage. The Grantee will acknowredge {he financial assistance provided by the Coincil in proniotionat .ut.riutr'pr".' "ltu"''-i"pont' ind publications relating to the project. Th" ".il;;i;ig*"", *.r.o"iui"-ihe'following or comparable language: Financingfo,,#:,::;li,i::i;:;;;'t::l:x:,,Y:';::;"','nCouncit until the Project is completed,- the. Grantee shall ensure the above acknowledgment language' or arternative language appioved.by tle d;;i,; .uthorized "*lt, is included on all signs (if any) rocated ar project or construction .it"r'iriui-ii.n,irv project iunding partner-s or entities providing financiarsupport for rhe project. Th. uJll*i.l.il.nt uno ri;;;" t"h;uld rcferto thc "Metropolitan Council" lnot "Met Council"" or "Metro Counci[")' 6.05.Permits,BondsoandApprovals.TheCounciIa.ssu.mesnoresponsibilityforobtainingany applicable to.ut, ,tolt., o.iederal t["*.r,.p.*iO' U""O', uutf'o'ltuitn'' o' upp'ouuls necessary to perform or complete th. prj;;;u.,iui i., d"."ri#;';;:ffiffiil en"tr"'*""it A and B' The Grantee and its developer(s), if "dl;;.;ffiry *,h;i;il;fr. ii'*'i"#;;iil's' pgndinl'-authorization' and approvat ,.qut.#.n'ir""ii"i'.,i"r, ,ru[, il.ul gou"tn'ntnturi und relulatory agencies' including conservation districts' rtttsalll520)5 St;'25016 56 228 Page l0 LIv AB LE' o-'lJ;llBiB ".tlNiltttoN Ac couNr 6.06.Subgrantees,Contractors,andSubcontracl",'':T|,?.'9^Tnteeshallincludeinanysubgrant' contract, or subcontra;;;'pr;F'activities appropriate provisions to ensure subgrantee' contractor' and subcontru"ror.o,ioiil; i^;tri,' u' uppri"ri,i. .',u* and federat"ta*s and this Agreemenr' Along with such pronirionr,'lilt;;;; rhall require that contract"";J;;;;ntractors-performing work covered by this o*"i'"ioi"'uit requireo #;i;;:ii".nr., "na.i.rir""rions, and compty with all applicable state and ri"r"ici*"pationar vi.,v .,io Hearth n" r"g-i"iions' rf the proiect for which the grant funds were ;;rd.Jl;ti;J., "rf:r;;ui" ""rit' ti" G.'#tt't subgrant agreement(s) shall expressly include *" "n"ro"u'ility and Jfi;;;i"; iui' ''ou'ing'tu'ttii"! plan requirements of Sections 3.01 and 3'02' 6.0lstormwaterDischargeandWaterManagementPlanRequircmen.:..|lanygrantfunds are used for urban ,,il'r.j."ir"in.,.n,at. or""i.""=rt"tt-ut,u.tt redeveropment site meet or requlre ;;;; ;il aPPl icable requirements of: (a)Federalandstatelawsrelatingtostormwatcrdischargesincluding,withoutlimitation,any applicable requirements of code "#;;;;"iR.gututioni'iiiit ao' punt l22and 123; and (b)TheCouncil,s205aWaterResottcesPolicyPlanylthelocalwatermanagementplanforthe jurisdiction *iffi*ftith tht "d"uelopment site is located' 6.03.AuthorizedAgent.Payment.re_quests,writtenreports,andcorrespondencesubmittedtothe Councit pursuant ,o iii, ngr"ement shalli"J;il;;; 'n" n*ttt"ii'"J 'rg*t named below or their successor through tn"'coui.i's online grun,, uo.ninistration portal or to the below contact Attn: KellY Nezworski MetroPolitan Council CD & rt'tfi pinunte and Administration 390 Robert Street North Saint Paul' Minnesota 55101-1805 kc I t r'ttcz rvut'sk iirt: tncte'stirtc' ttt tt' tts 6.09.Non.Assignment.MinnesotaStatutessection4T3.253,.subdivision2requirestheCouncilto distribute grant funds 1; ;ii;il ,,r*"i.io"riri"ri; *.oopolik;-;rea counties' or "devetopment authorities,, for projects in municipaltrb= ;ili:irj"'r"g j"ii" 'ota Housing Incentives Account program. Accordingly,lni, ,tgr..*"n, i. nSior;iffil"e and shall not be assigned by the Grantee' 6.10. Authorization to Reproduce Images'. rhe Grantee 'nffiJi:tJffi,""r',Xl.il E':fi! :IoT.lji;tl*::,XlJ't?11iffiT':{,i#ffi *11'1iiil;2.;;"'e in the crunte";s application or are submitted to r*il;;;,i";.;il "riri" gr*lapplication "";;;;t"tess or after grant award' or that the Grantee is f,ully authorized to g*.nift;;:i;;;r.g"rai"g'iri..opv'igtttuute materials; and (b) the copyrighrab,. r'"*ri"o o" "", ';tt'l!!"j',";:; i?t,t"^iJ"i"*'"i'' ihe Grantee agrees the councir t,u, u non"*"rusive royarty-free'ii"";;;" and a* n."".ruf permissions to,reproduce and publish the copyrighirfl" .","riutr-fo..non.ommerciat pu'po"t' i^ciuding but not limited to press releases, Or.r.nru.,oni,-rJp"nr, ."0 on tt'" ini"'net' The C'unt"t ut'l ug""ittt'" 9*:t't" will not hold the Council rrroonriur. i;itt. unuutr'"'i';;;;;;;rir''t *pv'igr'iuLrt i''utt'iul* bv third parties' information rcilrul ll 5 )l)25 57 229s(;-250-t6 Page I I Lrv AB LE "St#ysilil^'*i i HlNilffi o N Ac c ou Nr 6.ll.WarrantyofLegalg"pu:i.v-:.-TheindividualssigningthisAgreementojlbehalfofthe Grantee and on uetratroiitre council ,"nr"r"ir'ui.r'J*i"nro"n tdd;;t"i' uni tntco'nci['s behalf resoectively that the i"oi"iJ".i- are duiy #.;il ;'.*""ut"tn'J ngr-r*""t on the.Grantee's and the Council's behalf rlspectiv.elv t"l:11:ni;;;;;;;;"on"itutt'iit G'unttt't and the Council's ""[0, ui"Jf"g, and enforceable agreements' 6,|2.Counterparts.ThisAgreementmaybeexecutedincounterpart,eachofwhichcounterpart constitutes un o.iginut, uu, uo,riof *hich to;ether constitute one ihstrument' 6.13.ElectronicSignatures...,n:.,electronicsignatrtresoftheCouncil'sandtheGrantee's atrthorized ,.pr"rrntuiiues sha' be valid ur-un originul signature oitr* uotttorized representatives and sha, be effective r"'L'i"i ,i" council "^d',:;?r;ntele under rii' egr"r*"n'' This Agreement containing, o, to *t,i"il ,h; i, affixed, an electronic signature J;i;;;?"tmed to: (a) be'owritten" or,.in writing,,; o) ffi;;;i-rir""a; and (c) constitute u r".o.ilroulished and maintained in the ordinary course "f ';*;;;-*i un "rigili;;int" ':"o.td. "itt"" pti*"d from electronic files' ,.Electronic signature,,arso means u ,u""iitirig""J ".igi""l ::+;;* that is then transmitted by any erectronic means, in.iuaing without ri*itutio"n a faxed .r.r.ion of an original signature or an electronicatty ,"unnJ und tiansmitt"d "J.i;i;'*l 'i" notl of an original signature' The council's or the crantee,s failure to produce rh". "+;;"i-.Lnurur. of-uny J..tionicalty transmitted signature shall not affect the enforceability of this Agreement' This space intentionally teft blank' Signature page follows' rcvsed ll 3 2025 58 230s(;-25016 Page l2 LIVABLE COMMUNITIES DEMONSTRAIION ACCOUNT.- ONVNT,OPMENT GRANT PROGAM INwlTNEssWHEREOF.,theGranteeand.theCouncilhavecausedthisAgreementtobeexecuted by their duly authoriz#;;;;;";;;;;, rt i.'ig'*"*""i'is emective on the date of final execution by the Counoil., CITY OF FALCON ITEIGIITS METROPOLITAN COUNCIL '|-Aft'u. ^'' / t t',>By LisaBeth Barajas,Dlrector CommunitY DeveloPment 0611512026 Division Tit[e: Date: By: Titlel Date: Date: ot Byr Title: Date: By: Title.:" Date: Approved as to form: By City AttorneY's Date /{,?()7L 59s0-2t0.16 Page 13 revsetl ll 5 2025 231 ATTACIIMENT A PROJECT SUMMARY Thisattachmentcomprisesthispageand-thesucceedingpage(s)whichcontain(s)asummaryofthe project identified t" #;;ii;"IriJi.,p, 1];fi; C;;";ii.' n-"""stration ittount grant funds submitted in ,.rponr.to tirr council,s notici"of u*iiuu'i,v or n"rnonrtration Account grant funds for the Funding cv.r."ia.niinJ ut Page l. "iir'it igtt**t' . rrtl't"t*"ry reflects the proposed proiect rbr which d il;;; *u, u*iu.oJo ;;;;; i;; bv the council Action' and mav reflect changes in project funding sources, .rrungt, ii runding amount'' o' tino' changes in the proposed proiect that occurred subsJquent to appricati-on'rulri.rion. The.ppri."ti*.rr.:ni?T-ll"*o into this Asieement by reference and is made a parr of this Agreement as fo*ows' If the apprication or any pr-ovision of ttre applicliiJ, ,onni.o *itr, ori. in"onrit "n with the council Action, other provtstons of this Agreement, or the Project summary "t"*i"". in this nttactrment A' the terms' descriptions and dolrar amounts reflected in the coun.it"i.iion-o-lon,uin.Jin trtit Agreement and the Project summary sha, prevail. For the purposer'"i.*"r"inf conflicts'o.-in.oirirtencies, the order of precedence is: (l) ,rr" co"*ir n.,ion; trl ,ni.'ot ."..it; tl) the Project summary; and (4) the grant application. 60 232 ) Livable Communities Proiect Summary Grant # Type: ApPlicant: Proiect Name: Proiect Location: Council District: sG-25046 LCDA DeveloPment City of Falcon Heights LarPenteur Avenue Senior 1644 LarPenteur Ave W 10- Lindstrom age-houstngsenlorcomemixed-inof01units1createwillThisproiectandolder55yearsagedresidentstorestrictedProject Overview 3Total Jobs 2JobsLivi110unitsotal 12 AM-60%1554AM1350%4AM30%ble units 16 studio;76 1BR; 18 2BRAnticiPated # bedrooms Fu 000,000Amount AmountAward&FundsofUse Award Amount$432,500 Generalities:Activ housingsenioofmixed-incomeunits0Deliverable$432,500 61 233 ..) I ATTACI{MENT B PROJECT LOCATTON(S) This attachment comprises this page and the succeeding page(s) which contain aerial photography or drawings that identiff the specific location(s) within the Project boundaries for which the Grantee must use the grant funds. The attached photography or drawings also may identifr the types of eligible activities for which the grant funds must be used at specific locations within the Project boundaries. 62 234 U Project Location(s) LCAAgfial TOD-[.CAProject:LrrpenteurA,/enueseniorlsnelhng&LarpenteurArterial BilsRrpidTrsnsitllvlaplO: 1753822021944 005 0 075 flrrcrar lf c'aeo 0 AI Miles o : ?ofi Rtrle Pr(els 0 00125 0025 tdnr.i:idNr!'irtj.i*r::nil.i{i SllArIlr!llr\!:.t ?r..r. I .: .rl - i..rr.:.-*.r!r. Crerled 7,P10:5 1 --. '.. v1 63 ..cJnVir*' .J 235 .) EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Real property in the City of Falcon Heights, County of Ramsey, State of Minnesota, described as follows Parcel l: The East 250 feet of the North 500 feet except the West 150 feet of the East 160 feet of the North 283 feet of the Northwest Quarter of the Northeast Quarter of the Northeast Quarter of Section 21, Township 29, Range 23. Parcel2 The West 150 feet of the East 160 feet of the North 283 feet of the Northwest Quarter of the Northeast Quarter of the Northeast Quarter of Section 21, Township 29, Range 23, West of the FourthPrincipal Meridian. (All Torrens Property, Certificate of Title No. 640336) J 239520v1 238 EXHIBIT B LCDA LOAN DOCUMENTS 239520v1 239 LOAN AGREEMENT (LCDALoan) This Loan Agreement ("Agreement") is made this day of _,2026, between FAIRWAY COMMONS, LIMITED PARTNERSHIP, a Minnesota limited partnership ("Borrower") and the CITY OF FALCON HEIGHTS, a Minnesota municipal corporation ("Lender"). RECITALS A. The Lender and the Metropolitan Council (the "Council") have entered in a Metropolitan Livable Communities Act Grant Agreement approved by the Council on November 12, 2025 (the "Grant Agreement"), committing grant funds from the Council's Livable Communities Demonstration Account (the "Grant") to the Lender, to be used by the Lender to assist the Borrower with the costs of general construction of ll0 units of mixed-income senior housing (the "Project Costs") on certain property located in the City of Falcon Heights described in Exhibit A (the "Property"). B. In order to facilitate the use of low-income housing tax credits for an affordable mixed-income senior housing on the Property (the "Affordable Housing"), the Borrower has requested that the Grant by the Lender to the Borrower be structured as a loan. C. Lender agrees to loan to Borrower the proceeds of the Grant to finance a portion of the Project Costs on the Property, pursuant to the terms and conditions of this Agreement. D. In consideration for the loan contemplated by this Agreement, Borrower is executing and delivering to Lender this Agreement. NOW THEREFORE, to induce Lender to make the Loan (as defined hereinafter) to Borrower, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: l. The Loan Amount. Subject to and upon the terms and conditions ofthis Agreement and the Grant Agreement, Lender agrees to loan to Borrower the sum of Four Hundred Thirty-Two Thousand Five Hundred and no/100 Dollars ($432,500.00), or so much thereof as may have been advanced to Borrower (the "Loan"). The Loan shall be evidenced by a promissory note ("Note") payable by Borrower to Lender and substantially in the form of Exhibit B attached to this Agreement, 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 Section 3 hereof. 2. Repayment of Loan. The Loan shall be repaid without interest as follows: 238997v5 a. No interest shall accrue on the Note. 240 b. The entire amount of principal of the Loan shall be due and payable on ,2056. The Borrower may prepay the Loan, in whole or in part, on any date, subject to the terms provided in the Note. 3. Disbursement of Loan Proceeds. The proceeds of the Loan shall be disbursed by the Lender to the Borrower in accordance with the terms and conditions of the Grant Agreement and the terms of this Agreement. Notwithstanding anything to the contrary contained herein, the Lender shall only be obligated to make the disbursements hereunder to pay proceeds of the Loan 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 Lender under the Grant Agreement. Notwithstanding anything to the contrary herein, any excess of the Project Costs over the principal amount of the Loan shall be the sole responsibility of the Borrower. b. Disbursement ofthe proceeds ofthe Loan will be made subject to the conditions precedent that on or prior to the Loan Closing Date: The Lender has received from Borrower, without expense to Lender, executed copies of this Agreement and the Note, and Borrower further having caused to be executed and delivered to Lender a mortgage in substantially the form set forth in Exhibit C (the "Mortgage"); The Borrower has presented the Lender with evidence that the Loan funds are being allocated solely to the Affordable Housing on the Property; The Borrower has provided evidence that covenants have been recorded against the Property ensuring that the affordable units will remain affordable for a minimum period of fifteen (15) years; and No Event of Default under this Agreement or the Grant Agreement shall have occurred and be continuing. 4. No Business Subsidy. The parties agree and acknowledge that the Loan is not a business subsidy as defined in Minnesota Statutes, Section 116J.993, because the assistance is for housing.5. Covenants" Representations. Warranties. and Agreements. Borrower covenants, represents, and warrants to Lender, and agrees that: a. Borrower is duly authorized and empowered to execute, deliver, and perform this Agreement and to borrow money from Lender. b. The execution and delivery of this Agreement, and the performance by Borrower of its obligations hereunder, do not and will not violate or conflict 1V 238997v5 241 with any provision of law and do not and will not violate or conflict with, or cause any default or event of default to occur under, any ag-reement binding upon Borrower. c. The execution and delivery of this Agreement has been duly approved by all necessary action of Borrower, and this Agreement has in fact been duly executed and delivered by Bonower and constitutes its lawful and binding obligation, legally enforceable against it. d. Borrower warrants that it shall keep and maintain books, records, and other documents relating directly to the receipt and disbursements of Loan proceeds and that any duly authorized representative of Lender shall, at all reasonable times, have access to and the right to inspect, copy, audit, and examine all such books, records, and other documents of Borrower pertaining to the Loan disbursements until the completion of all closeout procedures and the final settlement and conclusion of all issues arising out of this Loan. e. Borrower warrants that it has fully complied with all applicable state and federal laws pertaining to its business and will continue to comply throughout the terms of this Agreement. If at any time Borrower receives notice of noncompliance from any govemmental entity, Borrower agrees to take any necessary action to comply with the state or federal law in question. f. Borrower warrants that it will use the proceeds of the Loan made by Lender solely for the Project Costs. g. Borrower warrants that it will not create, permit to be created, or allow to exist any liens, charges, or encumbrances prior to the obligation created by this Loan Agreement, except as otherwise authorized in writing by Lender and except as may be allowed pursuant to the Mortgage. h. Borrower shall obey and comply with all federal, state and local laws, rules and regulations in connection with the Project. i. Borrower is bound by all the terms and conditions of the Grant Agreement to the same extent as the Lender, subject to Section l0 hereof. j. Borrower shall comply with all the requirements of the Grant Agreement applicable to the Lender, subject to Section l0 hereof. 6. Event of Default by Borrower. The following shall be Events of Default under this Agreement, subject to any cure or grace periods contained in the Loan Documents: 238997v5 a. Failure to pay any principal or interest on the Loan when due; 242 b. Any material misrepresentation or warranty made by Borrower herein or in any document, instrument, or certificate given in connection with this Agreement, the Note, or the Mortgage (the "Loan Documents") which is materially false when made; c. Borrower fails to pay its debts as they become due, makes an assignment for the benefit of its creditors, admits in writing its inability to pay its debts as they become due, files a petition under any chapter of the Federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, becomes "insolvent" as that term is generally defined under the Federal Bankruptcy Code, files an answer admitting insolvency or inability to pay its debts as they become due in any involuntary bankruptcy case commenced against it, or fails to obtain a dismissal of such case within thirty (30) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or be adjudged a bankrupt or insolvent, or has a custodian, trustee, or receiver appointed for, or has any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution, or liquidation, and such custodian, trustee, or receiver is not discharged, or such jurisdiction is not relinquished, vacated, or stayed within thirty (30) days of the appointment; d. A garnishment summons or writ of attachment is issued against or served upon Lender for the attachment of any property of Borrower in Lender's possession or any indebtedness owing to Borrower, unless appropriate papers are filed by Borrower contesting the same within thirty (30) days after the date of such service or such shorter period of time as may be reasonable in the circumstances; Borrower breaches or fails to perform any other term or condition of this Agreement not specifically described as an Event of Default in this Agreement and such breach or failure continued for a period of thirty (30) days after the Lender has given written notice to Borrower specifying such default or breach, however, if the failure stated in the notice cannot be corrected within the applicable period, Lender will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Borrower within the applicable period and is being diligently pursued until the Default is corrected, but no such extension shall be given for an Event of Default that can be cured by the payment of money (i.e., payment of taxes, insurance premiums, or other amounts required to be paid hereunder); f. Borrower is in violation of affordability covenants recorded against the Property; or e 238997v5 g. Any breach by Bonower of any other agreement between Borrower and Lender 243 The Borrower's investor limited partner, U.S. Bancorp Community Development Corporation, a Minnesota corporation (together with its permitted successors andlor assigns, the "Investor Limited Partner"), shall have an opportunity, but not an obligation, to cure any Events of Default or defaults under this Agreement and under any of the other Loan Documents, and any such cure shall be accepted by the Lender as if cured by the Borrower itself. 7. Lender's Remedies upon Borrower's Default. Upon an Event of Default by Borrower and after provision by Lender of written notice, and subject to any cure or grace periods contained in the Loan Documents, Lender shall have the right to exercise any or all ofthe following remedies (and any other rights and remedies available to it): a. declare the principal amount of the Loan to be immediately due and payable upon providing written notice to Borrower; b. suspend its performance under this Loan Agreement; c. take any action provided for at law or in equity to enforce compliance by Borrower with the terms of this Agreetnent and the Note or to seek repayment or reimbursement of the Loan funds disbursed to Borrower, or otherwise compensate the Lender for any damages on account of such Event of Default; d. exercise its rights under the Mortgage; e. terminate this Agreement. In addition to any other amounts due on the Loan, and without waiving any other right of Lender under this Agreement or any other instrument securing the Loan, Borrower shall pay to Lender a late fee of $250 for any payment not received in full by Lender within 30 calendar days of the date on which it is due. No delay or omission to exercise any right or power accruing upon an Event of Default shall impair any such right and power provided herein, nor shall it 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. , $. Lender's Costs of Enforcement ofAsreement. If an Event of Default has occurred as provided herein, then upon demand by Lender, Borrower shall pay or reimburse Lender for all expenses, including all reasonable attorneys'fees and expenses incurred by Lender in connection with the enforcement of this Agreement and the Note, or in connection with the protection or enforcement of the interests and collateral security of Lender in any litigation or bankruptcy or insolvency proceeding or in any action or proceeding relating in any way to the transactions contemplated by this Agreement 9. Indemnification 238997v5 244 a. Except for any claims, lawsuits, or damages arising or related to the gross negligence or willful misconduct of the Lender, Borrower shall and does hereby agree to indemnify against and to hold Lender, and its officers, agents, and employees, harmless of and from any and all liability, loss, or damage that it may incur under or by reason of this Agreement, and of and from any and all claims and demands whatsoever that may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained herein. b. Should Lender, or its officers, agents, or employees incur any such liability or be required to defend against any claims or demands pursuant to this Section, or should a judgment be entered against Lender, the amount thereof, including costs, expenses, and attorneys' fees, shall bear interest thereon at the rate then in effect on the Note, shall be secured hereby, shall be added to the Loan, and Borrower shall reimburse Lender for the same immediately upon demand, and upon the failure of Borrower to do so, Lender may declare the Loan immediately due and payable. This indemnification and hold harmless provision shall survive the execution, delivery and performance of this Agreement and the creation and payment of any indebtedness to Lender. Borrower waives notice of the acceptance of this Agreement by Lender. d. Nothing in this Agreement shall constitute a waiver of or limitation on any immunity from or limitation on liability to which Bonower is entitled under law. 10. Incorporation of Grant Agreement. Borrower acknowledges and agrees that all terms, conditions and obligations 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 Lender's obligations described in the Grant Agreement, unless such obligation can only be reasonably performed by the Lender. I l. Costs. Borrower shall be responsible for payment of all costs and expenses incurred by Lender in connection with the Grant Agreement, Loan Agreement and all related documents, including consultant costs. Borrower will reimburse the Lender for such costs within 30 days of invoicing by the Lender. 12. Miscellaneous. Waiver. The performance or observance of any promise or condition set forth in this Agreement may be waived, amended, or modified only by a writing c 238997v5 a. 245 signed by Borrower and Lender. No delay in the exercise of any power, right, or remedy operates as a waiver thereof, nor shall any single or partial exercise of any other power, right, or remedy. b. Assignment. This Agreement shall be binding upon Borrower and its successors and assigns and shall inure to the benefit oflender and its successors and assigns. All rights and powers specifically conferred upon Lender may be delegated by Lender to any of its successors and assigns. Borrower's rights and obligations under this Agreement may be assigned only when such assignment is approved in writing by Lender, except as provided in Section 6 hereof. Nothing in the Loan Documents shall limit or restrict the ability of Investor Limited Partner, its successors and assigns to transfer, sell or assign its ownership interest in Borrower, from time to time, without consent of Lender. In particular, Lender hereby consents to any transfers, sales or assignments of limited partnership interests in Borrower to any affiliate of the Investor Limited Partner or any entity in which the Investor Limited Partner, or an affiliate, is the manager or managing general partner and agrees that such transfers shall not constitute defaults under the Loan Documents. Further, the withdrawal, removal, transfer and/or replacement of the general partner and/or special limited partner of Borrower pursuant to the terms of the Borrower's Partnership Agreement shall not constitute a default under any of the Loan Documents, and any such actions shall not accelerate the maturity of the Loan; provided that Borrower agrees to notify the Lender of any proposed replacement general partner and/or special limited partner prior to replacement, and, upon replacement, shall notify the Lender of the name and contact information of the replacement general partner and/or special limited partner with reasonable promptness. c. Governins Law. This Agreement is made and shall be governed in all respects by the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. d. Severability. If any provision or application of thisAgreement is held unlawful or unenforceable in any respect, such illegality or unenforceability shall not affect other provisions or applications that can be given effect, and this Agreement shall be construed as if the unlawful or unenforceable provision or application had never been contained herein or prescribed hereby. 238997v5 246 e. Notice. All notices required hereunder shall be given by depositing in the U.S. mail, postage prepaid, certified mail, return receipt requested, to the following addresses (or such other addresses as either party may notifr the other): To Lender:City of Falcon Heights, Minnesota Attention: City Administrator 2077 Larpenteur Avenue West Falcon Heights, MN 551l3 To Borrower:Fairway Commons, Limited Partnership 2 Meridian Crossings, Suite 250 Minneapolis, Minnesota 5 5423 Attention: Christopher Stokka With a copy to:Winthrop & Weinstine, P.A. Capella Tower, Suite 3500 225 South Sixth Street Minneapolis, Minnesot a 5 5402 Attn: Shawn Alexander, Esq. And with a copy to:U.S. Bancorp Community Development Corporation 505 North Seventh Street, lOth Floor Mail Code: SL-MO-TI0F St. Louis, MO 63101 USB Project No: 36269 Attn.: Director ofAsset Management And with a copy to:Bennett P. Applegate, Esq. Applegate & Thorne-Thomsen, P.C 425 S. Financial Place, Suite 1900 Chicago, IL 60605 f. Termination. Subject to extensions agreed to by the Lender and Borrower and approved by the Council, if the Loan is not disbursed pursuant to this Agreement and the Grant Agreement by December 31, 2028, this Agreement shall terminate and neither party shall have any further obligation to the other, except that if the Loan is not disbursed because Borrower has failed to use its best efforts to comply with the conditions set forth in Section 3 of this Agreement then Borrower shall pay to Lender all reasonable attorneys' fees, I 238997v5 247 costs, and expenses incurred by Lender in connection with this Agreement and the Note. g. Entire Aereement. This Agreement, together with the Exhibits hereto, which are incorporated by reference, constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to this Agreement, superseding all prior or contemporaneous proposals, communications, and understandings, whether oral or written, concerning the Loan. h. Headings. The headings appearing at the beginning of the several sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used in the construction and interpretation of this Agreement Survival of Agreements. Representations and Warranties. All agreements, representations and warranties made in this Agreement by the Bonower shall survive termination. j. Joint Venture. The relationship between the Borrower and Lender is solely that of grantor and grantee and the relationship by and between the Borrower and Lender is not, nor shall it be deemed to create a partnership or joint venture in the Project. k. Land Use Restriction. Notwithstanding any provision to the contrary in the Loan Documents, Lender acknowledges and agrees that (a) the Property is or will be subject to a Land Use Restriction Agreement (as defined below); (b) the recordation of the Land Use Restriction Agreement against the Property is permitted under the terms of the Loan Documents; and (c) the lien of any Loan Documents, and the terms and provision thereof, shall be subordinate to the Land Use Restriction Agreement, regardless of the order of recording of either document. "Land Use Restriction Agreement" means the extended low-income housing commitment, regulatory agreement or restrictive covenants executed or to be executed by Borrower, as may be amended, setting forth certain terms and conditions under which the Property is to be operated and which shall meet the requirements of Section 42(hX6XB) of the Internal Revenue Code of 1986, as amended. 238997v5 (The remainder of this page is intentionally left blank.) 248 .( IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the proper officers thereunto duly authorized on the day and year first written above. CITY OF FALCON HEIGHTS, MINNESOTA Mayor By strator ) ,J 238997v5 ISIGNATURE PAGE TO LCDA LOAN AGREEMENT - FAIRWAY COMMONS, LIMITED PARTNERHIPI 249 FATRWAY COMMONS' LrMrrED. PARTNERSHIp, a Minnesota limited partnership Rv: Falcon Heights Group LLC' a-MinnesotaDr ' ir.t"oir"urlity company' its General Partner Name:Tyler Mannine Titte:Vice President and SecretarY :J J 238997v5 250 Parcel 1: The East 250 feet of the North 500 feet except the west 150 feet of the East 160 feet of the North 283 feet of the Nonhwest euarter of the tffiiia# q""*"r "rir,. Northeast euarter of section 21' TownshiP 29,Range23' Parcel 2: 'r rr^f,L tQ2 fae )uarter of the TheWestl50feetoftheEast160feetoftheNorth2S3feetoftheNorthwest( Northeast euarter of,n. Nonteast euart-er ois"",ion zr, ro*nrtrip 29, Range 23' west of the Fourth PrinciPal Meridian' (All Tonens Property, Certificate of Title No' 640336) EXHIBIT A PROPERTY Real Property in the City of Falcon Heights, County of Ramsey, State of Minnesota, described as follows ) J 238997v5 261 EXHIBIT B PROMISSORY NOTE (Attached') 238997v5 252 EXHIBIT C MORTGAGE (Attached.) 43009964v5 238997v5 253 $432,500.00 PROMISSORY NOTE given by FAIRWAY COMMONS, LIMITED PARTNERSHIP a Minnesota limited partnership to THE CITY OF FALCON HEIGHTS a municipal corporation under the laws of the State of Minnesota Dated: _,2026 At: Falcon Heights, Minnesota FOR VALUE RECEMD, the undersigned, FAIRWAY COMMONS, LIMITED PARTNERSHIP, a Minnesota limited partnership (the "Borrower"), hereby promises to pay to the order of THE CITY OF FALCON HEIGHTS, a municipal corporation under the laws of the State of Minnesota ("Holder") at the offices of the Holder or such other place as the Holder may, from time to time, designate in writing, the principal sum of Four Hundred Thirty-Two Thousand Five Hundred and No/100 Dollars ($432,500), or so much thereof as may be advanced to Borrower (the "Loan"). This Note shall not bear interest. The entire principal balance of this Note is due and payable on the earlier of: (a) 2056, (b) upon the sale of fee title to any portion of the Property identified in the Loan Agreement without the Holder's prior consent, or (c) upon the Borrower's default under the Loan Agreement or Mortgage, subject to all applicable notice and cure periods. The Borrower may prepay the Loan, in whole or in part, on any date, subject to the terms provided in the Note. This Note is issued pursuant to that certain LCDA Grant Agreement between the Metropolitan Council and Holder and defined in the Loan Agreement between Holder and Borrower dated as of the date hereof (the "Loan Agreement") and a Mortgage dated the date hereof from Borrower, as Borrower, to the Holder, as Holder (the "Mortg&ge"), on property owned by Borrower (the "Project"). All of the agreements, conditions, covenants, provisions and stipulations contained in the Loan Agreement and Mortgage 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. Time is of the essence hereof. In the event of any default in the payment of any principal or other indebtedness due hereunder, Holder shall provide written notice thereof to Borrower and Borrower shall have thirty (30) days from receipt of such notice to cure such default. In the event Borrower defaults on any of its other non-monetary obligations under this Note, the Loan Agreement, or the Mortgage, Holder shall provide written notice thereof to Borrower and Borrower shall have sixty (60) days from receipt of such notice to cure such default; provided, however, that if such default cannot reasonably be cured within such sixty (60) day period, Borrower shall have such additional time as may be reasonably necessary to cure such default so long as Borrower commences such cure within such sixty (60) day period and diligently pursues such cure to completion and provided that a default related to completion of construction of the Project must be cured by the expiration date provided under the LCDA Grant Agreement and Loan Agreement. If any such default remains uncured after the expiration of the applicable cure period, the Holder may, at its right and option, declare immediately due and payable the principal balance of this Note, together with any attorneys' fees 239038v4 254 incurred by the Holder in collecting or enforcing payment thereof, whether suit be brought or not, and all other sums due hereunder and payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided in any document securing this Note, including any Mortgage. The Holder may extend the time of payment of principal of this Note without notice to or consent of any party liable hereon and without releasing such party. The Borrower hereby waives demand, presentment, notice of nonpayment, protest, notice of protest, notice of dishonor and diligence in collection and agrees that without any notice the Holder hereof may take and/or release additional security herefor or the Holder hereof may, from time to time, release any part or parts of security interests from Bonower in favor of Holder with or without consideration and that in any such case the Borrower and any guarantor, surety or endorser shall remain liable to pay the unpaid balance of the indebtedness evidenced hereby as so additionally secured, extended, renewed or modified and notwithstanding any such release. The remedies of the Holder, as provided herein and in any document securing this Note shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion ofthe Holder, and may be exercised as often as occasion therefor shall occur. The Holder may, in its discretion, waive any default hereunder and its consequences and rescind any declaration of acceleration of principal; provided, however, that no action or inaction by the Holder shall be deemed a waiver of any of the Holder's rights or remedies unless the Holder specifically agrees in writing that such action or inaction shall constitute a waiver of its rights or remedies. Any waiver shall only apply to the particular instance for which it was agreed. No delay in exercising and no failure in exercising any right or remedy hereunder or afforded by law shall be a waiver of or preclude the exercise of any right or remedy hereunder or provided by law, whether on such occasion or any future occasion, nor shall such delay be construed as a waiver of any default or acquiescence therein. The exercise or the beginning of the exercise of one right or remedy shall not be deemed a waiver of the right to exercise at the same time or thereafter any other right or remedy. In the event of any default hereunder the Borrower agrees to pay the costs of collection including reasonable attorneys' fees. If this Note is reduced to judgment, such judgment shall bear the lawful interest rate pertaining to judgments, but not to exceed 6oh per annum. This Note may be prepaid in whole or in part without penalty. The obligations of the Borrower hereunder are unconditional except as otherwise stated herein, irrespective of any defense or any rights of setoff, recoupment or counterclaim it might otherwise have against the Holder or any governmental body or other person. The Loan is a non-recourse obligation of the Borrower. Neither the Borrower nor any of its partners or officers, nor any other party, shall have any personal liability for repayment of the Loan. The sole recourse of Holder for repayment of the Loan shall be the exercise of its rights against the Project and related security thereunder. This Note may not be sold, transferred, assigned or pledged without the prior written approval of the Borrower. This Note shall be governed by and construed in accordance with the laws of the State of Minnesota. If any of the terms 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 239038v4 2 255 1 I such terrns to persons or circumstances other than those to which it is invalid or unenforceable, shall not be affected thereby, and each of the terms of this Note shall be valid and enforceable to the fullest extent permitted by law. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts and things required to exist, to happen and to 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. [Signature Page Follows] ) JJ 239038v4 256 ) IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed by its authorized representative, all on the date and year first above written. BORROWER: FAIRWAY COMMONS, LIMITED PARTNERSHIP, a Minnesota limited partnership By: Falcon Heights Group LLC, a Minnesota limited liability company, its General Partner By Name: Tyler Manning Title: Vice President and Secretary 43009968v5 4 239038v4 257 MORTGAGE ($432,500 LCDA Loan) THIS MORTGAGE IS EXEMPT FROM MORTGAGE REGISTRATION TAXpuRsuANT TO MrNN STAT SECTTON 287.04 (f) BECAUSE THrS MORTGAGE WAS MADE UNDER THE MORTGAGEE'S LOW AND MODERATE INCOME OR OTHER AFFORDABLE HOUSING PROGRAM THAT PROVIDES FOR LOANS THAT MEET THE INCOME LIMITS AND SALES PRICE LIMITS AS DETERMINED UNDER FEDERAL AND STATE LAW. THIS MORTGAGE is made this _ day of _ 2026 by and between FAIRWAY COMMONS, LIMITED PARTNERSHIP, a Minnesota limited partnership (the "Mortgagor") in favor of THE CITY OF FALCON HEIGHTS, a municipal corporation under the laws of the state of Minnesota (the "Mortgagee"). WHEREAS, pursuant to that Loan Agreement between the Mortgagor and Mortgagee dated as of 2026 (the "Loan Agreement"), Mortgagor executed that certain Promissory Note of even date herewith (the "Note") in the amount of Four Hundred Thirty-Two Thousand Five Hundred Dollars ($432,500) evidencing the loan described in the Loan Agreement (the "Loan"); and WHEREAS, pursuant to the Loan Agreement and the Note, the entire indebtedness of Mortgagor to Mortgagee of the Loan is due and payable in full on 2056; and WHEREAS, this Mortgage is given to secure repayment of all amounts due by Mortgagor to Mortgagee under the Loan Agreement and the Note, as well as other amounts due by Mortgagor to Mortgagee under the terms of this Mortgage. NOW, THERLFORE, in consideration ofthe foregoing, and for other good and valuable consideration, Mortgagor hereby grants, bargains, sells and conveys to Mortgagee the following real property in Ramsey County, Minnesota (the "Premises") legally described on Exhibit A attached hereto and incorporated herein to have and to hold the same, together with all the hereditaments and appurtenances thereto belonging or in anywhere appertaining, forever. PROVIDED NEVERTHELESS that if Mortgagor, or Mortgagor's successors or permitted assigns, shall (i) pay, or cause to be paid, to Mortgagee the principal amount of the Loan heretofore and hereafter advanced by Mortgagee to Mortgagor under the Note; (ii) pay all taxes and special assessments that are now or may be hereafter levied and assessed on and against the Premises as they shall be due and before they become delinquent; (iii) keep the improvements on the Premises continuously insured as hereinafter provided; (iv) pay the principal and interest installments on any prior mortgage or mortgages as the same or any part thereof become due; and (v) keep and perform each and every covenant herein, then this Mortgage shall be null and void; 239040v5 258 otherwise it shall be and remain in full force and effect. MORTGAGOR WARRANTS AND COVENANTS to and with Mortgagee as follows: 1. Mortgagor is lawfully seized of a fee simple interest in the Premises and has good right to sell and convey the same. The Premises are free from all liens and encumbrances, except any prior mortgage or mortgages of record and other matters listed in the Mortgagor's title policy. Mortgagor shall warrant and defend the title of the Premises against all lawful claims except such prior mortgage or mortgages of record and encumbrances of record. The foregoing covenants and warranties shall survive foreclosure of this Mortgage and shall run with the land. 2. Mortgagor shall pay the principal and interest (if any) as the same become due on any prior mortgage or mortgages on the Premises. 3. Mortgagor shall procure at Mortgagor's own expense fire and extended coverage insurance on the improvements on the Premises, payable in case of loss to Mortgagee, its successors and assigns, as its interest may appear, such insurance to be written by a reliable insurance company approved by Mortgagee in an amount at least equal to the full insurable value of such improvements. In the event of any fire or other casualty to the Premises or eminent domain proceedings resulting in condemnation of the Premises or any part hereof, the Mortgagor shall have the right to rebuild the Premises, 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 Premises 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. 4. Mortgagor shall pay all taxes and special assessments now and hereafter levied and assessed on the Premises before the same become delinquent, provided, however, that Mortgagor is permitted to contest the same in good faith. 5. Mortgagor shall keep the Premises in good repair, shall not remove the improvements from the Premises, unless promptly replaced with substantially similar improvements, and shall not commit waste or permit impairment or deterioration of the Premises. 6. Mortgagor shall comply with and perform all of the Mortgagor's obligations under the Loan Agreement, this Mortgage and the Note. 7 . In the case of failure of Mortgagor to pay such taxes or special assessments or to keep said improvements insured as provided herein, or to pay the principal or interest (if any) on the prior mortgage or mortgages on the Premises, Mortgagee may at its option, after ten (10) days' written notice to Mortgagor, pay and discharge such taxes and assessments, effect such insurance on said improvements and pay the premiums thereon and pay the principal and interest (if any) that become due and remain unpaid on the prior mortgage or mortgages on the Premises, and the sum or sums that may be so paid by Mortgagee shall bear interest from the time of such payment at the rate of 8Yo per annum or the highest rate allowed by law, whichever is lower, and shall be deemed and is hereby declared to be an additional lien upon the Premises 239040v5 259 in the amount that shall be so paid, with interest thereon, as aforesaid, and shall be added to and be collectable as part of and in the same manner as the original debt which this Mortgage is given to secure. 8. Reserved. 9. The following shall be Events of Default by Mortgagor; provided, however, that Mortgagee shall have given the Mortgagor notice of such Event of Default hereunder and at least thirty (30) days within which to cure such Event of Default, and that if such Event of Default cannot reasonably be cured within such thirty (30) days, Mortgagor shall have such additional time as may be reasonably necessary if Mortgagor commences to cure such Event of Default within such thirty (30) day period and thereafter diligently prosecutes such cure to completion: a) The failure to pay the indebtedness hereby secured, as it becomes due; b) The failure to pay, when due, the taxes or special assessments on the Premises; c) The failure to keep the improvements on the Premises insured as herein provided; d)The failure to keep and perform any of the covenants and agreements herein contained to be kept and performed by Mortgagor; e)Except as otherwise permitted in the Loan Agreement, the sale, assignment, conveyance or other transfer (whether by deed, contract for deed, lease or otherwise) of the Premises, except for leases for one year or less, not approved in advance by Mortgagee; or The failure to comply with and perform all of the requirements of the LCDA Grant Agreement (as defined below) related to the Premises, which failure results in the Mortgagee being obligated to indemnify or repay all or any portion of the LCDA grant funds to the Metropolitan Council. Upon the occurence of any Event of Default, Mortgagor hereby authorizes and empowers Mortgagee to declare the entire indebtedness hereby secured to be immediately due and payable, at Mortgagee's option, and to enforce the payment thereof and to foreclose this Mortgage by judicial proceedings or by sale of the Premises at public auction and convey the same to the purchaser in fee simple, pursuant to the statutes of the State of Minnesota, and out of the monies arising from said sale to retain (i) the principal which shall then be due on the indebtedness secured hereby, and interest, if any, accrued thereon, (ii) an amount equal to all taxes and special assessments paid by Mortgagee upon the Premises, or then levied and unpaid, (iii) any sum paid by Mortgagee for principal or interest on any prior mortgage or mortgages on the Premises, (iv) an amount equal to any insurance premiums paid by Mortgagee upon the Premises, (v) any other amounts payable by the Mortgagee to the Metropolitan Council as a result of the failure of the Mortgagor to comply with and f) 239040v5 260 perform all of the requirements of the LCDA Grant Agreement related to the Premises, and (vi) costs and disbursements of such foreclosure, including statutory attorney's fees; and to pay the surplus, if any, to Mortgagor. In the event of any default hereunder the Mortgagor agrees to pay the costs of collection including reasonable attorneys' fees. 10. So long as this Mortgage and the Note evidencing the indebtedness secured hereby are held by Mortgagee, Mortgagor will not execute or file for record any instrument which imposes a restriction upon the sale or occupancy of the Premises on the basis of race, color, religion, or SCX. I l. No delay by Mortgagee in exercising any right or remedy provided herein or otherwise afforded by law or equity shall be deemed a waiver of or preclude the exercise of such right or remedy. All such rights and remedies shall be distinct and cumulative and may be exercised singularly or serially (in any order) or concurrently, and as often as the occasion therefore arises. 12. Mortgagee may at any time and from time to time, without notice, release any person liable for the payment of any indebtedness under the Note, extend the time or agree to alter the terms of payment of any indebtedness, release any property securing any indebtedness, consent to the creation of any easement on the Premises, or agree to alter or amend the terms of this Mortgage in any way, all without in any way affecting the liability of any person (other than the person so released, if any) or the validity or priority of this Mortgage (except as it covers property so released, ifany). 13. The covenants and agreements contained in this Mortgage shall bind, and the rights conferred hereby shall inure to, the respective, legal representatives, successors and assigns of Mortgagor and Mortgagee. Wherever used, the singular number shall include the plural, afid the plural the singular. All covenants and agreements of Mortgagor shall be joint and several. 14. Mortgagee shall furnish to Mortgagor a conformed and fully completed copy of the Note and this Mortgage at the time that this Mortgage is executed or at a reasonable time after this Mortgage is recorded. 15. The Mortgagee, for itself and its successors and assigns, covenants and agrees that it will not commence procedures to foreclose on this Mortgage without the prior written consent of any of the senior lenders or the Minnesota Housing Finance Agency, or its successors and assigns ("MHFA") if there is a mortgage held by MHFA on the Project. 16. The Loan is a non-recourse obligation of the Mortgagor. Neither Mortgagor nor any of its members or officers, nor any other party, shall have any personal liability for repayment of the Loan. The sole recourse of Mortgagee for repayment of the Loan shall be the exercise of its rights against the Premises and related security thereunder. 17. Except for willful misrepresentation, misconduct or negligence of the Indemnified Parties (as hereafter defined), and except for any breach by any of the Indemnified Parties of their obligations under the Loan Agreement, this Mortgage or the Note, the Mortgagor agrees 239040v5 261 to protect and defend the Mortgagee and the governing body members, officers, agents, servants and employees thereof (the "lndemnified Parties"), now or forever, and further agrees to hold the Indemnified Parties harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the Loan Agreement, this Mortgage, the Note, or the transactions contemplated hereby or the acquisition, construction, improvement, ownership, and operation of the Premises. 18. Mortgagee has been awarded a $432,500 LCDA grant from the Metropolitan Council pursuant to the Metropolitan Livable Communities Act Grant Agreement approved by the Council on November 12, 2025, committing grant funds from the Council's Livable Communities Demonstration Account to the Mortgagee (the "LCDA Grant Agreement"), and has agreed to loan such funds to finance certain costs of the Mortgagor's development of the Premises. Mortgagee is loaning the funds to Mortgagor pursuant to the Loan Agreement, this Mortgage and the Note subject to the following conditions: (a) Loan funds can be used to finance only the costs of general construction of 1 l0 units of mixed-income senior housing on the Premises, as more fully described in the LCDA Grant Agreement, and (b) Loan funds may only be drawn down upon the Mortgagee's receipt of documentation demonstrating that the work for which the funds are being requested has been completed. The Mortgagor shall comply with the foregoing and all other requirements of theLCDA Grant Agreement related to the Premises and if it fails to do so and the Mortgagee is obligated tg repay all or any portion of the LCDA grant funds to the Metropolitan Council, the Mortgagor shall be liable to and shall pay to the Mortgagee the amount required to be repaid. The Mortgagor shall provide the Mortgagee all reports, certificates, information and documents which are necessary for the Mortgagee to comply with its obligations under the LCDA Grant Agreement. 19. Mortgagor will permit Mortgagee and its agents, upon not less than five (5) days' prior written notice, to enter and to authorize others to enter upon any or all of the Premises, or inspect Mortgagor's records regarding the Premises atreasonable times during normal business hours, to perform or observe any covenants, conditions, or terms which Mortgagor shall fail to perform, meet or comply with and which Mortgagee is authorized to perform under the terms of this Mortgage, or for any other purpose in connection with the protection qr preservation of Mortgagee's security, without thereby becoming liable to Mortgagor or any person in possession under Mortgagor. 20. Mortgagee acknowledges that Mortgagor has entered into and delivered or intends to enter into and deliver concurrently with the execution and delivery of this Mortgage, a first lien Mortgage, Security Agreement, and Fixture Financing Statement ("Senior Mortgage") in favor of Merchants Bank, National Association, its successors and assigns ("Senior Lender") securing indebtedness evidenced by that certain Promissory Note Secured by Mortgage ("Senior Note") payable to Senior Lender. Mortgagee agrees to subordinate the lien of this Mortgage to the Senior Mortgage and Senior Mortgage loan documents, and that this Mortgage 239040v5 262 ,-\ l is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Senior Mortgage as more fully set forth in that certain Master Subordination Agreement and Estoppel Certificate of even date herewith between the Mortgagor, Senior Lender, the Ramsey County Housing and Redevelopment Authority, MHFA, and the Mortgagee. (Execution page follows.) ) J 239040v5 263 )IN WITNESS WHEREOF, Mortgagor has executed this Mortgage the day and year first above written. MORTGAGOR FAIRWAY COMMONS, LIMITED PARTNERSHIP, a Minnesota limited partnership By Falcon Heights Group LLC, a Minnesota limited liability company, its General Partner By Name: Tyler Mannins Title: Vice President and Secretary STATE OF MINNESOTA COTINTY OF ) ) SS. ) The foregoing instrument was acknowledged before me this day of 2026, by Tyler Manning, the Vice President and Secretary of Falcon Heights Group LLC, a Minnesota limited liability company, as general partner of Fairway Commons, Limited Partnership, on behalf of the limited partnership. Notary Public THIS INSTRUMENT WAS DRAFTED BY Campbell Knutson, Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Ste. 290 Eagan, MN 55121 Phone: (651) 452-4000 239040v5 264 ) EXIIIBIT A LEGAL DESCRIPTION Real property in the City of Falcon Heights, County of Ramsey, State of Minnesota, described as follows: Parcel 1 The East 250 feet of the North 500 feet except the West 150 feet of the East 160 feet of the North 283 feet of the Northwest Quarter of the Northeast Quarter of the Northeast Quarter of Section 21, Township 29, Range 23. Parcel 2: The West 150 feet of the East 160 feet of the North 283 feet of the Northwest Quarter of the Northeast Quarter of the Northeast Quarter of Section 21, Township 29, Range 23, West of the Fourth Principal Meridian. (All Torrens Property, Certificate of Title No. 640336) 43009967v5 J 239040v5 A-l 265 FOR USE BY FILING OFFICERONLY MASTER SUBORDINATION AGREEMENT AND ESTOPPEL CERTIFICATE THIS MASTER SUBORDINATION AGREEMENT AND ESTOPPEL CERTIFICATE (this "Agreement") is effective as of the _day of July, 2026, and entered into among FAIRWAY COMMONS, LIMITED PARTNERSHIP, a Minnesota limited partnership (ooBorrower"), MERCHANTS BANK, NATIONAL ASSOCIATION, a national banking association ("Merchants"), MINNESOTA HOUSING FINANCE AGENCY, a public body corporate and politic of the State of Minnesota ("MHFA"), the RAMSEY COUNTY HOUSING AND REDEVELOPMENT AUTHORITY, a political subdivision of the State of Minnesota (the ooHRA"), and the CITY OF FALCON HEIGHTS, MINNESOTA, a municipal corporation organized under the laws of the State of Minnesota (the "City"). 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. D8956 (the "Development"), which will be situated on real property located in the City of Falcon Heights, 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 Merchants through its purchase ofrevenue notes issued by the City to finance the Senior Loan. $ 18,000,000.0 0 Those documents set forth in Exhibit F attached to this Agrtiement. Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.9/1912024) MHFA Dev. #8956 Iune 17,2026 IDraft] $1,500,000.00 266 A loan from MHFA through its State Housing Tax Credit (SHTC) Program. A loan from the HRA through its Levy Loan Program. A loan from the HRA through its Critical Corridors Development and Infrastructure Program. A loan from the City of grant proceeds received from the Metropolitan Council through the Metropolitan Livable Communities Act Grant. $ 1,070,000.00 $500,000.00 $432,500.00 Those documents set forth in Exhibit B attached to this Agreement. Those documents set forth in Exhibit C attached to this Agreement. Those documents set forth in Exhibit D attached to this Agreement. Those documents set forth in Exhibit E attached to this Agreement. \ C. The parties intend that the Loans, the corresponding Loan Documents, and other documents referred to in this Agreement and the liens created by the Loan Documents and other documents referred to in this Agreement have a certain order of priority. D. The parties wish to specifr how the terms and conditions contained in the Loan 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, the parties to this Agreement agree as follows: l. Definitions. For the purposes of this Agreement, the definitions set forth above are incorporated into this Section I 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 ofcreditors, 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) o'City Loan" means a loan from the City of grant proceeds received from the Metropolitan Council through the Metropolitan Livable Communities Act Grant to Borrower in an original principal amount of $432,500.00. (c) "City Loan Documents" means those documents listed in Exhibit E attached to this Agreement which evidence and secure the repayment of the City Loan. Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.9ll9l2024) MHFA Dev. #8956 Iune l':. ,2026 [Draft] 2 267 (d) "HRA CCDI Loan" means a loan from the HRA through its Critical Corridors Development and Infrastructure (CCDI) Loan Program to Borrower in an original principal amount of $500,000.00. (e) "HRA CCDI Loan Documents" means those documents listed in Exhibit D attached to this Agreement which evidence and secure the repayment of the HRA CCDI Loan. (0 "HRA Levy Loan" means a loan from the HRA through its Levy Loan Program to Borrower in an original principal amount of $1,070,000.00. (g) "HRA Levy Loan Documents" means those documents listed in Exhibit C attached to this Agreement which evidence and secure the repayment of the HRA Levy Loan. (h) "MHFA SHTC Loan" means a loan from MHFA through its State Housing Tax Credit (SHTC) Program to Borrower in an original principal amount of $1,500,000.00. (i) "MHFA SHTC Loan Documents" means those documents listed in Exhibit B attached to this Agreement which evidence and secure the repayment of the MHFA SHTC Loan. 0) "senior Loan" means a loan from Merchants in the maximum principal amount of up to $18,000,000.00, the proceeds of which were derived from the sale of (i) the Multifamily Housing Revenue Note (Fairway Commons Project) Series 2026A-l inthe principal amount of $16,500,000.00, executed by the City for the benefit of Merchants (together, with any amendments thereto, the "Series 2026A-l Tax Exempt Note") and; (ii) the Multifamily Housing Revenue Note (Fairway Commons Project) Series 2026A-2 inthe principal amount of $1,500,000.00, executed by the City for the benefit of Merchants (together, with any amendments thereto, the "Series 2026A-2 Tax-Exempt Note"; together with the Series 2026A-l Tax Exempt Note collectively, the "Senior Notes"). (k) "Senior Loan Documents" means those documents listed in Exhibit F attached to this Agreement which evidence and secure the repayment of the Senior Loan. 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 are deemed to be permitted encumbrances under their respective Loan 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 Documents. 3. Use of Loan Documents. The parties agree and consent to the use of the Loan Documents set forth in the attached exhibits in conjunction with the Loan referenced in each exhibit. In addition, each party, as to the Loan Documents that correspond to one of its Loans, Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.9119/2024) J MHFA Dev. #8956 Ilune 17,2026 IDraft] 268 does hereby covenant, warrant, consent and agree that (i) the described Loan Documents are all of the documents that the party has entered into regarding the corresponding Loan, (ii) there are no documents relating to its Loan other than the described Loan Documents for its Loan, (iii) it will not enter into any other document for its Loan 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), (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, 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), 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. 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 any and all the liens and encumbrances created by the Loan Documents and subordinates its respective Loan Documents and the liens and encumbrances created by its respective Loan Documents to those Loan Documents and liens and encumbrances created by the Loan Documents that are listed as having a priority over its Loan Documents and the liens and encumbrances created by its respective Loan Documents: Loan Documents and Liens and Encumbrances Created by the Loan Documents Senior Loan Documents HRA Levy Loan Documents HRA CCDI Loan Documents City Loan Documents MHFA SHTC Loan Documents Party to the Loan Documents and Holder of Liens and Encumbrances Created by the Loan Documents Merchants HRA HRA City MHFA Order of Priority (b) Tax Credit Declaration. The parties acknowledge that the Development is intended to receive the benefits of Low Income Housing Tax Credits (the "Credits") pursuantto Section 42 of the Internal Revenue Code ("Section42") and that it is a condition of the receipt of the Credits that Borrower file a Declaration of Land Use Restrictive Covenants for Low-lncome Housing Credits (the "Tax Credit Declaration") substantially in the form attached to this Agreement as Exhibit G. The parties consent to the terms of the Tax Credit Declaration as required by Section 2(c) of the Tax Credit Declaration and First Second Third Fourth Fifth MHFA Dev. #8956 lune 17,2026 IDraft] Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.911912024) 4 269 agree that the Tax Credit Declaration is subordinate to each of their Loans and the related Loan 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 any liens and encumbrances created by the Loan 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. 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 having first priority but with all Loan Documents. For example, if a party's Loan Documents contain rent, income or occupancy requirements that are more restrictive than Loan Documents that are more senior in priority, then the Borrower will comply with the more restrictive Loan 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 warrants 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, curently existing with respect to any of its Loans, and (iii) allof 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 par!y 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 notifring party's rights and remedies under the Loan Documents, subject 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 notifling party will be entitled, during the 60-day period, to continue to pursue its rights and remedies under the Loan 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, 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. 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, Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.9l19/2024) 5 MHFA Dev. #8956 June 17,2026 IDraft] 270 any Bankruptcy Proceeding with respect to Borrower, without the other parties' prior written consents. I L 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 t bankruptcy, insolvency, receivership or similar law. [n 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) \ Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.9ll9l2024) 6 MHFA Dev. #8956 l::ne 17,2026 [Draft] 271 IN WITNESS WHEREOF, the parties have executed this Master Subordination Agreement and Estoppel Certificate as of the date first written above. BORROWER: FAIRWAY COMMONS, LrMrrED PARTNERSHIP a Minnesota limited partnership By: FALCON HEIGHTS GROUP LLC a Minnesota limited liability company General Partner By: Tyler Manning, Vice President and Secretary STATE OF MINNESOTA ) ) )ss )COUNTY OF The foregoing instrument was acknowledged before me this _ day of 2026, by Tyler Manning, the Vice President and Secretary of Falcon Heights Group LLC, a Minnesota limited liability company and the General Partner of Fairway Commons, Limited Partnership, a Minnesota limited 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 Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.9ll9l2024) 7 MHFA Dev. #8956 Iune 17,2026 [Draft] 272 3 MHF'A: MINNESOTA HOUSING F'INANCE AGENCY By James Lehnhoff Assistant Comm issioner, Multifamily STATE OF MINNESOTA , ) ) ss. coLrNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this _ day of 20-., by James Lehnhoff, Assistant Commissioner, Multifamily of the Minnesota Housing Finance Agency, on behalf of the agency. Notary Public Fairway Commons, Falcoh Heights, MN Master Subordination Agreement (Yer.9ll9l2024) 8 MHFA Dev. #8956 Iune 17,2026 IDraft] J 273 MERCHANTS: MERCHANTS BANK, NATIONAL ASSOCIATION, a national banking association Jarett Jones Market President STATE OF MINNESOTA COUNTY OF The foregoing instrument was acknowledged before me this day of 2026, by Jarett Jones, the Market President of Merchants Bank, National Association, a national banking association. Notary Public By Its: ) ) ) SS :-) Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.9ll9l2024) 9 MHFA Dev. #8956 Iune l'7,2026 [Draft] 274 IIRA: RAMSEY COUNTY HOUSING AND REDEVELOPMENT AUTHORITY By: Ling Becker Ramsey County Manager Approval Recommended Community and Economic Development Approved as to Form: Assistant Ramsey County Attorney STATE OF MINNESOTA ) ) ss. couNTY oF RAMSEY ) The foregoing instrument was acknowledged before me this _ day of 2026, by Ling Becker, as Ramsey County Manager of the Ramsey County Housing and Redevelopment Authorityo on behalf of the public body. Notary Public {) Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.9lt9/2024) MHFA Dev. #8956 Iune 17,2026 lDraftl U l0 275 CITY: crry oF FALcoN HETGHTS, MINNESOTA B Gustafson Its Mayor By Jack Its City inistrator STATE OF MINNESOTA COLJNTY OF RAMSEY The foregoing instrument was acknowledged before me this ?2 day ofl rrf\C 2026, by Randy Gustafson, the Mayor of the City of Falcon Heights, Minnesota, a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State of Minnesota, on behalf of the Assignor. ) ) ) SS 4n 'A, YvJr'* Notad pu6lic STATE OF MINNESOTA COLINTY OF RAMSEY The foregoing instrument was acknowledged before me this 2L day of 1*r".t 2026,by Jack Linehan, the City Administrator ofthe City of Falcon Heights, Minnesota, a municipal corporation and political subdivision organized and existing under the Constitution and laws of the State of Minnesota, on behalf of the Assignor. ) ) ) SS. Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.9/19/2024) MHFA Dev. #8956 lune 17,2026 IDraft] ffi*ffim,* l1 276 Exhibit A LEGAL DESCRIPTION Real property in the City of Falcon Heights, County of Ramsey, State of Minnesota, described as follows: Parcel l: The East 250 feet of the North 500 feet except the West 150 feet of the East 160 feet of the North 283 feet of the Northwest Quarter of the Northeast Quarter of the Northeast Quarter of Section 2 l, Township 29, Range 23. Parcel2: The West 150 feet of the East 160 feet of the North 283 feet of the Northwest Quarter of the Northeast Quarter of the Northeast Quarter of Section 21, Township 29, Range 23, West of the Fourth Principal Meridian. (All Tonens Property, Certificate of Title No. 640336) .) Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.9ll9l2024) MHFA Dev. #8956 Iune 17,2026 [Draft] t2 277 2 J Exhibit B MHFA SHTC LOAN DOCUMENTS State Housing Tax Credit Program Loan Agreement of even date herewith by and between Borrower and MHFA. State Housing Tax Credit Program Mortgage Note of even date herewith executed by Borrower in favor of MHFA in the principal amount of $1,500,000.00. State Housing Tax Credit Program Combination Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Financing Statement of even date herewith made by Borrower to and in favor of MHFA, which will be recorded in the Office of the Registrar of Titles for Ramsey County, Minnesota. State Housing Tax Credit Program Declaration of Covenants, Conditions and Restrictions of even date herewith executed by Borrower in favor of MHFA, which will be recorded in the Office of the Registrar of Titles for Ramsey County, Minnesota. 5. Request for Notice of Foreclosure. 4 Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.9/19/2024) MHFA Dev. #8956 Jl;ne 17,2026 IDraft] l3 278 Exhibit C HRA LEVY LOAN DOCUMENTS 1. Loan Agreement of even date herewith by and between Borrower and the HRA. 2. Promissory Note of even date herewith executed by Borrower in favor of the HRA in the principal amount of $1,070,000.00. Statutory Mortgage, Assignment of Leases and Rents, and Fixture Financing Statement of even date herewith made by Borrower to and in favor of the HRA. J Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.9/1912024) MHFA Dev. #8956 Iune 17,2026 IDraft] t4 279 Exhibit D HRA CCDI LOAN DOCUMENTS l. Critical Corridors Development and Infrastructure Loan Agreement of even date herewith by and between Borrower and the HRA. 2. Promissory Note of even date herewith executed by Borrower in favor of the HRA in the principal amount of $500,000.00. 3. Statutory Mortgage, Assignment of Leases and Rents, and Fixture Financing Statement of even date herewith made by Borrower to and in favor of the HRA. ) Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.9l19/2024) MHFA Dev. #8956 Iune 17,2026 IDraft] U l5 280 -)Exhibit E CITY LOAN DOCUMENTS l. Loan Agreement of even date herewith by and between Borrower and the City. 2. Promissory Note of even date herewith executed by Borrower in favor of the City in the principal amount of $432,500.00. 3. Mortgage of even date herewith made by Borrower to and in favor of the City. ) Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.911912024\ MHFA Dev. #8956 June 17,2026 [Draft] t6 281 Exhibit F SENIOR LOAN DOCUMENTS l. Loan Purchase Agreement executed by the Borrower and Lender 2. Multifamily Housing Revenue Note (Fairway Commons Project) Series 2026A-l from the Issuer to Merchants in the principal amount of $16,500,000.00. 3. Multifamily Housing Revenue Note (Fairway Commons Project) Series 2026A-2 from the Issuer to Merchants in the principal amount of $1,500,000.00. 4. Combination Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rents executed by the Borrower, as Mortgagor, in favor of the Issuer, as Mortgagee, as assigned by the Issuer in favor of the Lender pursuant to an Assignment of Mortgage. 5. Guaranties executed by Erik Weis and Jay Weis (the "Guarantors") in favor of Lender 6. Security Agreement executed by the Borrower in favor of the Lender. 7. Indemnification Agreement-Environmentall ADA executed by the Borrower and Guarantors in favor of Lender. 8. Collateral Assignment of Interest in Agreements Affecting Real Estate for the Project, executed by the Borrower in favor of Lender, together with such acknowledgments thereof by the contracting parties as the Lender shall require. 9. Collateral Assignment of the Property Management Agreement for the Project, executed by Borrower in favor of Lender, together with an acknowledgment from the property manager. 10 Assignment of Capital Contributions executed by the Borrower in favor of Lender. Collateral Assignment of Contract Rights executed by the Borrower in favor of the Lender 12. Pledge Agreement - Partnership Interest executed by Falcon Heights Group LLC, a Minnesota limited liability company, the General Partner of Borrower (the "General Partner") in favor of Lender. 13. Pledge Agreement - Partnership Interest executed by Falcon Heights SLP LLC, a Minnesota limited liability company, the Special Limited Partner of Borrower (the "Special Limited Partner") in favor of Lender. 14. Assignment of Development Fee executed by Falcon Heights Group Development LLC, a Minnesota limited liability company (the "Developer"), in favor of Lender. 11. Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.9/1912024) t7 MHFA Dev. #8956 June 17,2026 IDraft] 282 a 15. UCC-I Financing Statement identifuing Borrower as debtor and Merchants as secured party. 16. UCC-I Financing Statement identiffing General Partner as debtor and Merchants as secured party. 17. UCC-I Financing Statement identifying Special Limited Partner as debtor and Merchants as secured party. 18. UCC-I Financing Statement identifying Developer as debtor and Merchants as secured party. 19. Loan Disbursement Agreement executed by the Borrower, Lender and Title Company, as disbursing agent. {) Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.9l1912024) MHFA Dev. #8956 Iune 17,2026 [Draft] J 18 283 43165584v2 Fairway Commons, Falcon Heights, MN Master Subordination Agreement (Yer.911912024) Exhibit G TAX CREDIT DECLARATION MHFA Dev. #8956 June 17,2026 IDraftl 19 284 MASTER DISBURSEMENT AGREEMENT THIS MASTER DISBURSEMENT AGREEMENT (this "Agreement") has an effective date of July _, 2026, and is entered into among FAIRWAY COMMONS, LIMITED PARTNERSHIP, a Minnesota limited partnership, with its offices located at2Meridian Crossings, Suite 250, Minneapolis, MN 55423 ("Borrower"), MERCHANTS BANK, NATIONAL ASSOCIATION, a national banking association, with its offices located at 3586 55th Street NW, Rochester, MN 55901 ("Merchants"), U.S. Bank, National Association, a national banking association, with its offices located at MN ("U.S. Bank"), RAMSEY COLTNTY HOUSING AND REDEVELOPMENT AUTHORITY, a political subdivision of the State of Minnesota, with its.offices located at 250 Ramsey County Courthouse, 15 West Kellogg Boulevard, St. Paul, MN 55102 (the "HRA"), MINNESOTA HOUSING FINANCE AGENCY, a public body corporate and politic of the State of Minnesota, with its offices located at400 Wabasha StreetNorth, Suite 400, St. Paul, MN 55102- I 109 ("MHFA"), and the CITY OF FALCON HEIGHTS, MINNESOTA, a municipal corporation organized under the laws of the State of Minnesota with its offices located at 2077 Larpenteur Avenue West, Falcon Heights, MN 55113 (the "City"), and FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation, with its offices located at 801 Nicollet Mall, Suite 1900, Minneapolis, MN 55402 ("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, and construction of a senior multifamily housing development known or to be known as Fairway Commons (the "Development"), which will be situated on real property located in the City of Falcon Heights, 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 that Borrower has obtained (each, a"Loan" and collectively, the "Loans") and the Equity (as defined in this Agreement) that Borrower will use to fund the acquisition and construction of the Development (collectively, the "Project Funds"): Description of Project Funds Amount A construction to perm tax-exempt loan from Merchants, none of which has been disbursed as of the effective date of this Agreement. $ 16,500,000.00 A construction to perm tax exempt loan from Merchants, none of which has been disbursed as of the effective date of this Agreement. 3422297.vl $ 1,500,000.00 285 A construction bridge tax-exempt loan from U.S. Bank, none of which has been disbursed as of the effective date of this Agreement.$4,270,000.00 A construction bridge taxable loan from U.S. Bank, none of which has been disbursed as of the effective date of this Agreement. s8,000,000.00 A loan from HRA through the Housing Development Program, none of which has been disbursed as of the effective date of this Agreement.$1,070,000.00 A loan from HRA through the Critical Corridor-Development and Infrastructure Program, none of which has been disbursed as of the effective date of this Agreement.$500,000.00 A loan from MHFA through the State Housing Tax Credit Program, none of which has been disbursed as of the effective date of this Agreement.$1,500,000.00 A loan from City for the grant proceeds received from the Metropolitan Council through the Metropolitan Livable Communities Act Grant, none of which has been disbursed as of the effective date of this Agreement. s432,500.00 Funds to be supplied by Borrower, as further described in Section l(a) ofthis Agreement, none of which has been disbursed as of the effective date of this Agreement. $3,163,348.00 C. Merchants, U.S. Bank, HRA, MHFA and the City have entered into agreements with Borrower and/or Title Company regarding the disbursement of the Project Funds. D. of priority The parties have agreed that the Project Funds are to be disbursed in a certain order 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 I 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: 286 ) (a) "City Disbursement Agreement" - An agreement between the City, Borrower, and, if applicable, Title Company, which provides for the disbursement of the City LCDA Loan. (b) "City LCDA Loan" - A loan from the City to Borrower in an original principal amount of $432,500.00. (c) "Equity" - Cash monies in an amount of $3,163,348.00 to be supplied to Title Company by Borrower. (d) "Merchants Disbursement Agreement" - An agreement between Merchants, Borrower, and Title Company, which provides for the disbursement of the Merchants A-l Loan and the Merchants A-2 Loan. (e) "Merchants A-l Loan" - A loan from the Merchants to Borrower in an original principal amount of $l 6,500,000.00. (0 "Merchants A-2 Loan" - A loan from the Merchants to Borrower in an original principal amount of $1,500,000.00. (g) "MHFA Disbursement Agreement" - An agreement between the MHFA, Borrower, and Title Company, which provides for the disbursement of the MHFA State Housing Tax Credit Loan. (h) "MHFA State Housing Tax Credit Loan" - A loan from the MHFA to Borrower in an original principal amount of $1,500,000.00. (i) "HRA Disbursement Agreement" - An agreement between the HRA, Borrower, and, if applicable, Title Company, which provides for the disbursement of the HRA Housing Development Loan ant the HRA Critical Corridor Loan. C) "HRA Housing Development Loan" - A loan from the HRA to Borrower in an original principalamount of $1,070,000.00. (k) "HRA Critical Corridor Loan" - A loan from the HRA to Borrower in an original principal amount of $500,000.00. (l) "U.S. Bank Disbursement Agreement" - An agreement between the U.S. Bank, Borrower, and Title Company, which provides for the disbursement of the U.S. Bank B Loan and the U.S. Bank Taxable Loan. (m) "U.S. Bank B Loan" - A loan from U.S. Bank to Borrower in an original principal amount of $4,27 0,000.00. (n) "U.S. Bank Taxable Loan" - A loan from U.S. Bank to Borrower in an original principal amount of $8,000,000.00. 287 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 Funds 51,721,473.00 of Equity $50,001.00 of Merchants A-1 Loan HRA Development Loan HRA Critical Corridor Loan City LCDA Loan $750,000.00 of MHFA State Housing Tax Credit Loan 51,441,87 5.00 of Equity Remainder of Merchants A-1 Loan $375,000.00 of the MHFA State Housing Tax Credit Loan at 50Yo Completion Merchants A-2Loan U.S. Bank B Loan U.S. Bank Taxable Loan Order of Disbursement First Second Third Fourth Fifth Sixth Seventh Eighth Ninth Tenth Eleventh Twelfth Thirteenth$375,000.00 of Housing Tax completion MHFA Credit State Loan 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 ) 288 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. 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 request to the appropriate entity that is supplying such funds. If the draw request meets the provisions contained in the applicable loan documents that Borrower has entered into with the entity supplying the requested funds and all other requirements imposed by the applicable loan documents have been satisfied, then the approving entity will approve the draw request and forward it to Merchants for authorization for the disbursement of the draw. Merchant'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 forthe disbursement of that entity's funds. Upon authorization by Merchants, Merchants 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 Merchants, 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 Funds to be Disbursed Equity Merchants A-l Loan Merchants A-2Loan U.S. Bank B Loan U.S. Bank Taxable Loan HRA Development Loan HRA Critical Coridor Loan Entity Supplying the Source ofProject Funds Borrower Merchants Merchants U.S. Bank U.S. Bank HRA HRA City MHFA Disbursement Document Master Disbursement Agreement Merchants Disbursement Agreement Merchants Disbursement Agreement U.S. Bank Disbursement Agreement U.S. Bank Disbursement Agreement Master Disbursement Agreement Master Disbursement Agreement Master Disbursement Agreement Master Disbursement Agreement City LCDA Loan 289 MHFA State Housing Tax Credit Loan 4. Binding Effect. This Agreement is binding 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 counterpartso each of which is an original but all of which will constitute one instrument. (THE REMAINING PORTION OF THIS PAGE IS INTENTIONALLY LEFT BLANK) i) U 290 () IN WITNESS WHEREOF, the parties have executed this Master Disbursement Agreement as of the date first written above. BORROWER: F'AIRWAY COMMONS, LIMITEI) PARTNERSHIP, a Minnesota limited partnership By: FALCON HEIGHTS GROUP LLC, a Minnesota limited liability company Its: General Partner By: Tyler Manning Its: Vice President and Secretary ') Signature Page to Master Disbursement Agreement 291 MERCHANTS: MERCHANTS BANK, NATIONAL ASSOCIATION, a national banking association :) By: Jarett Jones Its: Market President U Signature Page to Master Disbursement Agreement 292 U.S. BANK: u.s. BANK, NATIONAL ASSOCIATION, a national banking association By: Its Signature Page to Master Disbursement Agreement 293 :) HRA: RAMSEY COUNTY HOUSING AND REDEVELOPMENT AUTHORITY By Ling Becker Its: Ramsey County Manager Approval Recommended: Community and Economic Development Approved as to Form Assistant Ramsey County Attorney Signature Page to Master Disbursement Agreement ) 294 1 CITY OF FALCON HEIGHTS, MINNESOTA By Its: Mayor By Jacklts: City inistrator .) J Signature Page to Master Disbursement Agreement 295 MINNESOTA HOUSING FINANCE AGENCY By: James Lehnhoff Assistant Commissioner, Multifamily Signature Page to Master Disbursement Agreement 296 ')TITLE COMPANY: F'IRST AMERICAN TITLE INSURANCE coMPANY, a Nebraska corporation By Its a) J Signature Page to Master Disbursement Agreement 297 -)Exhibit A LEGAL DESCRIPTION Real property in the City of Falcon Heights, County of Ramsey, State of Minnesota, described as follows: Parcel 1 The East 250 feet of the North 500 feet except the West 150 feet of the East 160 feet of the North 283 feet of the Northwest Quarter of the Northeast Quarter of the Northeast Quarter of Section 21, Township Z9,Range23. Parcel 2: The West 150 feet of the East 160 feet of the North 283 feet of the Northwest Quarter of the Northeast Quarter of the Northeast Quarter of Section 21, Township 29, Range 23, West of the Fourth Principal Meridian. (All Torrens Property, Certificate of Title No. 640336) 43140299v4{l U 298