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03/08/2022
The City Council is meeting as a legislative body to conduct the business of the City according to Robert's Rules of Order and the Standing Rules of Order and Business of the City Council. Unless so ordered by the Mayor, citizen participation is limited to the times indicated and always within the prescribed rules of conduct for public input at meetings. 1. CALL TO ORDER THE LAUDERDALE CITY COUNCIL MEETING 2. ROLL CALL 3. APPROVALS a. Agenda b. Minutes of the February 22, 2022 City Council Meeting c. Claims Totaling $35,237.92 4. CONSENT 5. SPECIAL ORDER OF BUSINESS/RECOGNITIONS/PROCLAMATIONS 6. INFORMATIONAL PRESENTATIONS / REPORTS a. City Council Updates 7. PUBLIC HEARINGS Public heal ings are conducted so that the public affected by a proposal may have input into the decision. During hearings all affected residents will be given an opportunity to speak pursuant to the Robert's Rules of Order and the standing iules of order and business of the City Council. 8. DISCUSSION / ACTION ITEM a. Draft Land Use and Financial Development Agreements for 1795 Fustis Street 9. ITEMS REMOVED FROM THE CONSENT AGENDA 10. ADDITIONAL ITEMS 11. SET AGENDA FOR NEXT MEETING a. Land Use and Financial Development Agreements for 1795 Eustis Street b. Rental Housing Ordinance Revisions c. Organic Turf Management Options d. February Financial Report LAUDERDALE CITY COUNCIL MEETING AGENDA 7:00 P.M. TUESDAY, MARCH 8, 2022 Due to the coronavirus, the city council is holding meetings by teleconference. The public may view the meeting on Lauderdale's public access channel 16 for cable subscribers or online at https://www.ctvnorthsuburbs.org/your-city/lauderdale/. The public may join the meeting using the login instructions at the end of the agenda. The City Council is meeting as a legislative body to conduct the business of the City according to Robert's Rules of Order and the Standing Rules of Order and Business of the City Council. Unless so ordered by the Mayor, citizen participation is limited to the times indicated and always within the prescribed rules of conduct for public input at meetings. 1. CALL TO ORDER THE LAUDERDALE CITY COUNCIL MEETING 2. ROLL CALL 3. APPROVALS a. Agenda b. Minutes of the February 22, 2022 City Council Meeting c. Claims Totaling $35,237.92 4. CONSENT 5. SPECIAL ORDER OF BUSINESS/RECOGNITIONS/PROCLAMATIONS 6. INFORMATIONAL PRESENTATIONS / REPORTS a. City Council Updates 7. PUBLIC HEARINGS Public heal ings are conducted so that the public affected by a proposal may have input into the decision. During hearings all affected residents will be given an opportunity to speak pursuant to the Robert's Rules of Order and the standing iules of order and business of the City Council. 8. DISCUSSION / ACTION ITEM a. Draft Land Use and Financial Development Agreements for 1795 Fustis Street 9. ITEMS REMOVED FROM THE CONSENT AGENDA 10. ADDITIONAL ITEMS 11. SET AGENDA FOR NEXT MEETING a. Land Use and Financial Development Agreements for 1795 Eustis Street b. Rental Housing Ordinance Revisions c. Organic Turf Management Options d. February Financial Report e. Audit Piesentation — April 12 f. Annual Report by Police Chief John Mangseth — April 26 g. Briefing with County Attoiney John Choi — May 10 12. WORK SESSION a. Community Development Update b. Opportunity for the Public to Address the City Council Any member of the public may speak at this time on any item not on the agenda. In consideration for the public attending the meeting, this poi tion of the meeting will be limited to fifteen (15) minutes. Individuals are iequested to limit their comments to foul (4) minutes or less If the majority of the Council determines that additional time on a specific issue is warranted, then discussion on that issue shall be continued at the end of the agenda. Before addressing the City Council, members of the public are asked to step up to the microphone, give their name, address and state the subject to be discussed. All remarks shall be addressed to the Council as a whole and not to any member thereof. No person other than members of the Council and the person having the floor shall be permitted to enter any discussion without permission of the presiding officer. Your participation, as prescribed by the Robert's Rules of Older and the standing rules of order and business of the City Council, is welcomed and your cooperation is greatly appreciated. 13 ADJOURNMENT Meeting Login Instructions: You are invited to a Zoom webinar. When: Mar 8, 2022 07:00 PM Central Time (US and Canada) Topic: March 8, 2022 Lauderdale City Council Webinar Please click the link below to join the webinar: haps://us02web.zoom.us/x/85821427485?pwd=QTd6a1NFUUk1 c1NiM1g3bktmYkJzQTO9 Passcode 941033 Or One tap mobile : US +13017158592„8582142748511 or +13126266799„85821427485# Or Telephone: Dial(foi higher quality, dial a number based on your current location): US: +1 301 715 8592 of +1 312 626 6799 or +1 646 558 8656 of +1 253 215 8782 or +1 346 248 7799 or +1 669 900 9128 or 888 788 0099 (Toll Free) or 833 548 0276 (Toll Free) or 833 548 0282 (Toll Free) of 877 853 5247 (Toll Free) Webinar ID: 858 2142 7485 International numbers available: https://us02web.zoom.us/u/k847AKYiF LAUD b,RDAL Fi; CITY COUNCIL MF F,TING MINUTES HELD REMOTELY VIA TELECONFF,RENCE Page 1 of 3 February 22, 2022 Call to Order Mayor Gaasch called the Regular City Council meeting to order at 7:00 p.m. Roll Call Councilors present: Duane Pulford, Andi Moffatt, Jeff Dains, Roxanne Grove, and Mayor Mary Gaasch. Councilors absent: None. Staff present: Heather Rutkowski, City Administrator; Jim Bownik, Assistant to the City Administrator and Miles Cline, Deputy City Clerk. Approvals Mayor Gaasch asked if there were any additions or corrections to the meeting agenda. There being none, Councilor Grove moved and seconded by Councilor Pulford to approve the agenda. Motion carried unanimously on a roll call vote. Mayor Gaasch asked if there were any corrections to the February 8, 2022 City Council meeting minutes. There being none, Councilor Pulford moved and seconded by Councilor Grove to approve the minutes of the February 8, 2022 City Council meeting. Motion carried unanimously on a roll call vote. Mayor Gaasch asked if theie were any questions on the claims. There being none, Councilor Grove moved and seconded by Councilor Moffatt to approve the claims totaling $44,222.54. Motion carried unanimously on a roll call vote. Consent Councilor Dains asked to remove the 2022 garbage haulers licenses for further discussion. Councilor Dains moved and seconded by Councilor Grove to approve the Consent Agenda as amended thereby acknowledging the January financial report. Informational Presentations/Reports A. City Council Updates Councilor Dains shared that he and Butkowski attended a meeting hosted by Ramsey County Attorney John Choi on the topics of public safety and criminal justice with other suburban Ramsey County cities. Meetings will continue to discuss ways to reduce crime in the county. Mayor Gaasch said the City was under a snow emergency until Wednesday, February 23. Gaasch also said she was asked to be a board member for a homelessness initiative. LAUDERDALE CITY COUNCIL MEETING MINUTF,S HELD REMOTELY VIA TELF:CONFhREINCE Page 2 of 3 February 22, 2022 B iscussion/Action Item A. 1795 Eustis Street Development Update As previously discussed, Real Estate F quities (REE) received an award to build affordable senior housing at 1795 hustis Street. Butkowski said document drafting and reviews were on-going with the expectation to present the draft planning and financial documents at the March 8 meeting. Final approvals were slated for March 22. B . Resolution No. 022222A – Supporting Housing and Local Decision -Making Authority B utkowski explained that the League of Minnesota Cities and Metro Cities were asking city councils to support resolutions of opposition to a couple of bills that would curb local land use controls. The legislative bills favoi setting one standard for the whole staterural, urban, and suburban. Inherently, this does not make sense as our land use patterns are not the same (lot size, access to sewer, demo costs, access to roads, etcetera). The goal of the League of Minnesota Cities and Metro Cities is to keep decision making in the cities affected by developments instead of favoring a one -size -fits -all approach. Councilor Pulford made a motion to adopt Resolution No. 022222ASupporting Housing and Local Decision -Making Authority. This was seconded by Councilor Moffatt and carried unanimously on a roll call vote. C. Resolution No. 022222B - Reestablishing Precinct Boundaries B utkowski explained that on February 15, the Special Redistricting Panel appointed by the Minnesota Supreme Court established the new congressional and legislative boundaries. Now, all cities must reestablish their precinct boundaries Thankfully, this is a simple process in Lauderdale with only one precinct. Councilor Moffatt made a motion to adopt Resolution No. 022222B Reestablishing Precinct B oundaries. This was seconded by Councilor Dains and carried unanimously on a roll call vote. D. Resolution No. 022222C Electing the Standard Allowance Available under the Revenue Loss Provisions of the Coronavirus Local Fiscal Recovery Fund Established under the American Rescue Plan Act The final American Rescue Plan Act (ARPA) guidance came out the first week of January. The iules allow cities to allocate up to $10 million dollars of their grant to lost revenue due to the pandemic. The City of Lauderdale received well under that amount with an allocation of $275,500. This means the City can use ARPA funds for the provision of general government services with less reporting. As discussed, the funds will be used to update the council chambers technology but no decisions have been made beyond that. The resolution clarifies the City's intent to elect the revenue loss provision to guide how the money would be spent. Councilor Grove made a motion to adopt Resolution No. 022222C—Electing the Standard Allowance Available under the Revenue Loss Provisions of the Coronavirus Local Fiscal LAUD ERDAL F CITY COUN CIL MbiElTING MINUTES HELD REMOTELY VIA TELECONFERENCE Page 3 of 3 February 22, 2022 Recovery Fund Established under the American Rescue Plan Act. This was seconded by Councilor Moffatt and carried unanimously on a roll call vote. Items Removed from the Consent Agenda A. 2022 Garbage Haulers Licenses Councilor Dains asked why some of the garbage hauler companies have so many more trucks than others. Staff stated there was no verifiable way of tracking how many trucks were coming in and out from each hauler and suggested setting a flat fee for garbage hauler licenses in 2023. Councilor Dains made a motion to approve the 2022 garbage license haulers. This was seconded by Councilor Grove and carried unanimously on a roll call vote. Set Agenda for Next Meeting The next council meeting may include a draft of the land use and financial development agreements for 1795 Eustis Street. Work Session A. Community Development Update Butkowski stated that the council chambers are undergoing improvements. She also explained that Ramsey County would be helping the City clean up invasive species from Walsh Lake next year instead of this year. Finally, Butkowski shared that she will be attending a Government Alliance on Race and Equity (GARE) meeting in St. Anthony on February 23. B. Opportunity for the Public to Address the City Council Mayor Gaasch opened the floor to anyone in attendance interested in addressing the Council. There being no one interested in speaking, Mayor Gaasch closed the floor. Adjournment Councilor Pulford moved and seconded by Councilor Grove to adjourn the meeting at 7:46 p.m. Motion carried unanimously. Respectfully submitted, Miles Cline Deputy City Clerk To: From: Meeting Date: Subject: CITY OF I AUDERDALE LAUDERDALE CITY HALL 1891 WALNUT STREET LAUDERDALE, MN 55113 651-792-7650 651-631-2066 FAX Request for Council Action Mayor and City Council City Administrator March 8, 2022 List of Claims The claims totaling $35,237.92 are provided for City Council review and approval that includes check numbers 27820 to 27836. Accounts Payable Checks by Date -Detail by Check Date User: miles.cline Printed: 3/4/2022 10:33 AM Check No Vendor No Invoice No 27820 25 HR022022 Vendor Name Description Check Date Reference County of Ramsey 02/16/2022 PR Batch 50400.02.2022 Life Insurance PR Batch 50400.02.2022 Life PR Batch 50400.02.2022 Short Term Disability PR Batch 50400.02.2022 Shoi PR Batch 50400.02.2022 Long Term Disability PR Batch 50400.02.2022 Lon; February Processing Fee PR Batch 50400.02.2022 Lon; Check Amount 223.93 85.79 92.49 25.00 Total for Check Number 27820: 427.21 Total for 2/16/2022: 427.21 Report Total (1 checks): 427.21 AP Checks by Date - Detail by Check Date (3/4/2022 10:33 AM) Page 1 Accounts Payable Checks by Date -Detail by Check Date User: Printed: miles.cline 3/4/2022 10:31 AM Check No Vendor No Vendor Name Invoice No Description ACH 43 ACH 44 ACH 45 ACH 46 ACH 47 27821 13 9359 27822 65 18128275 27823 184 4111955493 4111955493 Public Employees Retirement Association PR Batch 50500.03.2022 PERA Coordinated PR Batch 50500.03.2022 PERA Coordinated Check Date Reference 03/04/2022 PR Batch 50500.03.2022 PER PR Batch 50500.03.2022 PER Total for this ACH Check for Vendor 43: Minnesota Department of Revenue PR Batch 50500.03.2022 State Income Tax 03/04/2022 PR Batch 50500.03.2022 Stat Total for this ACH Check for Vendor 44: ICMA Retirement Corporation PR Batch 50500.03.2022 Deferred Comp PR Batch 50500.03.2022 Deferred Comp 03/04/2022 PR Batch 50500.03.2022 Def( PR Batch 50500.03.2022 Def.( Total for this ACH Check for Vendor 45: Internal Revenue Service PR Batch 50500.03.2022 FICA Employee Portio PR Batch 50500.03.2022 Medicare Employer Po PR Batch 50500.03.2022 Federal Income Tax PR Batch 50500.03.2022 Medicare Employee Pc PR Batch 50500.03.2022 FICA Employer Portia 03/04/2022 PR Batch 50500.03.2022 FIC, PR Batch 50500.03.2022 Med PR Batch 50500.03.2022 Fed( PR Batch 50500.03.2022 Med PR Batch 50500.03.2022 FIC. Total for this ACH Check for Vendor 46: Public Employees Insurance Program PR Batch 50500.03.2022 Dental PR Batch 50500.03.2022 Health Insurance 03/04/2022 PR Batch 50500.03.2022 Den PR Batch 50500.03.2022 Hea Total for this ACH Check for Vendor 47: Total for 3/4/2022: 8th Day Landscaping LLC 03/08/2022 February 2022 Snow Removal Total for Check Number 27821: Allstream Inc. Fax Line Cintas February Uniforms February Uniforms AP Checks by Date - Detail by Check Date (3/4/2022 10:31 AM) 03/08/2022 Total for Check Number 27822: 03/08/2022 Total for Check Number 27823: Check Amount 1,215.71 1,053.62 2,269.33 705.49 705.49 1,498.21 1,183.04 2,681.25 1,135.41 265.54 1,791.40 265.54 1,135.41 4,593.30 80.32 2,655.66 2,735.98 12,985.35 980.00 980.00 105.63 105.63 4.23 4.23 8.46 Page 1 Check No Vendor No Invoice No 27824 250 032022 27825 362 94197805 27826 61 2020529 27827 31 166118 166118 27828 99 1096 27829 24 0001136584 27830 84 032022 032022 032022 032022 032022 032022 032022 032022 032022 032022 032022 032022 27831 289 032022 27832 108 032022 27833 363 20040304 Vendor Name Description Eric Ellingson Reissue Rental Inspection Reimbursement ESRI GIS Software Licenses Gopher State One Call February Locates Kennedy & Graven Chartered January Legal Services 1795 Eustis TIF Agreement Check Date Reference 03/08/2022 Total for Check Number 27824: 03/08/2022 Total for Check Number 27825: 03/08/2022 Total for Check Number 27826: 03/08/2022 Total for Check Number 27827: Metropolitan Area Management Associatioi 03/08/2022 Luncheon Meeting - HB Metropolitan Council April Waste Water Total for Check Number 27828: 03/08/2022 Total for Check Number 27829: North Star Bank Cardmember Services 03/08/2022 Wayfair - Park Benches Amazon - Car Phone Charges Costco - Stamps MGFOA - 2022 HB Membership Renewal Costco - Office Supplies TD Shade Tree Short Course Amazon - Dog Park Signs Amazon - TD Phone Accesories Costco - Warming House Snacks ESRI - GIS Software Pioneer Press - Subscription TD Business Cards Sam Steadman Reissue Rental Inspection Reimbursement Suburban Rate Authority 2022 Membership Assessment Surplus Services Cable Equipment Table AP Checks by Date - Detail by Check Date (3/4/2022 10:31 AM) Total for Check Number 27830: 03/08/2022 Total for Check Number 27831: 03/08/2022 Total for Check Number 27832: 03/08/2022 Total for Check Number 27833: Check Amount 40.00 40.00 223.52 223.52 5.40 5.40 259.00 1,950.00 2,209.00 25.00 25.00 11,614.67 11,614.67 1,293.64 21.46 57.75 70.00 102.59 200.00 57.66 59.04 68.32 198.00 10.00 28.99 2,167.45 40.00 40.00 470.00 470.00 20.00 20.00 Page 2 Check No Vendor No Invoice No 27834 4 SI002928 SI002928 27835 3 466253655 27836 7 9104152-0500-4 Vendor Name Check Date Description Reference The Neighborhood Recycling Company Inc 03/08/2022 February Multi -Family Recycling February Single Unit Dwelling Check Amount Total for Check Number 27834: US National Equipment Finance Inc 03/08/2022 March Copier Lease Total for Check Number 27835: Waste Management Inc 03/08/2022 March - May City Hall Total for Check Number 27836: Total for 3/8/2022: Report Total (21 checks): AP Checks by Date - Detail by Check Date (3/4/2022 10:31 AM) 412.62 3,034.32 3,446.94 176.00 176.00 293.29 293.29 21,825.36 34,810.71 Page 3 LAUDERDALE COUNCIL ACTION FORM Action Requested Consent Public Hearing Discussion X Action Resolution Work Session Meeting Date March 8, 2022 ITEM NUMBER 1795 Development Agrees. STAFF INITIAL <.+_ APPROVED BY ADMINISTRATOR DESCRIPTION OF ISSUE AND PAST COUNCIL ACTION: As promised, drafts of the agreements for 1795 Eustis Street's redevelopment are attached. The first item is the one document that covers the purchase agreement, development agree- ment, and TIF agreement. The text is changing as reviews happen by Real Estate Equities, their legal counsel, staff, and city consultants. There also are a few blanks but those items are summarized in the memo prepared by Ehlers The city attorney will finish incorporating the financial teims in the document along with suggested revisions. The city attorney plan- ner, and financial advisor will be available during the meeting to discuss and answer ques- tions. Behind that are the draft land use approval documents. Jennifer Haskamp, the consulting city planner, notes the direction she is looking for from the council to complete the final land use approvals. Final drafts are expected for approval at the March 22 city council meeting. OPTIONS: STAFF RECOMMENDATION: MEMORANDUM TO: Heather Butkowski — City Administrator FROM: Keith Dahl & Stacie Kvilvang - Ehlers DATE: March 8, 2022 SUBJECT: 1795 Eustis — Real Estate Equities Redevelopment EHLERS PUBLIC FINANCE ADVISORS Real Estate Equities will be redeveloping the above referenced site into a 114 -unit senior rental project with 100% of the units affordable at 50% of area median income (AMI) and below. They will be acquiring the site from the City and commence with construction this summer. Below are the main terms of the Purchase and Redevelopment Contract: 1. General a. Development Agreement with Lauderdale AH I, LLP 2. Purchase of Land a. City is selling land "AS IS" b. Purchase price of $1,360,552 which pays off the existing City bond issue i. $15,000 in earnest money at time of execution of the Agreement and applied to purchase price at closing c. Closing by July 1, 2022 3. Development and Timing of Construction a. Construction of a 114 -unit senior apartment and related parking b. Must commence construction December 31, 2022 and be completed by June 30, 2024 i. Only an event of default if they don't commence by July 31, 2023 or obtain Certificate of Occupancy by December 31, 2025 4. Minimum Assessment Agreement (MAA) a. Execution of an MAA for $19,950,000 as of January 2, 2024 through the term of the TIF Note 5. Tax Increment a. The City created TIF District 1-2 b. The Developer will be reimbursed for land acquisition in the form of a pay-as-you-go note in the amount of $810,000 i. Term of the TIF Note will be for 15 years BUILDING COMMUNITIES. IT'S WHAT WE DO. infolcZehlers-inc.corn Q 1 (800) 552-1171 www.ehlers-inc.com EHL RS rum _ic FINANCE ADVISORS ii. Interest will be simple, non -compounding paid at the lesser of 3.9% or Developers actual financing rate iii. Developer will receive 75% of the tax increment generated from their project 6. Compliance with Low and Moderate -Income Requirement a. 100% of the units must be affordable to persons at or below 50% of the area median income b. Developer must report annually by April 15th (starting on first April 15th after issuance of CO) to the City showing compliance with this requirement. c. If documentation is not provided or it is determined the developer is not in compliance with this requirement, then TIF payments will be withheld until they are in compliance. d. Required to file a Declaration Regarding Income Restrictions for 26 years. 7. Taxes a. Developer shall pay all real property taxes b. Developer cannot seek administrative or judicial review of constitutionality of the taxes or a deferral or abatement of the taxes c. Developer must inform the City in writing if they intend to petition for a reduction in their taxable value. The TIF payments during outstanding petitions will be paid at the MAA amount until the tax petition is settled or dismissed. 8. Payment of City Costs a. Acknowledges that the developer has deposited $10,000 with the City to date to cover administrative, legal and fiscal consultant expenses. The Developer is required to pay 100% of the City's costs associated with the project. Please contact either of us at 651-697-8500. BUILDING COMMUNITIES. IT'S WHAT WE DO. info@ehiers-inc.com 1 (800) 552-1171 www.ehiers-inc.com PURCHASFF; AND DEVELOPMENT AGREEMENT BETWEEN CITY OF LAUDERDALEi, AND LAUDERDALE AH I, LLP This document drafted by: KENNEDY & GRAVEN, CHARTERED (RHB) 150 South Fifth Street Suite 700 Minneapolis, Minnesota 55402 (P) 612-337-9300 (F) 612-337-9310 LA135-37-690131.v5 TABLE OF CONTENTS PURCHASE AND DEVELOPMENT AGREEMENT ARTICLE I Section 1.1 ARTICLE II Section 2.1 Section 2.2. ARTICLE III Section 3.1 Section 3.2 Section 3.3 Section 3.4 Section 3.5 Section 3.6 Section 3.7 Section 3.8 Section 3.9 Section 3.10 Section 3.11 Section 3 12 Section 3.13 Section 3.14 Section 3.15 Section 3.16 ARTICLE IV PROPERTY Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7 Section 4.8 Section 4.9 LA135-37-690131.v5 DEFINITIONS Definitions REPRESENTATIONS AND WARRANTIES Representations and Warranties of the City Representations and Warrantiesof the Developer UNDERTAKINGS BY DEVELOPER AND CITY Total Development Costs and Public Development Costs TIF Note Age Restrictions Developer to Pay City's Fees and Expenses F xecution of Assessment Agreement Compliance with Environmental Requirements Construction Plans Site Development and Construction Activities Commencement and Completion of Construction Certificate of Completion Additional Responsibilities of the Developer Encumbrance of the Development Property Business Subsidy Act Right to Collect Delinquent Taxes Reduction of Taxes Declaration Regarding Income Restrictions ACQUISITION AND CONVEYANCE OF DEVELOPMENT Purchase and Sale of Development Property; Purchase Price As Is Conveyance Payment of Purchase Price Contingencies to Closing on Development Property Closing Closing Costs Title Environmental Remediation Developer's Right to Inspect i ARTICLE V Section 5.1 Section 5.2 Section 5.3 Section 5.4 Section 5.5 Section 5.6 ARTICLE VI Section 6.1 Section 6 2 Section 6.3 Section 6.4 Section 6.5 Section 6.6 Section 6.7 Section 6.8 Section 6.9 Section 6.10 Section 6.11 Section 6.12 Section 6.13 Section 6.14 hxhibit A: Exhibit B: Exhibit C: Exhibit D: Exhibit h• Exhibit F: Exhibit G: Exhibit H: LA135-37-690131.v5 EVENTS OF DEFAULT hvents of Default Defined Remedies on Default No Remedy Exclusive No Implied Waiver Indemnification of City Reimbursement of Attorneys' Fees ADDITIONAL PROVISIONS Restriction on use Reports Limitations on Transfer and Assignment Conflicts of Interest Titles of Articles and Sections Notices and Demands No Additional Waiver Implied by One Waiver Counterparts Law Governing Term; Termination Provisions Surviving Rescission, Expiration or Termination Superseding Effect Relationship of Parties Venue Legal Description of Development Property Public and Total Development Costs Form of Taxable TIF Note Form of Certificate of Completion of Project Form of Declaration of Restrictive Covenants Form of Deed Form of Minimum Assessment Agreement Form of Investment Letter ii PURCHASE AND DEVELOPMENT AGREEMENT This Agreement is made this day of , 2022, by and between the city of Laudeidale, Minnesota, a municipal corporation under the laws of Minnesota (the "City"), and Lauderdale AH I, LLP, a Minnesota Limited Liability Partnership (the `Developer"), WI I'IN I-1 SSETH: WHEREAS, pursuant to Minnesota Statutes, sections 469.124 through 469.134 (the "City Development District Act"), the City has created a Project Area; and WHbREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through 469.1794 as amended, (the `TIF Act"), the City has created within the Project Area, Tax Increment Financing Redevelopment District No. 1-2 (a redevelopment district) qualified as a redevelopment tax increment financing district (the "TIF District") and adopted a tax increment financing plan therefor approved by the City Council on January 25, 2018 (the `TIF Plan") which provides for the use of tax increment financing in connection with certain development within the Project Area and TIF District; and WHEREAS, the Developer has proposed to construct an approximately 114 -unit affordable senior multifamily rental housing project and all related amenities and improvements, to be completed, owned and operated by the Developer on property within the TIF District (the "Project") and WHEREAS, the Developer has requested that the City use tax increment financing to assist the Developer with certain .costs thereof in order to fill the gap between the Total Development Costs (as hereinafter defined) and the funds available to pay such costs. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 1 LA135-37-690131.v5 ARTICLE I DEFINITIONS Section 1.1. Definitions. All capitalized terms used and not otherwise defined herein shall have the following meanings unless a different meaning clearly appears from the context: Administrative Costs means out of pocket costs incurred by the City together with staff and consultant (including seasonable legal, financial adviser and similar) costs of the City, all attiibutable to or incurred in connection with the establishment of the TIF District and the TIF Plan and review, negotiation and preparation of this Agieement (together with any other agreements entered into between the parties hereto contemporaneously therewith) and review and approvals of other documents and agreements in connection with the Project. In addition, the term includes certain engineering, environmental advisor, legal, land use, zoning, subdivision and other costs related to the development of the Development Property which are required to be paid, or additional funds to be deposited in escrow, as provided in accordance with the City s planning, zoning, and building fee schedules; Agreement means this Purchase and Development Agreement, as the same may be from time to time modified, amended or supplemented; Affiliate means a corporation, partnership, joint venture, association, business tiust or similar entity organized under the laws of the United States of America or a state thereof which is directly controlled by or under common control with the Developer or any othei Affiliate. For purposes of this definition, control means the power to direct management and policies through the ownership of at least a majority of its voting securities, or the right to designate or elect at least a majority of the members of its governing body by contract or otherwise* Architect means Kaas Wilson Architects, LLC, in Minneapolis, Minnesota; Assessment Agreement means the minimum assessment agreement, in substantially the form of the agreement attached as Exhibit G hereto and made a part of this Agreement, between the Developer and the City. Assessor's Minimum Market Value means the agreed minimum market value of the Project for calculation of real property taxes as determined by the assessor for the County as of January 2, 2024 and as further set forth in the Assessment Agreement. Available Tax Increment means 75 percent the Tax Increment received by the City less the amount of Tax Increment, if any, which must pay to the school district, the County and the State pursuant to the TIF Act including, without limitation, Minnesota Statutes, Sections 469.177, Subds. 9, 10, and 11; 469.176, Subd. 4h; and 469.175 Subd. 1 a, as the same may be amended from time to time, which may be used to reimburse the Public Development Costs. Business Day means any day except a Saturday, Sunday or a legal holiday or a day on which banking institutions in the City are authorized by law or executive order to close; 2 LA135-37-690131.v5 Certificate of Completion means a Certificate of Completion with respect to the Project to be executed by the City pursuant to Section 3.9 and in substantially the form attached hereto as Exhibit D; City means the city of Lauderdale, a municipal corporation under the laws of Minnesota; City Approvals means, collectively, the PUD, Conditional Use Permit and any other land use entitlements granted by the City for the Project; Closing Date or Closing means July 1, 2022 or such other date as agreed to by the City and Developer, or as extended by either party as provided herein; Completion Date means the date on which the Certificate of Completion with respect to the Project is executed by the City pursuant to Section 3.9; Comprehensive Plan means the adopted 2040 City of Lauderdale Compiehensive Plan that contains the Future Land Use Plan which guides the Project site for High Density Residential use. Conditional Use Permit means the conditional use permit issued by the City for the perpetual use of the site for a senior multifamily property. Construction Documents means the following documents, all of which shall be in form and substance acceptable to the City: (a) Evidence satisfactory to the City showing that the Project conforms to applicable zoning, subdivision and building code laws and ordinances, including a copy of the building permit for the Project; (b) A copy of the executed standard form of agreement between owner and architect for architectural services for the Project, if any, and (c) A copy of the executed General Contractor's contract for the Project, if any; Construction Plans means the plans, specifications, drawings and related documents for the construction of the Project which shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the building official of the City; County means Ramsey County, Minnesota; Declaration means the Declaration of Restrictive Covenants in substantially the form attached hereto as Exhibit h; Deed means the Quit Claim Deed in the form attached hereto as Exhibit F, to be executed by the City conveying the Development Property to the Developer; Design Drawings means the floor plans, renderings, elevations and material specifications for the Project prepared by the Architect; Developer means Lauderdale AH I, LLP, a Minnesota Limited Liability Partnership, and its authorized successors and assigns; Development Property means the real property legally described in Exhibit A attached hereto; 3 LA135-37-690131.v5 Event of Default means any of the events described in Section 5.1 hereof; Final Payment Date means the earlier of (i) the date on which the entire principal and accrued interest on the TIF Note has been paid in full; or (ii) February 1, 2039; or (iii) any earlier date this Agreement or the TIF Note is cancelled m accoidance with the terms hereof or deemed paid in full; or (iv) the February 1 following the date the TIF District is terminated in accoidance with the TIF Act (provided that there shall be no payment of any Tax Increments on such date unless it is a regular Payment Date); General Contractor means Schoeppner, Inc., a Minnesota corporation; HOMF Loan means a subordinate loan from Ramsey County to the Developer in the amount of approximately $350,000; Payment Date means August 1, 2024 and each February 1 and August 1 thereafter to and including the Final Payment Date; provided, that if any such Payment Date should not be a Business Day, the Payment Date shall be the next succeeding Business Day; Planned Unit Development or PUD means the .City's land use regulations for the Project and rezoning of the Development Property. Project means the construction of an approximately 114 -unit affordable senior multifamily rental housing project and all related amenities and improvements, to be completed, owned and operated by the Developer on the Development Property; Project Area means the portion of the community designated as a project by the City under Minnesota Statutes, sections 469.124. through 469.134, as amended; Public Development Costs means the Public Development Costs of the Project identified on Exhibit attached hereto and any other cost incurred by the Developer, or its assigns, that the City determines is eligible for reimbursement with Available Tax Increment; Qualifying Tenant means of the percentage of tenants of the Project whose income does not exceed percent of area median income.. Reimbursement Amount means the lesser of (i) $810,000 or (ii) the reasonable Public Development Costs actually incurred and paid by the Developer; Rental Housing Unit means one of the 114 rental housing units in the Project. Site Plan means the site plan prepared for the Development Property approved by the City; State means the State of Minnesota; Tax Increment means the tax increment derived from the TIF District and the improvements thereon which are paid by the County to the City in accordance with the TIF Act including, without limitation, Minnesota Statutes, Section 469.177, as amended; 4 LA135-37-690131.v5 Termination Date means the earliest of: (i) the date the TIF District is terminated in accordance with the TIF Act; or (ii) the date the TIF Note is paid in full; or (iii) the date this Agreement or the TIF Note is cancelled in accordance with the terms hereof; TIF Act means Minnesota Statutes, Sections 469.174 through 469.1794, as amended; TIF District means the City's Tax Increment Financing District No. 1-2 (a redevelopment district) consisting of the property legally described in Exhibit A attached hereto, which was established as a redevelopment district under the TIF Act; TIF Note means the Taxable Tax Increment Revenue Note (Lauderdale AH I, LLP Project) to be executed by the City and dehvered to the Developer pursuant to Article III hereof, a form of which is attached hereto as Exhibit C; TIF Plan means the tax increment financing plan approved for the TIF District; Total Development Costs means all of the costs of the Project as set forth on Exhibit B; and Unavoidable Delays means .delays, outside the control of the party claiming their occurrence, which are the direct result of strikes, other labor troubles, unusually severe or prolonged bad weather, acts of God, acts of war or terrorism, fire or other casualty to the Project, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion, directly results in delays, or acts of any federal, state or local governmental unit (other than the City) which directly result in delays, acts of the public enemy or acts of terrorism and discovery of unknown hazardous materials or other concealed site conditions or delays of contractors due to such discovery. ARTICLE II REPRESENTATIONS AND WARRANTIFtS Section 2.1. Representations and Warranties of the City. (1) The City is a municipal corporation organized and existing under the laws of the State and has the power to enter into this Agreement and carry out its obligations hereunder. (2) The City has approved the creation of the TIF District and adopted the TIF Plan in accordance with the provisions of the TIF Act. (3) The development contemplated by this Agreement is in conformance with the development objectives set forth in the adopted Comprehensive Plan and within the approved PUD. (4) Other than as provided in this Agreement, the City makes no representation or warranty, either express or implied as to the Development Property or its condition, or that the Development Property shall be suitable for the Developer's purposes or needs. 5 LA135-37-690131.v5 (5) No Council member or officer of the City benefits financially from this Agreement within the meaning of Minnesota Statutes, Sections 412.311 and 471.87. Section 2.2. Representations and Warranties of the Developer. (1) The Developer is a Minnesota limited liability partnership and validly organized and existing in good standing under the laws of the State, and has power and authority to enter into this Agreement and to perform its obligations hereunder and is not in violation of any provision of the laws of the State. (2) The Developer will acquire fee title to the Development Property and will cause the Project to be constructed in accordance with the terms of this Agreement, the City Approvals, and all other local, state and federal laws and regulations including, but not limited to, environmental, zoning, energy conservation, building codeand public health laws and regulations. (3) The construction of the Project would not be undertaken by. the Developer, and in the opinion of the Developer would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement (4) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which must be obtained or met for the construction and operations of the Project. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agieement is prevented, limited by or conflicts with or results in breach of, the terms conditions or provisions of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (6) The Developer understands that the City may subsidize or encourage the development of other developments in the City, including properties that compete with the Development Property and the Project, and that such subsidies may be more favorable that the terms of this Agreement, and the City has infoimed the Developer that development of the Development Property will not be favored over the development of othei properties. (7) Subject to Unavoidable Delays, the construction of the Project will commence on or before and, baiting Unavoidable Delays the Project will be substantially completed by . Notwithstanding the foregoing, failure of the Developer to substantially complete the Project shall not be an hvent of Default unless the project is not substantially complete by ARTICLE III UND F RTAKINGS BY DEVFLOP FR AND CITY 6 LA135-37-690131.v5 Section 3.1. Total Development Costs and Public Development Costs. (1) The Developer's estimate of the Total Development Costs of the Project and solaces of revenue to pay such costs are set forth on Exhibit B attached hereto. (2) Based on the Developer's representation that the Total Development Costs for the Project are appioximately $29,800,000, that the sources of revenue available to pay such costs, excluding the tax increment assistance contemplated herein, is $28,990,000, and that the Developer is unable to obtain additional piivate financing for the estimated Total Development Costs, the City has agreed to provide tax increment financing subject to the teims and conditions as hereinafter set forth. The Developer must provide the City copies of all executed financing documents related to financing the Total Development Costs of the Project. (3) The parties agree that the Public Development Costs to be incurred by the Developer are essential to the successful completion of the Project. The Developer anticipates that the Public Development Costs for the Project which are identified on hxhibit B attached hereto will be at least $810,000. (4) As of January 2, 2024, the estimated market value of the Development Property, as improved with the Project, is expected to be at least $19,950,000. (5) The Developer has entered into a purchase agreement with the City with teims as stipulated in Article IV of this Agreement The Developer will acquire fee title to the Development Property, and will cause the Project to be constructed in accordance with the terms of this Agreement, the City Approvals and all other local, state and federal laws and regulations including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations. (6) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met for the construction and operations of the Project. (7) The Total Development Costs shall be paid by the Developer and the City shall reimburse the Developer for the Public Development Costs in the Reimbursement Amount solely through the issuance of the TIF Note as provided herein. Section 3.2. TIF Note. (1) The TIF Note will be originally issued to the Developer, as provided in Section 3.2(2), in a principal amount equal to the Reimbursement Amount and shall be dated as of its date of issuance. The principal of the TIF Note and interest thereon shall be payable on a pay- as-you-go basis solely from the Available Tax Increment as provided below. (2) The TIF Note shall be issued, in substantially the form attached hereto as Exhibit C and interest will commence to accrue on the TIF Note only when (A) the Developer shall have acquired the Development Property in fee; (B) the Developer shall have submitted written proof and other documentation as may be reasonably satisfactory to the City of the exact nature 7 LA135-37-690131.v5 and amount of the Public Development Costs incurred by the Developer, together with such other information or documentation as may be reasonably necessary and satisfactory to the City to enable the City to substantiate the Developer's tax increment expenditures per Exhibit B and/or to comply with its tax increment reporting obligations to the Commissioner of Revenue, the Office of the State Auditor or other applicable official; (C) the City shall have received evidence that the Declaration has been recorded against the Development Property; (D) the Developer shall have obtained from the City the Certificate of Occupancy for all residential units in the Project; (E) the Developer shall have paid all of the City's Administrative Costs required to have been paid as of such date in accordance with Section 3 4 hereof; (F) the Developer shall have submitted to the City the Investment Letter in the form attached hereto as Exhibit H; (G) the Minimum Assessment Agreement in the form attached hereto as Exhibit G shall have been recorded against the. Development Property, and (H) the Developei is in material compliance with each term 01 pi°vision of this Agreement required to have been satisfied as of such date. The documentation provided in accordance with Section 3.2(2)(B) shall include specific invoices for the particular work from the contractor or other provider and shall include paid invoices, copies of remittances and/or other suitable documentary proofs of the Developer's payment thereof. (3) Subject to the provisions thereof, the TIF Note shall bean simple, non -compounding interest at the rate equal to the lesser of 3.9% pei annum or the rate per annum on the construction financing for the Project. Interest shall be computed on the basis of a 360 day year consisting of twelve 30 -day months. Principal and interest on the TIF Note will be payable on each Payment Date; however, the sole source of funds required to be used for payment of the City's obligations under this Section and correspondingly under the TIF Note shall be the Available Tax Increment received in the 6 -month period preceding each Payment Date. The principal amount of TIF Note shall be the Reimbursement Amount. On each Payment Date the Available Tax Increment shall be credited against the accrued interest then due on the TIF. Note and then applied to reduce the principal. In the event the Available Tax Increment is not sufficient to pay the accrued interest, the unpaid accrued interest shall be carried forward without interest. All Tax Increment in excess of the Available Tax Inclement necessary to pay the principal and accrued interest on the TIF Note is not subject to this Agreement, and the City retains full discretion as to any authorized application thereof To the extent that the Available Tax Increment is insufficient through the Final Payment Date, to pay all amounts otherwise due on the TIF Note, said unpaid amounts shall then cease to be any debt or obligation of the City whatsoever No interest will accrue during any period in which payments have been suspended pursuant to Section 4.2. (4) Any interest accruing on Available Tax Increment held by the City pending payment to the Developer on the TIF Note shall accrue to the account of the TIF District. (5) The TIF Note shall be a special and limited obligation of the City and not a general obligation of the City and only Available Tax Increment shall be used to pay the principal of and interest on the TIF Note. (6) The City's obligation to make payments on the TIF Note on any Payment Date shall be conditioned upon the requirement that (A) there shall not at that time be an Event of Default that has occurred and is continuing under this Agreement that has not been cured during the 8 LA135-37-690131.v5 applicable cure period, and (B) this Agreement shall not have been terminated pursuant to Section 4.2, and (C) all conditions set forth in Section 3.2(2) have been satisfied as of such date. (7) The TIF Note shall be governed by and payable pursuant to the additional terms thereof, as actually executed, in substantially the form set foith in Exhibit C. In the event of any conflict between the terms of the TIF Note and the terms of this Section 3.2 the terms of the TIF Note shall govern. The issuance of the TIF Note is pursuant and subject to the terms of this Agreement. (8) The Developer understands and acknowledges that all Public Development Costs must first be paid by or on behalf of the Developer and will be reimbursed from Available Tax Increment pursuant to the terms of the TIF Note. The City makes no representations or warranties regarding the amount of Tax Increment, or that revenues pledged to the TIF Note will be sufficient to pay interest on or the principal of the TIF Note. Any estimates of Tax Increment prepared by the City or its financial. advisors in connection with the TIF District or this Agreement are foi the benefit of the City, and are not intended as representations on which the Developer may rely. In the event of legislative changes. reducing the tax. rate classification of certain qualified low-income rental housing under Minnesota Statutes, Section 273.13, subd. 25(e), the Developer expressly agrees and acknowledges that the City will adjust the principal amount of the TIF Note to reflect such reduction. The parties agree that they will work in good faith to determine the appropriate amount of such reduction, it being the intent that the aggregate effect of such changes (i.e., the projected expense savings to the Developer attributable to the reduction to the annual tax liability with regard to the Pioject and the projected income reduction to the Developer attributable to the reduction in the amount of payments under the TIF Note) will be revenue -neutral to the Developer. If the principal amount of the TIF Note is reduced pursuant to this. Section 3.2(8), and there is subsequently a legislative change which increases the tax rate classification (i e., the legislation giving rise to the reduction is repealed), the City shall adjust the principal amount of the TIF Note to reflect such increased tax burden in the same manner as the reduction aforesaid, provided, however, that any such increase shall be limited to the aggregate amount by which the principal balance of the TIF Note was previously reduced pursuant to this Section 3.2(8). Public Development Costs exceeding the principal amount of the TIF Note are the sole responsibility of Developer. (9) The Developer must execute and deliver the Assessment Agreement all as further provided in Section 3,5 and must file such Assessment Agreement with the Ramsey County Recorder and Registrar of Titles at the Developer's sole cost. Section 3.3. Age Restrictions. Commencing on the Completion Date and continuing until the Termination Date, all of the residential units in the Project shall be occupied by at least one person who is at least 55 years of age. Section 3.4. Developer to Pay City's Fees and Expenses. The Developei will pay all of the City's reasonable Administrative Costs and must pay such costs to the City within 30 days after receipt of a written invoice from the City describing the 9 LA 1 3 5-3 7-69013 1.v5 amount and nature of the costs to be reimbursed. The parties agree and understand that Developer deposited with the City $10,000 toward payment of the City's Administrative Costs. If such costs exceed such amount, then at any time, but not more often than monthly, the City will deliver written notice to Developer setting forth any additional fees and expenses, together with suitable billings, receipts or other evidence of the amount and nature of the fees and expenses, and Developer agrees to pay all fees and expenses within 30 days of City's written request. Any unused amount of such deposit shall be returned to the Developer. Section 3.5. hxecution of Assessment Agreement. (1) The Developer and the City agree to execute an Assessment Agreement relating to the Development pursuant to the provisions of Minnesota Statutes, Section 469.177, Subdivision 8, specifying the minimum market value for the Development Property for calculation of real property taxes. Specifically, the Developer shall agree to a market value for the Development Property of $19,950,000 commencing as of January 2, 2024 (the "Minimum Market Value"). (2) Nothing in the Assessment Agreement or this .Agreement limits the discretion of the County Assessor to assign a market value to the Development Property in excess of the Minimum Market Value nor prohibits the Developer from seeking, through the exercise of legal or administrative remedies, a reduction in such market value foi property tax purposes; provided however, the Developer shall not seek a 'eduction of such market value below the Minimum Market Value for any year so long as the Assessment Agreement remains in effect for that year (3) The Assessment Agreement shall remain in effect until the Termination Date. (4) The Assessment Agreement shall be certified by the County Assessor as provided in Minnesota Statutes, Section 469.177, Subdivision 8, upon a finding by the County Assessor that the Minimum Market Value represents a reasonable estimate based upon the plans and specifications for the Project to be constructed on the Development Propeity and the market value previously assigned to the Development Property. (5) Pursuant to Minnesota Statutes, Section 469.177, Subdivision 8, the Assessment Agreement shall be filed foi record in the office of the county recorder and registrar of titles of the County, and such filing shall constitute notice to any subsequent encumbrancer or purchaser of the Development Property, whether voluntary or involuntary, and such Assessment Agreement shall be binding and enforceable in its entirety against any such subsequent purchaser or encumbrancer, including the holder of any mortgage on the Development Property. (6) The Assessment Agreement shall be filed, at the sole cost of the Developer, against the Development Property prior to any lien or encumbrance on the Development Property, including any mortgage. Section 3.6. Compliance with hnvironmental Requirements. 10 LA135-37-690131.v5 (1) The Developer shall comply with all applicable local, state, and federal environmental laws and regulations, and will obtain, and maintain compliance under, any and all necessary environmental permits, licenses, approvals or reviews. (2) The City has provided the Developer with the Phase I Environmental Site Assessment Report dated March 16, 2018 and Limited Phase II Environmental Site assessment dated Apiil 24, 2018 completed by The Javelin Group on behalf of the City. Both reports were prepared for the City as part of the City's acquisition process in 2018. The reports are provided to the Developei as information, and the City makes no specific warranties or representations iegarding their contents 01 the accuracy or completeness of the information contained therein. The City further discloses that underground tanks exist on the Development Property. Pievious environmental investigation for contaminated soil associated with leaks from the tanks failed to accurately identify the location of the tanks and therefore the test results are not conclusive. The Developei will be responsible for additional testing after acquiring the Development Property. (3) The City makes no warranties or representations regarding, nor does it indemnify the Developer with respect to, the existence or nonexistence on or in the vicinity of the Development Property or anywhere within the TIF District of any toxic or hazardous substances or wastes, pollutants or contaminants (including, without limitation, asbestos, urea foimaldehyde, the group of organic compounds known as polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil and various constituents of such products, or any hazardous substance as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980.("ChRCLA"), 42 U.S.C. §§ 961-9657, as amended) (collectively, the "Hazardous Substances"). (4) The Developer agrees to take all necessary action to remove or remediate any Hazardous Substances located on the Development Property to the extent required by and in accordance with all applicable local, state and federal environmental laws and regulations. Section 3.7. Construction Plans. (1) Prior to the commencement of construction of the Project, the Developer will deliver to the City the Construction Plans, Construction Documents and a sworn construction cost statement certified by the Developer and the General Contractor (the "Sworn Construction Cost Statement') all in form and substance acceptable to the City. The Construction Plans for the Project shall be consistent with the City Appiovals this Agieement, and all applicable State and local laws and regulations pieviously submitted to the City. The City's building official and engineer shall promptly review any Construction Plans upon submission and delivei to the Developer a written statement approving the Construction Plans or a written statement rejecting the Construction Plans and specifying the deficiencies in the Construction Plans. The City's building official and engineer shall approve the Construction Plans if: (i) the Construction Plans substantially conform to the terms and conditions of this Agreement; (ii) the Construction Plans are consistent with the City Approvals and the TIF Plan; (iii) the Construction Plans comply with the Site Plan and Design Drawings; and (iv) the Construction Plans do not violate any applicable federal, State 01 local laws, oidinances, rules or regulations. If the Construction Plans are not approved by the City, the Developer shall make such changes 11 LA 135-37-690131.v5 as the City may reasonably require and resubmit the Construction Plans to the City for approval, which will not be unreasonably withheld, conditioned or delayed. (2) No changes shall be made to the Construction Plans for the Project without the City's prior written approval, unless the aggregate of such changes do not increase or decrease the Total Development Costs by more than 10%. No changes which materially altei (a) the Project's site plan, (b) exterior appearance, (c) construction quality, or (d) exterior materials included in the final Design Drawings and Construction Plans shall be made without the City's prior written consent. The approval of the City will not be unreasonably withheld, conditioned or delayed. Section 3.8. Site Development and Construction Activities. (1) The Developer shall work with the City's engineer and building official on a site development and construction activities plan. Such plan shall address, but not be limited to, the following: (a) Construction hours of operation shall be consistent with the City's ordinances; (b) If applicable, approval of extended hours shall be submitted for review and approval; and (c) Construction activities, including parking of onsite workers, shall be consistent with the plan submitted and approved with the City Approvals. Section 3.9. Commencement and Completion of Construction. Subject to the terms and conditions of this Agreement and to Unavoidable Delays, the Developer •will ..commence .construction of the Project by and shall substantially complete the Project by . Notwithstanding the foregoing failure of the Developer to commence construction 01 substantially complete the Project shall not be an Event of Default unless the Developer fails to commence construction of the Project by or the Developei fails to obtain a certificate of occupancy for the Project by . The Pioject will be constructed by the Developer on the Development Property in conformity with the Construction Plans approved by the City. Prior to completion, upon the request of the City, and subject to applicable safety rules, the Developer will provide the City reasonable access to the Development Property. `Reasonable access ' means at least one site inspection per week during regular business hours. During construction, marketing and rentals of the Pioject, the Developer will deliver progress reports to the City from time to time as reasonably requested by the City. Section 3.10. Certificate of Completion. The Developer shall notify the City when construction of the Project has been substantially completed. The City shall, within 20 days after such notification, inspect the Project in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans. If the City determines that the Project has not been constructed 12 LA 135-37-690131.v5 in substantial conformity with the approved Construction Plans, the City shall deliver a written statement to the Developer indicating in adequate detail the specific respects in which the Project has not been constructed in substantial conformity with the appioved Construction Plans and Developer shall have a reasonable period of time to remedy such deficiencies. The City shall re -inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied in older to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans and this Agreement. Within a reasonable period of time after determining that the Project has been constructed in substantial conformity with the approved Construction Plans, the City will furnish to the Developer a Certificate of Completion substantially in the form attached hereto as Exhibit D certifying the completion of the Project. The Certificate of Completion issued for the Project shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement solely with respect to construction of the Project. The issuance of a Ceitificate of Completion shall not be construed to relieve the Developer of any approval required by the City in connection with the construction, completion or occupancy of the Project nor shall it relieve the Developei of any other obligations under this Agreement or the City Approvals. Section 3.11. Additional Responsibilities of the Developer. (1) The Developer will construct, operate and maintain, or cause to be operated and maintained, the Project substantially in accordance with the terms of this Agreement, the City Approvals and all other local, State, and federal laws and regulations including, but not limited to zoning, building code, public health laws and regulations, except for approved variances necessary to construct the Project contemplated in the Construction Plans appioved by the City. (2) The Developer will obtain, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (3) The Developer will not construct any building or other structures on, over, or within the boundary lines of any public utility easement unless such construction is provided foi in such easement or has been approved by the utility involved. (4) The Developer, at its own expense, will replace any public facilities and public utilities damaged during the construction of the Project, in accordance with the technical specifications, standards and practices of the ownei thereof. (5) The Developer will comply with all applicable local, state and federal environmental laws and regulations, as they relate to the Project. (6) The Developer will provide and maintain or cause to be maintained at all times and, from time to time at the request of the City, furnish the City with proof of payment of premiums on insurance of amounts and coverages normally held by owners of property similar to the Proj ect. 13 LA 1 3 5-3 7-690 1 3 1.v5 Section 3.12. Pncumbrance of the Development Property. Until the Final Payment Date, without the prior written consent of the City, neither the Developer nor any successor in interest to the Developer will engage in any financing or any other transaction creating any moitgage or other encumbrance or lien upon the Development Property, or portion thereof, whether by express agreement or operation of law, or suffer any encumbrance 01 lien to be made on or attach to the Development Propeity except for the purpose of obtaining funds only to the extent necessary foi financing or refinancing the acquisition and construction of the Pioject (including, but not limited to, land and building acquisition, labor and materials, professional fees, development fees, ieal estate taxes, reasonably required reserves, construction interest, organization and other direct and indirect costs of development and financing, costs of constructing the Project, and an allowance for contingencies) including without limitation regulatory agreements and land use restriction agreements in connection with such financings; provided, however, this provision shall not be considered a waiver of the requirements of Section 6.3 with respect to any Transfer of the TIF Note in connection with any such financing or refinancing nor shall anything contained in this Section prohibit the Developer from making transfers in accordance with Section 6.3. The City hereby consents to any mortgages securing the Revenue Bonds and the HOMF Loan and to the succession of the mortgagee thereunder (or any assignee of the mortgagee) or any purchasers at or after foreclosure thereof, by the successful bidder at the sale, to title to the Development Property; provided, however, this provision shall not be considered a waiver of the requirements of Section 6 3 with respect to any Transfer of the TIF Note in connection with any such mortgage. Notwithstanding the foregoing, the TIF Note shall be terminated by the City in the event that any mortgagee (or any assignee of the mortgagee) or any purchasers at or after foreclosure thereof, by the successful bidder at the sale, to the title to the Development Property, terminates the Declaration, in accordance with its terms, or does not otherwise comply with the Declaration. Section 3.13. Business Subsidy Act. The subsidy granted to the Developer pursuant to this Agi eement and the TIF Note is assistance for housing and therefore the Project is exempt from the provisions of Minnesota Statutes, Section 116J.993 to 116J.995. No portion of the tax increment assistance shall be used to construct any coinmeicial space. Section 3.14. Right to Collect Delinquent Taxes. The Developer acknowledges that the City is providing substantial aid and assistance in furtherance of the Project through reimbursement of Public Development Costs To that end, the Developer agrees foi itself, its successors and assigns, that in addition to the obligation pursuant to statute to pay real estate taxes, it is also obligated by reason of this Agreement, to pay before delinquency all real estate taxes assessed against the Development Property and the Project. The Developer acknowledges that this obligation creates a contractual right on behalf of the City through the Termination Date to sue the Developer or its successors and assigns, to collect delinquent real estate taxes related to the Development Property and any penalty or 14 LA135-37-690131.v5 interest thereon and to pay over the same as a tax payment to the county auditor. In any such suit in which the City is the prevailing party, the City shall also be entitled to recover its costs, expenses and ieasonable attorney fees. Section 3.15. Reduction of Taxes. (1) The Developer agrees that prior to the Termination Date it will not cause a reduction in the real property taxes paid in respect of the Development Property through: (i) willful destruction of the Development Property 01 any part thereof; or (ii) willful refusal to reconstruct damaged 01 destroyed property. The Developer also agrees that it will not, prior to the Termination Date, apply for an exemption from or a deferral of property tax on the Development Property pursuant to any law, or transferor permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real property taxes under State law. (2) The Developer shall notify the City within 10 days of filing any petition to seek reduction in market value or property taxes on any portion of the Development Property under any State law (referred to as a "Tax Appeal"). If as of any Payment Date, any Tax Appeal is then pending, the City will continue to make payments on the TIF Note but only to the extent that the Available Tax Inclement relates to property taxes paid with respect to the market value of the Development Property not being challenged as part of the Tax Appeal as determined by the City in its sole discretion and the City will withhold the Available Tax Increment related to property taxes paid with respect to the market value of the Development Property being challenged as part of the Tax Appeal as determined by the City in its sole discretion. The City will apply any withheld amount to the extent not reduced as a result of the Tax Appeal promptly after the Tax Appeal is fully resolved and the amount of Available Tax Increment as applicable, attributable to the disputed tax payments is finalized. Section 3.16.: Declaration Regarding Income Restrictions. The Developer agrees that the Project will be subject to the following tenant income 1 estrictions: (1) The Developer will cause at least percent of the Rental Housing Units in the Project to be occupied by Qualifying Tenants whose household income is percent or less of the area median gross income, all as further described in the Declaration attached hereto as Exhibit h Prior to any payment under the Note, the Developer will deliver the executed Declaration to the City in recordable form. (2) As a condition to initial and continuing occupancy, each person who is intended to be a Qualifying Tenant will be required annually to sign and deliver to the Developer a certification in which the prospective Qualifying Tenant certifies as to his or her income. In addition, the person will be required to provide whatever other information, documents, or certifications are reasonably deemed necessary by the City to substantiate his or her income, on an ongoing annual basis, and to verify that the tenant continues to be a Qualifying Tenant. Certifications will be maintained on file by the Developer with respect to each Qualifying Tenant who resides in a Rental Housing Unit or resided therein during the immediately preceding calendar year. 15 LA135-37-690131.v5 (3) The form of lease to be utilized by the Developer in renting any Rental Housing Unit to any person who is intended to be a Qualifying Tenant will provide for termination of the lease and consent by the person to immediate eviction for failure to qualify as a Qualifying Tenant as a iesult of any material misrepresentation made by the person with respect to income. (4) On or before April 15 of each year during the term of the Declaration, commencing on the first April 15 after issuance of the Certificate of Completion, the Developer must submit evidence of tenant incomes, showing that at least percent of the Rental Housing Units meet the income restrictions set forth in the Declaration. The City will review the submitted evidence related to the income restrictions. (5) While the covenants in this Section 4.5 are in effect, the City and its representatives will have the right at all reasonable times, and after reasonable notice, to inspect and to examine and copy all books and records of the Developer and its successors and assigns relating to the covenants described in this Section 3.16 and in the Declaration. (6) The Developer acknowledges that the primary purpose for requiring compliance by the Developer with the rental restrictions provided in this Agieement and the Declaration is to ensure compliance of the Project with the income covenants set forth herein. (7) The Developer covenants and agrees that the Developer will cause or require as a condition precedent to any conveyance, transfer, assignment, 01 any other disposition of the Project prior to the Termination Date that the transferee assume in writing, in a form acceptable to the City, all duties and obligations of the Developer under this section 3.16 and the Declaration regarding income restrictions and verification of Qualified Tenants by means of an assumption agreement acceptable to the City. The Developer will deliver an executed copy of the assumption agreement to the City prior to the transfer. ARTICLE IV ACQUISITION AND CONVEYANCE OF DEVELOPMENT PROPERTY Section 4.1. Purchase and Sale of Development Property; Purchase Price. Subject to the terms of this Agreement, the City agrees to sell to the Developer, and Developer agrees to purchase from the City, the Development Property for a purchase piice in the amount of $1,360,552 (the "Purchase Price") and to pay the purchase Price as provided in Section 4.3 hereof. Section 4.2. As Is Conveyance. In recognition of the significant economic contributions which the City has made to redevelop the Development Pioperty, the Developer shall take the conveyance of Development Property on an "AS IS" "WHFIRE IS basis, with all faults and defects, without any warranties, express or implied, except such representations and warranties as specifically set forth in this Agreement, and the Developer waives any claims against the City and its governing body; members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (for purposes of this Section, collectively the 16 LAI35-37-690131.v5 "Indemnified Parties"), for indemnifications, contribution, reimbursement or other payments arising uncle' federal and state law and common law relating to environmental or any other condition of Development Pioperty The City has no obligation to produce any evidence of title. The Developer will obtain its own title evidence and commitment from the Title Company. Section 4.3. Payment of Purchase Price. The Purchase Price for the Development Property shall be paid by Developer to the City as follows: $15,000 as earnest money at the time of execution of this Agreement and the balance at Closing by wire or certified funds. The Developer shall assume 01 pay all taxes, special assessment, and similar governmental impositions due and payable in the yeas of Closing and after the Closing Date and all future years. Section 4.4. Contingencies to Closing on Development Property. (1) Developer's Contingencies. The Developer's obligation to close on the purchase of the Development Property is expressly conditioned upon each of the following contingencies being satisfied or waived: (a) The City shall have performed all of the obligations required to be performed by the City under this Agreement as of the Closing Date, including but not limited to, delivery of all of the City's Documents described in Section 4.5(2) hereof; (b) The Developer shall have ..received all necessary rezoning, variances, conditional use permits and other permits, and other approvals needed to permit the construction of the proj ect; (c) The Developer shall have obtained financing acceptable to the Developer for development of the Project; and (d) On the Closing Date, the Title Company shall be irrevocably committed to issue to Developer an owner's policy of title insurance with respect to the Development Property in form and substance approved by Developer. (2) City's Contingencies. The City's obligation to close on the sale of the Development Property is expressly conditioned upon each of the following contingencies being satisfied or waived: (a) Developer shall have performed all of the obligations required to be performed by Developer under this Agreement as of the Closing Date; (b) Developer shall have delivered to the City all of the Developer's Documents described in Section 4.5(3); (c) The City shall have approved the establishment of the TIF District as required by the TIF Act and the assistance described in Section 3.13. 17 LA135-37-690131.v5 (d) The City shall have approved the sale of the Development Property to the Developer in accordance with State law; (e) The City shall have approved the assistance described in Section 3.12; (f) The Developer shall have submitted the Construction Plans to the City for approval pursuant to Section 3.6 hereof; (g) Developer shall have received, or the City shall have determined that the Developer will receive all necessary rezoning, variances, conditional use permits, and other approvals needed to permit the construction of the Pioject; (h) The City shall have satisfied therequirements of Minnesota Statutes, section 462.356; (i) Developer shall have obtained all necessary financing for development of the Pioject; and (j) The City has obtained an easement over the Development Property for ingress and egress from bustis Street to the southerly property line connecting to the existing north -south alleyway. (3) City's and Developer's Options. In the event that any of the foregoing contingencies fail to be satisfied on or before the Closing Date, the Developer or the City, as the case may be, may: (a) terminate this Agreement; or (b) waive such failure and proceed to close; or (c) the Developer and City may mutually agree to extend the Closing Date. Section 4.5. Closing. (1) Time and Place. The Developer shall select a title company licensed to do business in Minnesota to facilitate the sale and closing of the Development Property. Subject to the terms and conditions of this Agreement, the Closing on the purchase and sale of the Development Property shall take place on the Closing Date and shall take place at such place which is mutually acceptable to the pasties. The City shall deliver possession of the Development Property on the Closing Date. (2) City's Documents. At the Closing the City shall execute, where appropriate, and deliver all of the following ` City's Documents": (a) The Deed, in substantially the form as Exhibit F attached hereto, properly executed on behalf of the City conveying the Development Property to the Developei, together with any other documents seasonably required by the title company to be delivered by the City. 18 LA 13 5-37-690131.v5 (b) Abstracts of title, if any, in the City's possession to any portion of the Development Property which is abstract property, and any owner's duplicate certificate of title to any portion thereof which is registered property. The City has no obligation to have any abstracts updated. (c) An affidavit of City regarding liens, judgements, tax liens, bankruptcies, parties in possession, survey and mechanics o1 materialmen's liens and other matters affecting title to the Development Property and/or as may be reasonably required by Title Company to delete the so-called "standard exceptions" from the title insurance policy. (d) A transferor's certification stating that the City is not a "foreign person", "foreign partnership", `foreign trust ' or "foreign estate" as those terms are define din Section 1445 of the Internal Revenue Code, and containing such additional information as may be required thereunder. (e) A settlement statement consistent with this Agreement. (1) The Assessment Agreement (g) Such other documents as shall be required to carry out the intent of this Agreement. (3) Purchase Price and Developer's Documents. At the Closing, the Developer shall deliver the remainder of the Purchase Price and shall execute, where appropriate, and deliver all of the following "Developer's Documents": (a) A sworn construction cost statement executed by the Developer and the general contractor setting forth total Construction Costs of the Project. (b) Proof of insurance required by this Agreement. (c) An affidavit from Developer indicating on the Closing Date that there aie no outstanding, unsatisfied judgements, tax liens, of bankruptcies against or involving the Developer; that there has been no skill, labor or material furnished to the Development Property for which payment has not been made or for which mechanic's liens could be filed. (d) Funds sufficient for payment by the Developer at Closing of the recording charges or fees for all documents which are to be placed on record, the fee 01 charge imposed by any closing agent designated by the Title Company, and any other incidental or related closing costs. (e) The Construction Documents. (f) The Assessment Agreement. (g) hvidence satisfactory to the City that the Developer has sufficient financing to complete the Project. 19 LA 13 5-37-690131.v5 (h) Such other documents as shall be required to carry out the intent of this Agreement. Section 4.6. Closing Costs. The Developer shall pay the premium for the Developer's owner's policy of title insurance, filing and recording fees, and the costs of the Title Company to conduct and insure the Closing. The Developer shall also pay any state deed tax on the Deed on behalf of the City. Section 4.7. Title. The Developer has obtained a commitment for an owner's title insurance policy issued by the title company naming Developer as the proposed owner -insured of the Development Property (the "Commitment") together with copies of all documents referred to in the Commitment. Section 4.8. Environmental Remediation. The City makes no representations concerning nor shall have any responsibility or obligation to undertake any cleanup or remediation on the Development Property. Following delivery of the Deed the Developer agrees to remediate any environmental contamination or pollution on the Development Property that may be required by law. (1) The City has provided the Developer with the Phase I Environmental Site Assessment Report dated March 16, 2018 and Limited Phase II N nvironmental Site assessment dated April 24, 2018 completed by The Javelin Group on behalf of the City. Both reports were prepared foi the City as part of the City's acquisition process in 2018. The reports are provided to the Developer as information, and the City makes no specific warranties or representations regarding their contents or the accuracy or completeness of the information contained therein. The City further discloses that underground tanks exist on the Development Property. Previous environmental investigation for contaminated soil associated with leaks from the tanks failed to accurately identify the location of the tanks and therefore the test results are not conclusive. The Developer will be responsible for additional testing after acquiring the Development Property. Section 4.9. Developer's Right to Inspect. The Developer is hereby granted the right to enter upon and inspect, analyze and test the Development Property for all reasonable purposes, including conducting soil tests for a period of 45 calendar days after the date of execution of this Agreement by the second party. The Developer shall pay for the cost of all investigations of the Development Property which ate ordered by Developer foi purposes of conducting its own investigations of the. Development Property. Developer hereby agrees to indemnify and hold the City harmless fiom any claims damages, costs and liability, including without limitation reasonable attorney's fees, resulting from entering upon the Development Property or the performing of the analysis, tests or inspections referred to in this section. ARTICLE V FVENTS OF DEFAULT 20 LA 13 5-37-690131.v5 Section 5.1. Events of Default Defined. The following shall be "Fhvents of Default" under this Agreement and the term ` Kvent of Default" shall mean whenever it is used in this Agreement any one or mole of the following events: (1) Failure by the Developer to timely pay any ad valorem real property taxes assessed with respect to the Development Property; (2) Subject to Unavoidable Delays, failure by the Developer to commence construction of the Project by , and to proceed with due diligence to substantially complete the construction of the Project pursuant to the terms, conditions and limitations of this Agreement and obtain a certificate of occupancy from the City by (3) Any challenge to the Assessor's Minimum Market Value or the Assessment Agreement by the Developer prior to the Termination Date; (4) Termination of the Declaration by the Developei prior to the Termination Date; (5) Failure of the Developer to observe or perform any other material covenant, condition, obligation or agreement on its part to be. observed 01 performed under the Declaration or this Agreement, including, without limitation, compliance with the requirements set forth in Section 3.3 hereof; or (6) If, prior to the Completion Date, the Developer shall (a) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar federal or state law; or (b) be adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of the Developer, as a bankrupt or its reorganization 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 90 days after the filing thereof; or a receiver, trustee or liquidator of the Developer, or of the Project, 01 part thereof, shall be appointed in any proceeding brought against the Developer, and shall not be discharged within 90 days after such appointment, or if the Developer, shall consent to or acquiesce in such appointment. Notwithstanding anything to the contrary set forth in this Agreement the lenders providing construction or permanent financing for the Project, the General Partner and any limited partner of the Developer shall have the right but not the obligation, to cure an Event of Default during the cuie period provided for the Developer. Section 5.2. Remedies on Default. LA135-37-690131.v5 21 Whenever any Event of Default referred to in Section 5.1 occurs and is continuing, the City, as specified below, may take any one 01 more of the following actions aflei the giving of 30 days' written notice to the Developer, but only if the Fvent of Default has not been cured within said 30 days; provided that if such Fvent of Default cannot be reasonably cured within the 30 day period, and the Developer has provided assurances reasonably satisfactory to the City that it is proceeding with due diligence to cure such default, such 30 day cure period shall be extended foi a period deemed reasonably necessary by the City to effect the cure, but in any event not to exceed 180 days: (1) The City may suspend its performance under this Agreement and the TIF Note until it receives assurances from the Developer, deemed reasonably adequate by the City, that the Developer will cure its default and continue its performance under this Agreement. Interest on the TIF Note shall not acciue during the period of any suspension of payment; (2) The City may terminate this Agreement and/or cancel the TIF Note; (3) The City may refuse to Close on the sale of the Development Property; and (4) The City may take any action, including legal or administrative action, in law or equity, which !nay appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement. Notwithstanding anything to the contrary set forth in this Agreement the lenders providing construction or permanent financing for the Project, the General Paitner and any limited partner of the Developer shall have the right, but not the obligation, to cute an Event of Default during the cure period provided for the Developer. The City agrees to give the Developer's mortgage lender the same notice of any Fvent of Default provided to the Developer herein. Section 5.3. No Remedy Exclusive. No remedy herein conferred upon 01 reserved to the City is intended to be exclusive of any other available remedy 01 remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law 01 in equity or by statute. No delay 01 omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 5.4. No Implied Waiver. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 5.5. Indemnification of City. (1) The Developer releases from and covenants and agrees that the City, and its governing body's members, officers, agents, including the independent contractors, 22 LA135-37-690131.v5 consultants and legal counsel, servants and employees thereof (for purposes of this Section, collectively the ` Indemnified Parties") shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project, 01 any other loss, cost expense, or penalty, except to the extent caused by any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties. (2) Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownei ship, and operation of the Project; including, without limitation, any .pecuniary loss or penalty (including interest thereon at the rate of 5% per annum fiom the date such loss is incurred or penalty is paid by the City) as a result of the Project failing to cause the TIF District to qualify as a redevelopment district" under Section 469.174, Subdivision 10, of the Act or to violate hmitations as to the use of Tax Increments as set forth in Section 469.176, subd. 4d. (3) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as. the case may be. Section 5.6. Reimbursement of Attorneys' Fees. If the Developer shall default under. any of the provisions of this Agreement, and the City shall employ attorneys or incur other reasonable expenses for the collection of payments due hereunder, or for the enforcement of performance or observance of any obligation or agreement on the part of the Developer contained in this Agieement, the Developer will within 30 days reimburse the City for the reasonable fees of such attorneys and such other reasonable expenses so incurred. ARTICLE VI ADDITIONAL PROVISIONS Section 6.1. Restriction on Use. The Developer agrees for itself, its successors and assigns and every successor in interest to the Development Property, or any part thereof, that the Developei and such successors and assigns shall operate, or cause to be operated, the Project as an affordable senior rental housing development in accordance with this Agreement and the Declaration until the Termination Date. After the Termination Date, the use of the Development Project shall be governed by the Conditional Use Peimit which shall be recorded in the offices of the Ramsey County Recorder and Registrar of Titles. 23 LA 135-37-690131.v5 Section 6.2. Reports. The Developer shall provide the City reports in a timely manner with such information about the Project as the City may reasonably request for purposes of satisfying any repotting requirements imposed by law on the City. Section 6.3. Limitations on Transfer and Assignment. (1) hxcept as provided in this Section 6.3, the Developer will not sell, assign, convey, lease or transfer in any other mode or manner (collectively, `Transfer") this Agreement, the TIF Note, or the Development Property or the Project, or any interest therein, without the express written approval of the City, which consent will not be unreasonably withheld, conditioned or delayed. The City shall, within 20 days after such a written request for approval of a Transfer, deliver a written statement to the Developer indicating whether the Transfer is approved or specifying the additional conditions to be satisfied. in accordance with Section 6.3(3). The provisions of this Section 6.3 apply to all subsequent Transfers by authorized transferees; (2) The City shall be entitled to require, as conditions to any approval of any Transfer of this Agreement, the Development Property, the Project, or applicable portion thereof, that: (a) Any proposed transferee shall have the qualifications and financial responsibility, as determined by the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer; (b) Any proposed transferee, by instrument in writing satisfactory to the City shall, for itself and its successors and assigns, and expressly for the benefit of the City have..expressly assumed any of the remaining obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject, (c) There shall be submitted to the City for review all instruments and other legal documents involved in effecting transfer, and if approved by City, its approval shall be indicated to the Developer in writing; (d) Any proposed transferee of the TIF Note shall (i) execute and deliver to the City an Investment Letter in a form satisfactory to the City and (ii) surrender the TIF Note to the City either in exchange for a new fully registered note or for transfer of the TIF Note on the registration records for the TIF Note maintained by the City; (e) The Developer and its transferees shall comply with such other conditions as are necessary in order to achieve and safeguard the purposes of the Act, the TIF Act and this Agreement; and (f) In the absence of a specific written agreement by the City to the contrary, no such transfer or approval by the City thereof shall be deemed to relieve the Developer or any other party bound in any way by this Agreement or otherwise 24 LA135-37-690131.v5 with respect to the construction of the Project, from any of its obligations with respect thereto. (3) The Developer agrees to pay all reasonable legal fees and expenses of the City to review the documents submitted to the City in connection with any Transfer. (4) Nothing contained in this Section shall prohibit the Developer from (i) entering into leases with tenants in the ordinary course of business, (ii) entering into easements or other agreements necessary for the operation of the Project, (iii) admitting or removing limited partners or transferring limited partner interests in the Developer or admitting or removing partners in accordance with the applicable oiganizational documents, (iv) removing the general partner of the Developer for cause at the direction of its limited partner(s) (whether one or more, the "Tax Credit Investor") in accordance with the Developer's partneiship agreement and/or in accordance with the Developer's financing documents with the and Ramsey County in connection with the Revenue Bonds and the HOME Loan, respectively. Section 6.4. Conflicts of Interest. No member of the governing body or other official of the City shall have any financial interest, direct or indirect, in this Agreement, the Development Property 01 the Project, or any contract, agreement or other transaction contemplated to occur 01 be undertaken thereunder or with respect thereto, nor shall any such member of the governing body 01 other official participate in any decision relating to this Agreement which affects his or her personal interests 01 the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. No member, official or employee of the City shall be personally liable to the City in the event of any default or breach by the Developer or successor or on any obligations under the terms of this Agreement. Section 6.5. .Titles of Articles and Sections. Any titles of the several parts, articles and sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 6.6. Notes and Demands. hxcept as otherwise expressly provided in this Agreement, a notice, demand or other communication under this Agreement by any party to any other shall be sufficiently given or delivered if it is dispatched by registered or ceitified mail, postage prepaid, return receipt requested, or deliveied personally, and (1) in the case of the Developer is addressed to or delivered personally to: Lauderdale AH I, LLP 579 Selby Avenue St. Paul, Minnesota 55102 Attn: William Bisanz And with a copy to: 25 LA135-37-690131.v5 (2) in the case of the City is addressed to or delivered personally to: City of Lauderdale Attn: Heather Butkowski, City Administrator 1891 Walnut Street Lauderdale, MN 55113 And with a copy to: Kennedy & Graven, Chartered 150 South Fifth Street Suite 700 Minneapolis, MN 55402 Attn: Ronald H. Batty Or at such other address with respect to any such party as that party may, from time to time, designate in writing and forward to the other, as provided in this Section. Section 6.7. No Additional Waiver Implied by One Waiver. If any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 6.8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 6.9. Law Governing. This Agreement will be governed and construed in accordance with the laws of Minnesota. Section 6.10. Term; Termination. Except as provided in the Declaration, and unless this Agreement is terminated earlier_ in accordance with its terms, this Agreement shall terminate on the Final Payment Date. After the Termination Date, if requested by the Developer, the City will provide a termination certificate as to the Developer's obligations hereunder. Section 6.11. Provisions Surviving Recission, Expiration or Termination. Sections 5.5 and 5.6 shall survive any rescission, termination or expiration of this Agreement with respect to or arising out of any event, occurrence or circumstance existing prior to the date thereof. Section 6.12. Superseding Effect. hxcept with regard to the City Approvals, this Agreement reflects the entire agreement of the parties with respect to the development of the Development Property, and supersedes in all 26 LAI35-37-690131.v5 respects all prior agreements of the parties, whether written or otherwise, with respect to the development of the Development Property. Section 6.13. Relationship of Parties. Nothing in this Agreement is intended or shall be construed, to create a partnership or joint venture between the parties hereto, and the rights and remedies of the pasties hereto shall be strictly as set forth in this Agreement. All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City. Section 6.14. Venue. All matters, whether sounding in tort or in contract relating to the validity, construction, performance, or enforcement of this Agreement shall be controlled by and determined in accordance with the laws of the State of Minnesota, and the Developer agrees that all legal actions initiated by the Developer or City with respect to or arising from any provision contained in this Agreement shall be initiated, filed and venued exclusively in the State of Minnesota, Ramsey County, Distiict Court and shall not be removed therefrom to any other federal or state court. 27 LA 1 3 5-3 7-690 1 3 1.v5 THE CITY OF LAUDhRDALFH, B y: Mary Gaasch, Mayor B y: Heather Butkowski, City Administrator -Clerk D ated this day of , 2022 STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of 2022, by Mary Gaasch and Heather Butkowski, the mayor and city administrator -clerk, respectively, of the city of Lauderdale, a Minnesota .municipal corporation, on behalf of the municipal corporation. 28 LA135-37-690131.v5 Notary Public STATE OF MINN COUNTY OF FASOTA ) ) ss. LAUDhRDALK AH I, LLLP, a Minnesota limited liability limited partnership By: Lauderdale AH I, LLC, a Minnesota limited liability company Its: General Partner By: William R. Bisanz Its: President The foregoing instrument was acknowledged before me this day of 2022, by William R. Bisanz, the President of Lauderdale AH I, LLC, a Minnesota limited liability company, as the General Partner of Lauderdale AH I, LLLP, a Minnesota limited liability limited partnership, on behalf of the partnership. 29 LA 13 5-37-690131.v5 Notary Public Parcel 1: EXHIBIT A Legal Description of Property Lots 1 to 6 inclusive, Block 10, Lauderdale's hast Side Addition. Lots 23 to 30 inclusive, Block 10, Lauderdale's Fast Side Addition. Ramsey County, Minnesota Torrens Property Parcel 2: That part of the public alley bordered on the North by Spring Street, on the South by Ione Street, and running parallel to Malvern Street on the West and Eustis Street on the hast, lying between the extensions across it of the South line of Lot 6 and the North line of Lot 1, all in Block 10, Lauderdale's East Side Addition, as vacated by Resolution No. 10979A passed October 9, 1979, filed October 11, 1979, as Document No. 684463. Ramsey County, Minnesota Abstract Property A-1 LA135-37-690131.v5 EXHIBIT B B-1 LA135-37-690131.v5 FiXHIBIT C FORM OF TAXABLE TIF NOTE UNITED STATE OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF LAUDERDALE No. R-1 $810,000 TAXABLE TAX INCREMENT RI-4VhNUK NOTE SFiRIFS 2022A Rate [Lesser of 3.9% or Developer's rate of financing] Date of Original Issue The city of Lauderdale, Minnesota (the "City"), for value received, certifies that it is indebted and hereby promises to pay to Lauderdale AH I, LLP, or registered assigns (the "Owner"), the principal sum of $810,000 and to pay interest thereon at [the lessee of 3.9% or the Developer's rate of financing] per annum, as and to the extent set forth herein. 1. Payments. Principal and interest ("Payments") are estimated to be paid on August 1, 2024, and each February 1 and August 1 thereafter to and including February 1, 2039 ("Payment Dates"), in the amounts and from the sources set forth in Section 3 herein. Payments will be applied first to accrued interest, and then to unpaid principal. Payments are payable by mail to the address of the Owner or any other address as the Owner may designate upon 30 days written notice to the City. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Interest at the rate stated herein will accrue on the unpaid principal, commencing on the date of original issue. Interest will be computed on the basis of a year of 360 days and charged for actual days principal is unpaid. 3. Available Tax Increment. Payments on this Note are payable on each Payment Date in the amount of and solely payable from "Available Tax Increment," which will mean, on each Payment Date 75 percent of the Tax Increment attributable to the Development Property and paid to the City by Ramsey County in the six months preceding the Payment Date, all as the terms are defined in the Purchase and Development Agreement between the City and Owner dated as of , 2022 (the "Agreement"). Available Tax Increment will not include any Tax Increment if, as of any Payment Date, there is an uncured Event of Default by the Owner under the Agreement. 0-1 LA135-37-690131.v5 The City will have no obligation to pay principal of and interest on this Note on each Payment Date from any source other than Available Tax Inclement, and the failure of the City to pay the entire amount of principal or interest on this Note on any Payment Date will not constitute a default hereunder as long as the City pays principal and interest hereon to the extent of Available Tax Increment. The City will have no obligation to pay unpaid balance of principal or accrued interest that may remain after the final Payment on February 1, 2039. 4. Optional Prepayment. The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at any time by the City without premium or penalty. No partial prepayment will affect the amount or timing of any other regular payment otherwise required to be made under this Note. 5. Termination. At the City's option, this Note will terminate and the City's obligation to make any payments under this Note will be discharged upon the occurrence of an Event of Default on the part of the Developer as defined in Section 5.1 of the Agreement, but only if the Event of Default has not been cured in accordance with Section 5.2 of the Agreement. 6. Nature of Obligation. This Note is a single note in the total principal amount of $810,000 issued to aid in financing certain Public Development Costs of a Project undertaken within the Project Area by the City pursuant to Minnesota Statutes, Sections 469.124 through 469.134, as amended, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes Sections 469.174 to 469.179, as amended. This Note is a limited obligation of the City which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note and the interest hereon will not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the City. Neither the State of Minnesota nor any political subdivision thereof will be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota 01 any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. 7 Adjustment of Principal. The principal amount of this Note may be adjusted or the Owner thereof may be iequned to exchange this Note in an adjusted principal amount in accordance with section 3.2 of the Agreement 8. Estimated Tax Increment Payments. Any estimates of Tax Increment prepared by the City 01 its financial advisors in connection with the TIF District or the Agreement are for the benefit of the City, and are not intended as representations on which the Owner may rely. THE CITY MAKb S NO REPRESENTATION OR WARRANTY THAT THE AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THIS NOTE 9. Registration and Transfer. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the City kept for that purpose at the principal office of the City Administrator as Registrar, by the Owner hereof in person or by the Owner's attorney C-2 LA135-37-690131.v5 duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the City, duly executed by the Owner Upon the transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the City with respect to the transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, beating interest at the same rate and maturing on the same dates. This Note will not be transferred to any person other than an affiliate, or other related entity, of the Owner unless the City has been provided with an investment letter in a form substantially similar to the investment letter submitted by the Owner or a certificate of the transferor, in a form satisfactory to the City, that the transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws Notwithstanding the foregoing, Ownei may grant, pledge and assign to its lender, to secure full payment and performance of its obligations under the loan, all of Owner's right, title and interest in and to this Note. IT IS HFiREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the City according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. IN WITNIHSS WHEREOF, the city council of the city of Lauderdale, Minnesota, has caused this Note to be executed with the manual signature of its City Administrator, all as of the Date of Original Issue specified above. of the Date CITY OF LAUDERDALE City Administrator REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register City Administrator of the city of Lauderdale, in the name of the person last listed below. of Registration 202 LA135-37-690131.v5 Signature of Lauderdale city Registered Owner Administrator Lauderdale AH I, LLP 579 Selby Avenue St. Paul, MN 55102 Federal Tax ID # C-3 EXHIBIT D FORM OF CERTIFICATF OF COMPLETION OF PROJECT WHEREAS, the city of Lauderdale, a municipal corporation under the laws of Minnesota (the "City '), and Lauderdale AH I, LLP, a limited liability partnership under the laws of the state of Minnesota (the "Developer"), have entered into a certain Purchase and Development Agreement (the "Agreement") dated the day of , 2022, and recorded in the office of the County Recorder in Ramsey County, Minnesota, as Document No. and in the office of the Registrar of Titles in Ramsey County, Minnesota as Document No. , which Agreement contained certain covenants and restrictions regarding completion of the Project, as defined in the Agreement, and WHEREAS, the Developer has performed said covenants and conditions in a manner deemed sufficient by the City to permit the execution and recording of this certification. NOW, THEREFORE this is to certify that all construction of the Project specified to be done and made by the Developer has been completed and the covenants and conditions in the Agreement have been performed by the Developer, and the County Recorder and Registrar of Titles in Ramsey County, Minnesota, are hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the satisfactory termination of the covenants and conditions relating to completion of the Project and the expiration of certain obligations contained in .the .Agreement to the extent expressly provided for therein. Unless otherwise expressly provided in the Agreement, Developer shall be deemed to have satisfied its obligations under the Agreement. Dated: CITY OF LAUDERDALE STATE, OF MINNESOTA COUNTY OF ) ss. By By , Mayor City Administrator The foregoing instrument as acknowledged before me this day of , 202_, by and , the Mayor and City Administrator, respectively, of the of the city of Lauderdale, a municipal corporation under the laws of Minnesota, on behalf of the City. Notary Public D-1 LA135-37-690131.v5 EXHIBIT E FORM OF DECLARATION OF RESTRICTIVE COVENANTS THIS DECLARATION OF RESTRICTIVE COVENANTS, dated this day of , 202_ (the ` Declaration"), by Lauderdale AH I, LLP, a Minnesota limited liability partnership (the "Developer '), is given for the benefit of the City of Lauderdale, a municipal corporation under the laws of Minnesota (the "City"). RECITALS WHEREAS, the City and the Developer entered into that certain Purchase and Development, dated , 2022, (the "Agreement"); and WHEREAS, pursuant to the Agreement, the Developer is obligated to cause construction of a 114 -unit affordable senior multifamily housing project (the "Project') to be located on the property described in Exhibit A attached hereto (the ` Development Pioperty"), and to cause compliance with certain affordability covenants described in Section 3.16 of the Agreement; and WHEREAS, Section 3.16 of the Agreement requires that the Developer cause to be executed an instrument in recordable form substantially reflecting the covenants set forth in that section of the Agreement; and WHEREAS, the Developer intends, declares, and covenants that the restrictive covenants set forth herein will be and are covenants running with the Development Property for the term described herein and binding upon all. subsequent owners of the Development Pioperty for the term described herein, and are not merely personal covenants of the Developer; and WHEREAS, capitalized terms in this Declaration have the meaning provided in the Agreement unless otherwise defined herein NOW, THEREFORE, in consideration of the promises and covenants hereinafter set forth, and of other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Developer agrees as follows:_ 1. Term of Restrictions. (a) Occupancy and Rental Restiictions. The term of the Occupancy Restrictions set forth in Section 3 of this Declaration will commence on the date a permanent certificate of occupancy is received from the City foi all Rental Housing Units on the Development Property and continue through the Declaration Teimination Date defined below (the "Qualified Pioject Peiiod"). (b) Termination of Declaration. This Declaration shall terminate on the earliest of (i) the date the TIF District is terminated in accordance with the TIF Act, (ii) the date the Note is paid h-1 LA 13 5-37-690131.v5 in full; or (iii) the date this Agreement or the TIF Note is cancelled in accordance with the terms hereof. In addition, in the event of foreclosure or transfer of title by deed in lieu of foreclosure, upon completion of the foreclosure and expiration of the applicable mortgagee redemption period, or recording of a deed in lieu of foreclosure, any mortgagee (or any assignee of the mortgagee) or any purchasers at or after foreclosure thereof, by the successful bidder at the sale, to the title to the Development Property, may teiminate this Declaration, by pioviding written notice to the City and by filing a termination document in the applicable real property records in Ramsey County, and thereafter this Declaration shall be of no further force and effect; provided, however, that the preceding provisions of this sentence shall cease to apply and the restrictions contained heiein shall be reinstated if, at any time subsequent to the termination of this Declaration as the result of the foreclosure, or the delivery of a deed in lieu of foreclosure, or a similar event, the Developer or any related person (within the meaning of Section 1 103-10(e) of the Treasury Regulations) obtains an ownership interest in the Project for federal income tax purposes. Each of the events set forth in the first two paragraphs of this Section 1(b) are referred to individually and collectively heiein as the ` Declaration Termination Date." The City will terminate the Note if this Declaration is terminated prior to full payment of the Note. (c) Removal from Real Estate Records. After the Declaration Termination Date of this Declaration, the City will, upon request by the Developei or its assigns, file any document appropriate to remove this Declaration from the real estate records of Ramsey County, Minnesota. 2. Project Restrictions. (a) The Developer represents, warrants, and covenants that: (i) All leases of Rental Housing Units to Qualifying Tenants (as defined in Section 3(a) hereof) will contain clauses, among others, wherein each individual lessee: (1) Certifies the accuracy of the statements made in its application and Eligibility Certification (as defined in Section 3(b) hereof); and (2) Agrees that the family income at the time the lease is executed will be deemed a substantial and material obligation of the lessee's tenancy; that the lessee will comply promptly with all requests for income and other information relevant to determining low or moderate income status from the Developer or the City, and that the lessee s failure or refusal to comply with a request for information with respect thereto will be deemed a violation of a substantial obligation of the lessee's tenancy. (ii) The gross rent for all Rental Housing Units for Qualifying Tenants shall not exceed 30 percent of the imputed income limitation applicable to such unit. E-2 LA 1 3 5-3 7-690 1 3 1.v5 (b) The Developer will permit any duly authorized representative of the City to inspect the books and records of the Developer pertaining to the income of Qualifying Tenants residing in the Project. 3. Occupancy Restrictions. The Developer represents, warrants, and covenants that: (a) Qualifying Tenants. Throughout the Qualified Project Period, (i) all of the Rental Housing Units shall be administered in accordance with 42 USC Section 3607(b) and Minnesota Statutes, Section 363A.21, subdivision 2; and (ii) at least percent of the Rental Housing Units shall be occupied (or treated as occupied as provided herein) or held vacant and available for occupancy by Qualifying Tenants. "Qualifying Tenants" means those persons and families who are determined from time to time by the Developer to have combined adjusted income that does not exceed percent of the median income for the standard metropolitan statistical area which includes Lauderdale, Minnesota, as that figure is determined and announced from time to time by HUD, as adjusted foi family size (the "Median Income") for the applicable calendar year. For puiposes of this definition, the occupants of a Rental Housing Unit will not be deemed to be Qualifying Tenants if all the occupants of such Rental Housing Unit at any time aie ` students," as defined in Section 152(f)(2) of the Internal Revenue Code of 1986, as amended (the `Code"), not entitled to an exemption undei the Code. The determination of whether an individual or family is of low or moderate income will be made at the time the tenancy commences and on an ongoing basis thereafter, determined at least annually. If during their tenancy a Qualifying Tenant's income exceeds 140% of the Median Income, the next available Rental Housing Unit (determined in accordance with the Code and applicable regulations) (the ` Next Available Unit Rule") must be leased to a Qualifying Tenant or held vacant and available for occupancy by a Qualifying Tenant. If the Next Available Unit Rule is violated, the Rental Housing Unit will not continue to be treated as a Qualifying Unit. (b) Certification of Tenant hligibility. As a condition to initial and continuing occupancy, each person who is intended to be a Qualifying Tenant will be iequired annually to sign and deliver to the Developer a Certification of Tenant Eligibility substantially in the form attached as Exhibit B hereto, or in any other form as may be approved by the City (the "Eligibility Certification"), in which the prospective Qualifying Tenant certifies as to having a qualifying low or moderate income. The Qualifying Tenant will be required to provide whatever other information, documents, or certifications are deemed necessary by the City to substantiate the Eligibility Ceitification, on an ongoing annual basis, and to verify that the tenant continues to be a Qualifying Tenant within the meaning of Section 3(a) hereof. Eligibility Certifications will be. maintained for the duration of the Qualified Project Period on file by the Developer with respect to each Qualifying Tenant who resides in a Rental Housing Unit or resided therein during the Qualified Project Period. (c) Lease. The form of lease to be utilized by the Developer in renting any Rental Housing Units in the Project to any person who is intended to be a Qualifying Tenant will provide for termination of the lease and consent by the person to immediate eviction for failure to qualify as a Qualifying Tenant as a result of any material misrepresentation made by the person with respect to the Eligibility Ceitification. The Developer covenants and agrees that during the Qualified Pioject Period it will not increase the rent charged to any tenant of a Rental Housing E-3 LA135-37-690131.v5 Unit within the Project during such tenant's lease term and, at any rate, will not increase the rent charged to any tenant more than once in any 6 -month period. (d) Annual Report. The Developer covenants and agrees that during the term of this Declaration, it will prepare and submit to the City on or before July 1 of each year, a certificate substantially in the form of Exhibit C attached hereto, executed by the Developer, (a) identifying the tenancies and the dates of occupancy (or vacancy) for all Qualifying Tenants in the Project, including the number and percentage of the Rental Housing Units of the Project which were occupied by Qualifying Tenants (or held vacant and available for occupancy by Qualifying Tenants) at all times during the yea. preceding the date of the certificate; (b) describing all tiansfers or other changes in ownership of the Project or any interest therein; and (c) stating, that to the best knowledge of the person executing the certificate after due inquiry, all the Rental Housing Units were rented or available for rental on a continuous basis during the year to members of the general public and that the Developer was not otherwise in default under this Declaration during the year. (e) Notice of Non -Compliance. The Developer will immediately notify the City if at any time during the term of this Declaration fewer than percent of the Rental Housing Units in the Project are occupied 01 available for occupancy as required by the terms of this Declaration 4. Transfer Restrictions. The Developer covenants and agrees that the Developer will cause or require as a condition precedent to any conveyance, transfer, assignment, or any other disposition of the Project prior to the termination of the Occupancy Restrictions provided herein (the "Transfer") that the transferee of the Project pursuant to the Transfer assume in writing, in a form acceptable to the City, all duties and obligations of the Developer under this Declaration, including this Section 4, in the event of a subsequent Transfer by the transferee prior to expiration of the Rental Restrictions and Occupancy Restrictions provided herein (the ` Assumption Agreement"). The Developer will .deliver the Assumption Agreement to the City prior to the Transfer. 5. Enforcement. (a) The Developer will permit, during normal business hours and upon reasonable notice, any duly authorized representative of the City to inspect any books and records of the Developer regarding the Project with respect to the incomes of Qualifying Tenants. (b) The Developer will submit any other information, documents or certifications requested by the City which the City deems reasonably necessary to substantiate the Developer's continuing compliance with the provisions specified in this Declaration. (c) The Developer acknowledges that the primary purpose for requiring compliance by the Developer with the restrictions piovided in this Declaration is to ensure compliance of the property with the housing affordability covenants set forth in Section 3.16 of the Agreement, and by reason thereof, the Developer in consideration for assistance provided by the City under the Agreement that makes possible the construction of the Project (as defined in the Agreement) on the Development Pioperty, hereby agrees and consents that the City will be entitled, for any breach of the provisions of this Declaration, and in addition to all other remedies piovided by law or in E-4 LA135-37-690131.v5 equity, to enforce specific performance by the Developer of its obligations under this Declaration in a state court of competentjurisdiction. The Developer hereby further specifically acknowledges that the City cannot be adequately compensated by monetary damages in the event of any default hereunder. (d) The Developer understands and acknowledges that, in addition to any remedy set forth herein for failure to comply with the restrictions set forth in this Declaration, the City may exercise any remedy available to it under Article V of the Agreement. 6. Indemnification The Developer hereby indemnifies, and agrees to defend and hold harmless, the City from and against all liabilities, losses, damages, costs, expenses (including attorneys' fees and expenses), causes of action, suits, allegations, claims, demands, and judgments of any nature arising from the consequences of a legal or administrative proceeding or action brought against them, or any of them, on account of any failure by the Developer to comply with the terms of this Declaration, 01 on account of any. representation or warranty of the Developer contained herein being untrue. 7. Agent of the City. The City will have the right to appoint an agent to carry out any of its duties and obligations hereunder, and will inform the Developer of any agency appointment by written notice. 8. Severability. The invalidity of any clause, part or provision of this Declaration will not affect the validity of the remaining portions thereof. 9. Notices. All notices to be given pursuant to this Declaration must be in writing and will be deemed given when mailed by certified or registered marl, return receipt requested, to the parties hereto at the addresses set forth below, or to any other place as a party may from time to time designate in writing. The Developer and the City may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, or other communications are sent. The initial addresses for notices and other communications are as follows: (1) in the case of the Developer is addressed to or delivered personally to: Lauderdale AH I, LLP 579 Selby Avenue St. Paul, Minnesota 55102 Attn: William Bisanz And with a copy to: I-4 -5 LA 135-37-690131.v5 (2) in the case of the City is addressed to or delivered personally to: City of Laudei dale Attn: Heather Butkowski, City Administrator 1891 Walnut Street Lauderdale, MIS 55113 And with a copy to: Kennedy & Graven, Chartered 150 South Fifth Street Suite 700 Minneapolis, MN 55402 Attn: Ronald H. Batty. 10. Governing Law. This Declaration is governed by the laws of the State of Minnesota and, where applicable, the laws of the United States of America. 11. Attorneys' Fees. In case any action at law or in equity, including an action for declaratory relief, is brought against the Developer to enforce the provisions of this Declaration, the Developer agrees to pay the reasonable attorneys' fees and other reasonable expenses paid or incurred by the City in connection with the action. 12. Declaration Binding. This Declaration and the covenants contained herein will run with the Development Property and will bind the Developer and its successors and assigns and all subsequent owners of the.. Development Propeity 01 any interest therein, and the benefits will inure to the City and its successors and assigns until the Declaration Teimination Date of this Declaration as provided in Section 1(b) hereof. E-6 LA135-37-690131.v5 IN WITNESS WHEREOF, the Developer has caused this Declaration of Restrictive Covenants to be signed by its respective duly authorized representatives, as of the day and year first written above. STATE OF MINNESOTA COUNTY OF ) ss. LAUDERDALE AH I, LLLP, a Minnesota limited liability limited partnership By: Lauderdale AH I, LLC, a Minnesota limited liability company Its: General Partner By: William R. Bisanz Its: President The foregoing instrument was acknowledged before me this day of 2022, by William R. Bisanz, the President of Lauderdale AH I, LLC, a Minnesota limited liability company, as the General. Partnei of Lauderdale AH I, LLLP, a Minnesota limited liability limited partnership, on behalf of the partnership. THIS INSTRUMENT WAS DRAFTbD BY: Kennedy & Gi aven, Chartered (RHB) 150 South Fifth Street Suite 700 Minneapolis, MN 55402 (612) 337-9300 E-7 LA 135-37-690131.v5 Notary Public This Declaration is acknowledged and consented to by: TM CITY OF LAUDERDALE By: Mary Gaasch, Mayor By: Heather Butkowski, City Administrator -Clerk Dated this day of , 2022 STATE OF MINNESOTA ) ) ss. COUNTY OF HENNI-tPIN ) The foregoing instrument was acknowledged before me this day of 2022, by Mary Gaasch and Heather Butkowski, the mayor and city administrator -clerk, respectively, of the city of Lauderdale, a Minnesota municipal corporation, on behalf of the municipal corporation LA135-37-690131,v5 -8 Notary Public Exhibit A to Declaration of Restrictive Covenants Description The land subject to the foregoing Restrictive Covenants is legally described as follows: Parcel 1: Lots 1 to 6 inclusive, Block 10, Lauderdale's Fast Side Addition. Lots 23 to 30 inclusive, Block 10, Lauderdale's Hast Side Addition Ramsey County, Minnesota Torrens Property Parcel 2: That part of the public alley bordered on the North by Spring Street, on the South by Ione Street, and running parallel to Malvern Street on the West and Eustis Street on the hast, lying between the extensions across it of the South line of Lot 6 and the. North line of Lot 1, all in Block 10, Lauderdale's East Side Addition, as vacated by Resolution No. 10979A passed October 9, 1979, filed October 11, 1979, as Document No. 684463. Ramsey County, Minnesota Abstract Property h -A-1 LA 1 3 5-3 7-690 1 3 1.v5 Exhibit B to Declaration of Restrictive Covenants Certification of Tenant Eligibility TENANT INCOME CERTIFICATION Initial Certification ❑ Recertification • Other Effective Date: Move -in Date: (MM/DD/YY): PART I. DEVELOPMENT DATA Property Name: Address: Apartments 1795 Eustis Street, Lauderdale, Minnesota County: Ramsey Unit Number: BIN #: # Bedrooms. PART II. HOUSEHOLD COMPOSITION HH Br # Last Name First Name & Middle Initial Relationship to Head of Household Date of Birth (MM/DD/YY) F/T Student (Y or N) Social Security or Alien Reg. No. 1 HEAD 2 3 TOTAL $ $ 4 $ Add totals from (A) through (D) above TOTAL INCOMF (E): $ 5 6 PART III. GROSS ANNUAL INCOME (USE ANNUAL AMOUNTS) HH Br # (A) Employment or Wages (B) Soc. Security / Pensions (C) Public Assistance (D) Othei Income TOTAL $ $ $ $ Add totals from (A) through (D) above TOTAL INCOMF (E): $ h -B-1 LA 135-37-690131.v5 PART IV. INCOME FROM ASSETS HH Mbr# (F) Type of Asset (G) C/I (H) Cash Value of Asset (I) Annual Income from Asset TOTALS: $ $ Enter Column if over $5,000 (H) Total Passbook $ x 2.00 % Rate _ (J) Imputed Income TOTAL INCOME FROM ASSETS (K) $ greater of the total column I, or J: imputed income $ Enter the (L) Total Annual Household Income from all souices [Add (E) + (K)] $ HOUSEHOLD CERTIFICATION & SIGNATURES The information on this form will be used to determine maximum income eligibility. I/we have provided foi each person(s) set forth in Pait II acceptable verification of current anticipated annual income. I/we agree to notify the landlord immediately upon any member of the household moving out of the unit or any new member moving in. I/we agree to notify the landlord immediately upon any member becoming a full-time student. Under penalties of perjury, I/we certify that the information presented in this Certification is true and accurate to the best of my/our knowledge and belief. The undersigned further understands that providing false representations herein constitutes an act of fraud. False, misleading or incomplete information may result in the termination of the lease agreement. Signature Signature (Date) (Date) Signature Signature (Date) (Date) PART V. DETERMINATION OF INCOME ELIGIBILITY TOTAL ANNUAL HOUSEHOLD INCOME FROM ALL SOURCES Froin Item (L) on page 1 Current Income Limit per Family Size: $ Household Income at Move -in Household Meets Income Restriction at: C 60% ❑ 50% ❑ 40% • 30% $ fl % RECERTIFICATION ONLY: Current Income Limit x 140% Household income exceeds 140% at recertification: C Yes ❑ No Household Size at Move -in: Ern -2 LA135-37-690131.v5 PART VI. RENT Not Applicable PART VII. STUDENT STATUS ARE ALL OCCUPANTS FULL-TIME If yes enter student explanation** STUDENTS? • yes ❑ no (also attach documentation) Enter 1-4 Student explanation: 1. TANF assistance 2. Job ti aining pi ogram 3. Single parent/dependent child 4. Mari ied/joint return* *Exception for married/joint return is the only exception available for units necessary to qualify tax-exempt bonds. PART VIII. PROGRAM TYPE Mark the program(s) listed below (a. through e.) for which this household's unit .will be counted toward the property's occupancy requirements Under each piogiam marked, indicate the household's income status as established by this certification/recertification a. Tax Credit ❑ b. HOME E c. Tax Exempt • d. AHDP ❑ e. See Part V above. Income Status Income Status < 50% AMGI n 50% AMGI ❑ < 60% AMGI C. 60% AMGI ❑ < 80% AMGI a 80% AMGI < OI** ❑ 0I** ■ • (Name of Program) Income Status Income Status ■ < 50% AMGI ❑ < 80% AMGI n < OI** ❑ < OI ** • ** Upon recertification, household was determined over income (OI) according to eligibility requirements of the program(s) marked above. SIGNATURE OF OWNER / REPRESENTATIVE Based on the representations herein and upon the proofs and documentation required to be submitted, the individual(s) named in Part II of this Tenant Income Certification is/are eligible under the provisions of Section 42 of the Internal Revenue Code, as amended, and the Regulatory Agreement (if applicable), to live in a unit in this Project. SIGNATURF OF OWNER / REPRESENTATIVE DATE h -B-3 LA135-37-690131.v5 INSTRUCTIONS FOR COMPLETING TENANT INCOME CERTIFICATION This form is to be completed by the owner or an authorized representative. Part I - Development Data Check the appropriate box for Initial Certification (move -in), Recertification (annual recertification), or Other. If Other, designate the purpose of the recertification (i.e., a unit transfer, a change in household composition, or other state -required recertification). Move -in Date Enter the date the tenant has or will take occupancy of the unit. Effective Date Enter the effective date of the certification. For move -in, this should be the move -in date. For annual recertification, this effective date should be no later than one year from the effective date of the previous (ie)certification. Property Name tinter the name of the development. County BIN Enter the county (or equivalent) in which the building is located. tinter the Building Identification Number (BIN) assigned to the building (from IRS Foim 8609). Address Enter the street address. Unit Number hnter the unit number. # Bedrooms Enter the number of bedrooms in the unit. Part II - Household Composition List all occupants of the unit. State each household member's relationship to the head of the household by using one of the following coded definitions: H Head of household S Spouse A Adult co -tenant 0 Other family member C Child F Foster child L Live-in caretaker N None of the above Enter the date of birth, student status, and Social Security number or alien registration number for each occupant. If there are more than seven occupants, use an additional sheet of paper to list the remaining household members and attach it to the certification. h -B-4 LA 13 5-37-690131.v5 Part III — Annual Income See HUD Handbook 4350.3 for complete instructions on verifying and calculating income, including acceptable forms of verification. From the third party verification forms obtained from each income source, enter the gross amount anticipated to be received for the 12 months from the effective date of the (re)certification. Complete a separate line for each income -earning member List the respective household member number from Part II. Column (A) Column (B) Column (C) Column (D) Row (h) Enter the annual amount of wages, salaries, tips, commissions, bonuses, and other income from employment; distributed profits and/or net income from a business. Fnter the annual amount of Social Security, Supplemental Security Income, pensions, military retirement, etc. > nter the annual amount of income received from public assistance (i.e., TANF, general assistance, disability, etc.) Enter the annual amount of alimony, child support, unemployment benefits, or any other income regularly received by the household Add the totals from columns (A) through (D) above. Enter this amount. Part IV — Income from Assets See HUD Handbook 4350.3 for complete instructions on verifying and calculating income from assets, including acceptable forms of verification. From the third party verification forms obtained from each asset source list the gross amount anticipated to be received during the 12 months from the effective date of the certification List the respective household member number from Part II and complete a separate line for each member. Column (F) Column (G) Column (H) Column (I) LA 135-37-690131.v5 List the type of asset (i.e., checking account, savings account, etc.) Enter C (foi current, if the family currently owns or holds the asset), or I (for imputed, if the family has disposed of the asset for less than fair market value within two years of the effective date of (re)certification). Enter the cash value of the respective asset. Enter the anticipated annual income from the asset (i.e., savings account balance multiplied by the annual interest rate). E -B-5 TOTALS Add the total of Column (H) and Column (I), respectively. If the total in Column (H) is greater than $5 000, you must do an imputed calculation of asset income. Enter the Total Cash Value, multiply by 2% and enter the amount in (J), Imputed Income. Row (K) 1-1;nter the Greater of the total in Column (I) or (J) Row (L) Total Annual Household Income from All Sources Add (E) and (K) and entei the total E -B-6 LA135-37-690131.v5 Date: Exhibit C to Declaration of Restrictive Covenants Certificate of Continuing Piograln Compliance The following information with respect to the Project located at 1795 hustis Street, Lauderdale , Minnesota (the "Project"), is being provided by Lauderdale AH I, LLP (the "Owner") to the city of Lauderdale, Minnesota (the "City"), pursuant to that certain Declamation of Restiictive Covenants, dated the day of , 202_ (the "Declaration"), with respect to the Prod ect: (A) The total number of Rental Housing Units which are available for occupancy is 114. The total number of these units occupied is (B) The following Rental Housing Units (identified by unit number) are currently occupied by "Qualifying Tenants" as the term is defined in the Declaration: One bedroom Two bedroom Three bedroom (C) The following Rental Housing Units which are included in (B) above, have been re -designated as Rental Housing Units for Qualifying Tenants since 20 , the date on which the last "Certificate of Continuing Program Compliance" was filed with the City by the Owner: Unit Number LA135-37-690131.v5 Previous Designation of Unit (if any) N; C-1 Replacing Unit Number (D) The following Rental Housing Units are considered to be occupied by "Qualifying Tenants", as the teim is defined in the Declaration based on the information set forth below: [expand to cover 99 units for Qualifying Tenants] (h) The Ownei has obtained a "Certification of Tenant Eligibility," in the form provided as Exhibit B to the Declaration, fiom each Tenant named in (D) above, and each such Ceitificate is being maintained by the Owner in its records with respect to the Pioject. Attached hereto is the most recent "Certification of Tenant Fhgibility' for each Tenant named E -C-2 LA 135-37-690131.v5 Unit Number Last Name of Number of Persons Residing in the Unit Number of Bedrooms Total Adjusted Gross Income Date of Initial Occupancy Age Date Vacated and Held for Qualifying Tenants, if Applicable Tenant 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 [expand to cover 99 units for Qualifying Tenants] (h) The Ownei has obtained a "Certification of Tenant Eligibility," in the form provided as Exhibit B to the Declaration, fiom each Tenant named in (D) above, and each such Ceitificate is being maintained by the Owner in its records with respect to the Pioject. Attached hereto is the most recent "Certification of Tenant Fhgibility' for each Tenant named E -C-2 LA 135-37-690131.v5 in (D) above who signed such a Certification since , 20 , the date on which the last "Certificate of Continuing Program Compliance" was filed with the City by the Owner. (F) In renting the Rental Housing Units in the Project, the Owner has not given preference to any particular group or class of persons (except for persons who qualify as Qualifying Tenants and persons meeting the minimum age restrictions); and none of the units listed in (D) above has been rented for occupancy entirely by students, no one of which is entitled to file a Joint return for federal income tax purposes. All of the Rental Housing Units in the Project have been rented pursuant to a written lease, and the teim of each lease is at least 12 months. (G) The information provided in this "Certificate of Continuing Program Compliance" is accurate and complete, and no matters have come to the attention of the Owner which would indicate that any of the information provided herein, or in any "Certification of Tenant 1H ligibility" obtained from the Tenants named herein, is inaccurate or incomplete in any respect. (H) The Project is in continuing compliance with the Declaration. (I) The Owner certifies that as of the date hereof at least percent of the residential dwelling units in the Pioject are occupied or held open for occupancy by Qualifying Tenants, as defined and provided in the Declaration. (J) The Project is in continuing compliance with the Declaration. IN WITNhSS WHEREOF, I have hereunto affixed my signature, on behalf of the Owner, on ,20• LA135-37-690131.v5 LAUDERDALE All I, LLP By: Its: h -C-3 Deed Tax Due: $ ECRV: Date: EXHIBIT F FORM OF QUIT CLAIM DEED FOR VALUABLE CONSIDERATION the city of Lauderdale, a municipal corporation under the laws of Minnesota ("Grantor"), hereby conveys and quitclaims to Lauderdale AH I, LLP, a limited liability partnership under the laws of the state of Minnesota (` Giantee") real pioperty in Ramsey County, Minnesota, described as follows (hereinafter referred to as the "Property"): See Exhibit A To have and to hold the same, together with all the hereditaments and appurtenances thereunto belonging in anyway appertaining, to the said Grantee, its successors and assigns, forever, Provided: It is understood and agreed that this Deed is subject to the covenants, conditions, restrictions and provisions of that certain agreement entered into between the Grantor and Grantee on the day of , 2022, identified as "Purchase and Development Agreement" (hereafter referred to as the "Agreement") and that Grantor retains the rights set forth in said Agreement. It is intended and agreed that the above and foregoing agreements and covenants shall be covenants running with the land, and that they shall, in any event, and without regard to technical classification or designation legal 01 otherwise, and except only as otherwise specifically provided in this Deed, be binding, to the fullest extent permitted by law and equity for the benefit and in favor of, and enforceable by, the Grantor its successors and assigns, and any successor in interest to the Property, 01 any part thereof against the Grantee, its successors and assigns, and every successor in interest to the Property, or any part thereof or any interest therein, and any pal ty in possession or occupancy of the Property or any part thereof. In amplification, and not in restriction of the provisions of the preceding section, it is intended and agreed that the Grantor and its successors and assigns shall be deemed beneficiaries of the agreements and covenants provided herein, both for and in theii own right, and also for the purposes of protecting the interest of the community and the other pasties, public 01 private in whose favor or for whose benefit these agreements and covenants have been provided. Such agreements and covenants shall run in favor of the Grantor without regard to whether the Grantor has at any time been, remains, or is an owner of any land 01 interest therein to, or in favoi of, which such agreements and covenants relate. The Grantor shall have the right in the event of any bleach of any such agreement or covenant to exercise all the rights and remedies, and to maintain any actions or suits at F-1 LA 135-37-690131.v5 law or in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant, to which it or any other beneficiaries of such agreement or covenant may be entitled. This Deed is also given subject to: (a) The ordinances and building and zoning laws of the city of Lauderdale and State and federal laws and regulations in so far as they affect this real estate; (b) Restrictions relating to use or improvement of the premises as contained in any applicable redevelopment plan; (c) Terms and conditions of any land use approvals granted by the City of Lauderdale regarding the Project; (d) Reservation of any minerals or mineral rights to the State of Minnesota; (e) basements of record; (f) Any restrictive covenants or other encumbrances applicable to the Property; and (g) Taxes payable subsequent to the date of this conveyance and to all special assessments and installments thereof payable subsequent to the date of this conveyance. ***Signature Page Follows*** F-2 LA135-37-690131.v5 C?f The Seller certifies that the Seller does not know of any wells on the described real property. ❑ A well disclosure certificate accompanies this document or has been electronically filed. (If electronically filed, insert WDC number: ). ❑ I am familiar with the property described in this instrument and I certify that the status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate. By Heather Butkowski, City Administrator STATE OF MINNESOTA ) ) ss. COUNTY OF ) CITY OF LAUDERDALE By Mary Gaasch, Mayor The foregoing instrument as acknowledged before me this day of , 2022, by Mary Gaasch and Heather Butkowski, the Mayor and City Administrator, respectively of the of the city of Lauderdale, a municipal corporation under the laws of Minnesota, on behalf of the City. Notary Public This instrument was drafted by: Tax Statements should be sent to: Lauderdale AH I, LLP Kennedy & Graven, Chartered 150 South Fifth Street Suite 700 Minneapolis, MN 55402 (612) 337-9300 LA135-37-690131.v5 F-3 Parcel 1: EXHIBIT A Legal Description Lots 1 to 6 inclusive, Block 10, Lauderdale's hast Side Addition. Lots 23 to 30 inclusive, Block 10, Lauderdale's East Side Addition. Ramsey County, Minnesota Torrens Property Parcel 2: That part of the public alley bordered on the North by Spring Street, on the South by Ione Street, and running parallel to Malvern Street on the West and Eustis Street on the East, lying between the extensions across it of the South line of Lot 6 and the North line of Lot 1, all in Block 10, Lauderdale's East Side Addition, as vacated by Resolution No. 10979A passed October 9, 1979, filed October 11, 1979, as Document No. 684463. Ramsey County, Minnesota Abstract Property F -A-1 LA135-37-690131.v5 -tXHIBIT G FORM OF MINIMUM ASSESSMENT AGREEMENT THIS MINIMUM ASSESSMENT AGREEMENT (the "Assessment Agreement') is made and dated as of this day of , 2022, by and between the city of Lauderdale, a municipal corporation under the laws of Minnesota (the "City '), and Lauderdale AH I, LLP, a Minnesota limited liability paitneiship (the `Developer"). WI I'NESSETH: WHEREAS, the Developer is the fee owner of the property legally described on Exhibit A attached hereto (the "Development Property"), which property contains the Project described herein; and WHEREAS, on or before the date hereof, the City and the Developer have entered into a Puichase and Development Agreement (the "Agreement') concerning the Development Property; and WHEREAS, pursuant to the Agreement, the Developer has agreed to construct an approximately 114 -unit affordable senior multi -family rental housing project (the "Project") on the Development Property; and WHEREAS, the City and the Developer desire to establish a minimum market value for the Development Property and the Project to be constructed thereon, pursuant to Minnesota Statutes, section 469.177, Subd. 8 attached as Exhibit B; and WHEREAS, the Assessor for Ramsey County, Minnesota has reviewed the Plans for the Project which the Developer has agreed to construct on the Development Property pursuant to the Agi eement. NOW, THEREFORE, the parties to this Assessment Agreement, in consideration of the promises, covenants and agreements made herein and in the Agreement by each to the other, do hereby agree as follows: 1. The parties agiee that the Minimum Market Value of the Project and Development Property shall be $19,950,000 as of January 2, 2024 for taxes payable beginning in 2025, notwithstanding any failure to complete construction of the Project by such date. 2. The Minimum Market Value herein established shall be of no further force and effect and this Assessment Agreement shall terminate on the Termination Date. The Termination Date has the meaning given to the term in the Agreement. 0-1 LA135-37-690131.v5 3. Upon the occurrence of the Termination Date, the parties agree to execute and record a document terminating this Assessment Agreement and providing for the release of any minimum assessment. 4. This Assessment Agreement shall be promptly recorded against the Development Property with a copy of Minnesota Statutes, section 469.177, Subd. 8 set forth in ti,xhibit B attached hereto. 5. Neither the preambles nor the provisions of this Assessment Agreement are intended to, nor shall they be construed as, modifying the terms of the Agreement. Unless the context indicates clearly to the contrary the terms used in this Assessment Agreement shall have the same meaning as the terms used in the Agreement. 6. This Assessment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 7. Each of the parties represents and warrants that it has authority to enter into this Assessment Agreement and to take all actions required of it and has taken all actions necessary to authorize the execution and delivery of this Assessment Agreement. 8. In the event any provision of this Assessment 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. 9. The parties hereto agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements, amendments and modifications hereto, and such further instruments as may reasonably be required for correcting any inadequate, incorrect, or amended description of the Development Property, or for carrying out the expressed intention of this Assessment Agreement. 10. This Assessment Agreement may not be amended nor any of its terms modified except by a writing authorized and executed by all parties hereto. 11. This Assessment 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. 12. This Assessment Agreement shall be governed by and construed in accordance with the laws of Minnesota. * * * * * * * * * * * * G-2 LA135-37-690131.v5 By: By: STATE OF MINNESOTA ) ) ss. COUNTY OF ) CITY OF LAUDERDALE Mary Gaasch, Mayor Heather Butkowski, City Administrator The foregoing instiument as acknowledged before me this day of 2022, by Mary Gaasch and Heather Butkowski, the Mayor and City Administrator, respectively, of the City of Lauderdale, a municipal coipoiation under the laws of Minnesota, on behalf of the City. G-3 LA 1 3 5-3 7-690 1 3 1.v5 Notary Public LAUDI RDALb AH I, LLLP, a Minnesota limited hability limited paitnership By: Lauderdale AH I, LLC, a Minnesota limited liability company Its: General Partner By: William R. Bisanz Its: President STATE; OF MINNESOTA ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2022, by William R. Bisanz, the President of Lauderdale AH I, LLC, a Minnesota limited liability company, as the General Partner of Lauderdale AH I, LLLP, a Minnesota limited liability limited partnership, on behalf of the partnership. This instrument was dialled by: Kennedy & Giaven, Chaitered (RHB) 150 South Fifth Street Suite 700 Minneapolis, MN 55402 (612) 337-9300 0-4 LA135-37-690131.v5 Notary Public Parcel 1: EXHIBIT A TO ASSESSMENT AGREhMFNT Legal Description of Development Property Lots 1 to 6 inclusive, Block 10, Lauderdale's F ast Side Addition. Lots 23 to 30 inclusive, Block 10, Lauderdale's Fast Side Addition. Ramsey County, Minnesota Torrens Property Parcel 2: That part of the public alley bordered on the North by Spring Street, on the South by Ione Street, and running parallel to Malvern Street on the West and Eustis Street on the Fast, lying between the extensions across it of the South line of Lot 6 and the North line of Lot 1, all in Block 10, Lauderdale's East Side Addition, as vacated by Resolution No. 10979A passed October 9, 1979, filed October 11, 1979, as Document No. 684463. Ramsey County, Minnesota Abstract Property G -A-1 LA 135-37-690131.v5 I XHIBIT B TO ASSESSMENT AGREEMENT Section 469.177, subd. 8. Assessment Agreements. An authority may enter into a written assessment agreement with any person establishing a minimum market value of land, existing improvements, or improvements to be constructed in a district, if the property is owned or will be owned by the person. The minimum market value established by an assessment agreement may be fixed, or increase or deci ease in later years from the initial minimum market value. If an agreement is fully executed before July 1 of an assessment year, the market value as provided under the agreement must be used by the county or local assessor as the taxable market value of the property for that assessment. Agreements executed on or after July 1 of an assessment year become effective for assessment purposes in the following assessment year. An assessment agreement terminates on the earliest of the date on which conditions in the assessment agreement for termination are satisfied, the termination date specified in the agreement, or the date when tax increment is no longer paid to the authority under section 469.176, subdivision 1. The assessment agreement shall be presented to the county assessor, or city assessor having the powers of the county assessor, of the jurisdiction in which the tax increment financing district and the property that is the subject of the agreement is located. The assessor shall review the plans and specifications for the improvements to be constructed, review the market value previously assigned to the land upon which the improvements are to be constructed and, so long as the minimum market value contained in the assessment agreement appears, in the judgment of the assessor, to be a reasonable estimate, shall execute the following certification upon the agreement: The undersigned assessor, being legally responsible for the assessment of the above described property, certifies that the market values assigned to the land and improvements are reasonable. The assessment agreement shall be filed for record and recorded in the office of the county recorder or the registrar of titles of each county where the real estate or any part thereof is situated. After the agreement becomes effective for assessment purposes, the assessor shall value the property under section 273.11, except that the market value assigned shall not be less than the minimum market value established by the assessment agreement. The assessor may assign a market value to the pioperty in excess of the minimum market value established by the assessment agreement. The owner of the property may seek, through the exercise of administrative and legal remedies, a reduction in market value for property tax purposes, but no city assessor, county assessor, county auditor, board of review, board of equalization, commissioner of revenue, or court of this state shall grant a reduction of the market value below the minimum market value established by the assessment agreement during the term of the agreement filed of record regardless of actual market values which may result from incomplete construction of improvements, destruction, 01 diminution by any cause, insured or uninsured except in the case of acquisition or reacquisition of the property by a public entity. Recording an assessment agreement constitutes notice of the agreement to anyone who acquires any interest in the land or improvements that is subject to the assessment agreement, and the agreement is binding upon them. G -B-1 LA 135-37-690131.v5 CERTIFICATION BY ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed, and being of the opinion that the minimum market value contained in the foregoing Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible foi the assessment of the described property, hereby certifies that the mallet value assigned to such land and improvements at the property legally described on Exhibit A attached hereto shall be not less than $19 950,000 as of January 2, 2024 for taxes payable beginning in 2025 until termination of this Assessment Agreement. STATE OF MINNESOTA COUNTY OF ) ss. County Assessor for Ramsey County, Minnesota The foregoing instrument was acknowledged before me this day of , 2022, by the County Assessor, Ramsey County, Minnesota. G -B-2 LA 13 5-37-690131.v5 Notary Public EXHIBIT H FORM OF INVESTMENT LETTER To the City of Lauderdale (the "City") Attention: City Administrator Dated: , 202 Re: $810,000 Taxable Tax Increment Revenue Note The undersigned, as Purchaser of $810,000 in principal amount of the above -captioned Taxable Tax Increment Revenue Note (the "Note"), approved by the City on 202_, hereby represents to you and to Kennedy & Gi aven, Chartered, Minneapolis, Minnesota, as legal counsel to the City, as follows: 1. We understand and acknowledge that the Note is delivered to the Purchaser on this date pursuant to the Purchase and Development Agreement by and between the City and the Purchaser dated , 2022 (the "Agreement"). 2. The Note is payable as to principal and interest solely from Tax Increment from the City s Tax Increment Financing District No. 1-2, subject to the limitations contained in the Note and the Agreement. 3. We have sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal obligations, to be able to evaluate the risks and merits of the investment represented by the purchase of the above -stated Note. 4. We acknowledge that no offering statement, prospectus, offering circular or other comprehensive offering document or disclosure containing material information with respect to the City and the Note has been issued or piepared by the City, and that, in due diligence, we have made our own inquiry and analysis with respect to the City, the Note and the security therefor, and other material factors affecting the security and payment of the Note. 5. We acknowledge that we have either been supplied with or have access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and we have had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the City, the Note and the security therefor, and that as reasonable investors we have been able to make our decision to purchase the above -stated Note. 6. We have been informed that the Note (i) is not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, or under federal securities H-1 LA135-37-690131.v5 laws or regulations, (ii) will not be listed on any stock or other securities exchange, and (iii) will carry no rating from any rating service. 7. We acknowledge that the City and Kennedy & Graven, Chartered, as legal counsel to the City, have not made any iepiesentations 01 warranties as to the status of the Note for the purpose of federal 01 state income taxation. 8. We represent to you that we aie purchasing the Note for our own account and not for resale or other distribution thereof, except to the extent provided in the Note or as otherwise approved in writing by the City. 9. All capitalized terms used herein have the meaning provided in the Agreement unless the context clearly requires otherwise. 10. The Purchaser's federal tax identification number is 11. We acknowledge receipt of the Note on the date hereof. IN WITNESS WHEREOF, the undersigned has executed this Investment Letter as of the date and year first written above. STATE OF MINNESOTA COUNTY OF ) ss. LAUDERDALE AH I, LLLP, a Minnesota limited liability limited partnership By: Lauderdale AH I, LLC, a Minnesota limited liability company Its: General Partner By: William R. Bisanz Its: President The foregoing instrument was acknowledged before me this day of 2022, by William R. Bisanz, the President of Lauderdale AH I, LLC, a Minnesota limited liability company, as the General Partnei of Lauderdale AH I, LLLP, a Minnesota limited liability limited partnership, on behalf of the partnership. H-2 LA135-37-690131.v5 Notary Public ALI 11T STAFF REPORT . Io: Mayor one City Council Heather Butkowski, City Administrator From: Jennifer Haskamp Consultinc City Planner Background Date: March 4, 2022 RE: Real Estate Equities Final PUD, CUP, and Vacation for 1795 Eustis Street Recevclooment At the February 8, 2022 city council meeting, staff provided a summary of the application history related to the redevelopment of 1795 Eustis Street by Real Estate Equities (REE). As presented during the February meeting the proposed Project received Preliminary PUD approval in 2019. The application for Final PUD and Vacation were considered in late 2020 and were subsequently tabled until such time the Project received the needed bond allocation to construct the Project. The allocation was awarded at the end of 2021; therefore, the final steps in the land use application process can proceed. The following memo is provided as reference and background information related to the land use application process conducted in November and December of 2020 The full staff reports and attachments from November 10, 2020 and November 24, 2020 are provided as Attachments to this memo, and are generally AS -PRESENTED. The purpose of this memo is to: • Refresh the City Council about the information previously considered, and the direction given in 2020. • Review the conditions noted in each Staff Report and confirm the recommended conditions should be carried forward. • Direct Staff to prepare the following information for the March 22, 2022: o Resolution, with conditions, approving the Final PUD and Rezoning of the property from R-1 to PUD -1795 Eustis Street. • Prepare the Ordinance for Rezoning to PUD -1795 Eustis Street. o Resolution approving the Conditional Use Permit, with findings and conditions. o Resolution approving the Vacation of the public alley at 1795 Eustis Street. 1 JL Final PUD, CUP and Vacation City Council Meeting Outcome: November 10, 2020 Attachment 1 of this memo is the Staff Report, and its attachments, presented to the City Council on November 10, 202(1 for consideration of the Final PUH CUP and Vacation. As noted in the Staff Report, the formal Vacation process and discussion did not occur during this meeting, only an informal introduction was provided. _Final PUD Outcomes & Recommendations • The Staff Recommendations as noted within the Staff Report were generally approved by the City Council and the City council directed staff to prepare a draft Resolution approving the Final PUD and CUP with the conditions as noted. The following summary of the recommendations to be included in the Resolution of Approval of the Final PUD, Rezoning and CUP is provided as reference (see Attachment A for further details): o The Final PUD is approved with the conditions as noted. The Final PUD plans represent the permitted Development Standards for 1795 Eustis Street. o The Rezoning to PUD is approved with the conditions as noted, including that the Applicant (REE) purchases and closes on the subject property. Rezoning occurs by ordinance, the ordinance must accompany the Resolution approving the Final PUD. o A condition of Final PUD approval is that a TIE, Purchase and Development Agreement is entered into between the City and REE. o Specific conditions/modification of the Final PUD plans that are conditions of Final PUD approval include: ■ The monument sign into the Project site may not be internally lit, external directional/landscape lighting is permitted. The final design of the sign is subject to review and approval by City Staff. • All proposed signage, including on walls or awnings, must be submitted for review and approval by City Staff. • The proposed materials and colors of the hardscape elements, including the retaining wall, must be designed compatible with the principal structure. The materials and colors must be submitted for review and approval prior to their installation, or Building Permit is issued if required. • The CUP must be recorded against the property. (See subsequent summary of the CUP for further details) ■ A $2,000 escrow must be submitted to the City that will be used solely for off site plantings and/or fencing along the frontage of 1778 Eustis Street. • REE must work with the property owner at 1801 Eustis Street to determine reasonable compensation for the adverse impacts of the Project building height on the productivity of the solar panel installation. • The City recognizes the concern of adjacent neighbors) regarding underground construction activities related to the Project. It shall be the sole responsibility of the Applicant to address the concerns and any issues related to the construction. 2 SIL 1r CUP Outcomes e&' Recommendations • A draft Conditional Use Permit (CUP) was presented to the City during the November 10, 2020 meeting. No significant changes to the draft permit were recommended. The CUP includes several attachments that assumed a 2021 construction schedule. The final CUP will be presented to the City Council on March 22, 2022 and the permit and all its attachments will be updated to reflect the revised schedule as well as any other modifications to the permit conditions. Citv Council Meeting: November 24, 2020 At the November 24, 2020 meeting a Staff Report was presented for the requested Vacation of the Public Alleyway and landscape easement on the subject site (full staff report can be found as Attachment 2 to this Memo). The public hearing for the requested vacation was held, consistent with Minnesota State Statute requirements. After the close of the public hearing and discussion, the City Council recommended approval of the vacation with the conditions as noted by staff. A summary of the conditions is noted: o The vacation is conditional on the successful closing of the subject property by the Applicant (REE). • A new easement must be dedicated over the new access from Eustis Street that will connect with the existing alley. a The vacation may not be recorded until the Final PUI) and Development greerncnt are executed. Action Requested Staff is requesting the following action from the City Council: • Direction to prepare a Resolution of Approval of the Final PUD with the conditions as noted, and other additional modifications or conditions. o Prepare the Ordinance approving the rezoning of the subject property from R-1 to PUD - 1795 Eustis Street. • Direction to prepare a Resolution of Approval, with modifications as noted, of the Conditional Use Permit (CUP) for the Senior Building at 1795 Eustis Street. o Prepare the final CUP with conditions and modifications as noted during the City Council meeting. • Direction to prepare a Resolution of Approval for the Vacation of the Alley and Landscape Easement on the subject site. 3 • AS PRESENTED JLU 1R! ATTACHMENT 1: MARCH 8, 2022 STAFF REPORT www.swansonhaskamp.com AS PRESENTED MEMORANDUM JL 1r To: Mayor and City Council Date: November 5, 2020 CC: Heather Butkowski, City RE: Real Estate Equities Final PUD Administrator application for a Senior Development at 1795 Eustis Street Application and Process Summary The Applicant, Real Estate Equities (REE), is proposing to redevelop the site at 1795 Eustis Street with an age -restricted senior apartment project ("Project"). REE has completed the Concept Plan PUD, and the D evelopment Stage PUD application processes and are now applying for the Final Planned Unit D evelopment (PUD), and alley vacation for the subject Project. In July 2019 REE was granted Development Stage PUD approval with 33 conditions as noted in Resolution #070919B (hereafter referred to as the "Resolution" and provided as Attachment A) . Several of the conditions addressed information and materials required to be submitted as part of the Final PUD application. The following analysis is provided to address the completeness of the materials, and to identify any outstanding issues that should be addressed prior to the next City Council meeting. Application Summary The Applicant is requesting approval of a Final PUD and to vacate a portion of alleyway on the subject Property. The following summary of the components of each application is provided for information and reference: • If approved, the Final PUD will: o Rezone the property to PUD. The PUD zoning district will include specific requirements for use which shall be documented within both the Conditional Use Permit and Development Agreement. PUD zoning specifically allows flexibility from the strict standards of a zoning district. For purposes of the review, the most similar zoning district at this time is the R-3 multiple family, and the proposed PUD seeks flexibility from those standards. o Grant Conditional Use Permit (CUP) for the use of the property as a senior housing development. The CUP will address use and operations on the site once the building is open and reference the Development Agreement and site construction activities. o Require the execution of a Development Agreement. A condition of the Final PUD is that the Applicant (Developer) enter into a Development Agreement with the City for construction and development of the Project. • If approved, a portion of .Alleyway will be vacated on the southwestern border of the site. o Vacation of the alley will be conditioned on the Applicant granting a new perpetual public ingress and egress easement to Eustis Street. www.swansonhaskamp.com AS PRESENTED JLU It should be noted that approval of both the Final PUD and Alley Vacation will be conditioned on the successful closing and purchase of the site by REE. If REE does not purchase the property, then no application shall be approved, acted upon, or recorded. The following list of attachments are provided to assist in your review of the following staff report and analysis: • Attachment A: Resolution #070919B • Attachment B: Draft Conditional Use Permit with Attachments • Attachment C: Architectural Plan Set dated October 30, 2020 • Attachment D: Civil Site Plan Set (including Landscape Plan) dated October 30, 2020 • Attachment E: Memo from REE regarding Site Construction • Attachment F: Alley Vacation Application and Exhibit This staff report is divided into three parts 1) The Final PUD application review; and 2) The request to vacate a portion of alleyway summary, and 3) Next Steps. 1) Final PUD Application Per Section 10-7-9 Final PUD Approval of the City of Lauderdale code of ordinances, the Final PUD shall include the materials as required per the conditions of the Development Stage PUD approval, and "execute the development contract prepared by the City." The purpose of the Final PUD stage is to determine compliance with the conditions as noted in the Development Stage PUD approval, and to review and approve a Development Agreement. A Development Agreement is essentially a contract between the City and the Applicant that primarily addresses construction and development activities related to the subject Project. Given the complexity of this project, staff will present the review for completeness based on the conditions contained in Resolution #070919B in this report, with the first draft of the Development Agreement to be presented at the November 24, 2020 City Council meeting. Conditional Use Permit Corresponding Resolution Conditions #1, 2, 5, 6, 7, 8, 9, 22, 23, 24, 26, 27 A Conditional Use Permit (CUP) is required for the subject project by the City's ordinances, which was further detailed in condition numbers 5 and 6 of the Resolution. The CUP primarily addresses post - construction activities related to the use of the site for a senior apartment project. Attachment B of this staff report provides a draft CUP for your review and consideration. A couple items to note as you review the CUP: 1) The conditions applied must be reasonable and correlated with health, safety and welfare of the community; 2) the CUP will be recorded against the property and is not given to the Applicant, which means the CUP will exist into perpetuity regardless of the owner provided the conditions are met; and 3) the CUP focuses primarily on post -construction activities, but addresses and references the construction and www.swansonhaskamp.com AS PRESENTED S H IIIc architectural documents. Specific site development and site construction activities will be addressed within the Development Agreement. Ground Sign, Wall Signs and Naming Corresponding Resolution Conditions #1, 2, 10 Sheet SD_000 provides an elevation and section of the proposed monument sign (which is defined as a Ground Sign based on the proposed dimensions as defined in Section 10-10-2) and is located on the north side of the entrance driveway to the Project (Attachment C). As denoted the monument sign is approximately 5'6" tall from grade and is approximately 1"4" wide at the base. The sign is approximately 10' wide at its widest point, and the sign area is set on tov of a stone -clad base. As denoted the sign is proposed to be internally lit (illuminated), and there is no name identified for the proposed Project. The rezoning of the property to PUD considers the `underlying' zoning, which based on the proposed use is most consistent with the City's current R-3 zoning regulations. Applying the sign standards from this district, the sign -face is approximately 29.75 square feet, and there is a total of approximately 66.5 square feet of sign area excluding the base. Section 10-10-4 permits a sign face of a maximum of 32 square feet, with a total sign area not to exceed 100 square feet. Illuminated signs are permitted, but Staff requests some discussion by the City Council regarding the character of this type of sign in its location. Exterior or directed lighting may be more appropriate but is not required since exterior or internally lit signs are permitted. As proposed, the ground sign meets the City's ordinance requirements for ground signs in the residential zoning districts. If alternate lighting of the sign is preferred, a condition could be added to the Final PUD resolution upon the direction of the City Council. Some wall/entry signage is proposed on the canopies on the north elevation. This signage is assumed to be the Project name, but since the name is unknown performing an area calculation is not possible. Staff would recommend carrying a condition forward to the Final PUD resolution that all proposed wall and entry signage shall be reviewed and approved by City Staff prior to being installed. Material Sample Boards Corresponding Resolution Conditions #1, 2, 12 The Applicant submitted a materials sample board that corresponds to the elevations shown in the Architectural Plan set (Attachment C). The materials depicted include a mix of cement board siding (hardie board, or similar) in a taupe, white and brick red color palette. Generally, the colors identified on the sample board are similar to those identified in the elevations, but the taupe siding color is not as gray as depicted in the renderings. The material identified for the base and foundation is an engineered cement/stone block that identifies a range of light beige with warm browns around the foundation. Accents such as window flashing, door frames, and soffit details are shown as white, consistent with the renderings. All materials shown on the submitted samples have a slight gray undertone. As depicted, and as submitted, this condition has been met and the colors and materials are consistent with the renderings contained in the Architectural Plan set. www.swansonhaskamp.corn AS PRESENTED Landscape Plan, Fencing and Retaining Wall Details Corresponding Resolution Conditions #1, 2, 14, 15, 16, 17, 18, 19, 20 The Applicant has submitted an updated Landscape Plan which is provided in the attached Civil Plan set (Attachment D) and is identified as sheet L1-1. Condition number 14 required additional boulevard plantings along the Spring Street and Malvern Street frontages. Staff conducted a side-by-side comparison of the Landscape Plan reviewed as part of the Development Stage PUD and determined that 10 additional trees have been provided on the updated plan set, for a total of 24 boulevard street trees to be planted along Malvern, Spring and Eustis Streets. As proposed, the Applicant's updated submittal meets the conditions as required in the Resolution. Condition numbers 15 and 16 address the southern property line of the subject Project, and the intent of the conditions was to ensure adequate screening is provided between the proposed Project and adjacent single- family residential uses. The Landscape Plan has been updated to reflect a mix of both deciduous and conifers along the southwestern portion of the property line, and a 6 -foot cedar board -on -board fence is proposed along the southerly property line to achieve 100% opacity at ground level. The fence detail is provided on Sheet SD_000. As proposed, the Applicant's updated submittal meets conditions 15 and 16 as required in the Resolution. Condition number 17 requires the Applicant to provide a 2 -year landscape guarantee for all plants shown on Sheet L1-1. This condition should be carried forward and incorporated into the CUP and the Development Agreement. Condition number 18 addresses maintenance and management of the vegetation and fencing along the southern property edge which is intended to provide a buffer between the proposed Project and adjacent single-family residential uses. A condition that addresses the maintenance and management of landscaping and vegetation along the southern edge has been incorporated into the CUP in Attachment B. Condition number 19 requires a $2,000 escrow be submitted to the City which shall be used solely for off site plantings or fencing along the frontage of 1778 Eustis Street. Since the plantings and/or fencing are off-site, no update to the Landscape Plan is required as part of this condition. Staff recommends carrying this condition forward and including it within the Development Agreement and the Resolution granting Final PUD. Condition number 20 requires additional details regarding hardscape materials be provided, including the retaining walls. A detail regarding the retaining wall is provided on sheet C8-1 of the Civil Plan set which describes the retaining wall materials as a modular block with a cap. While the profile detail looks acceptable, staff believes it is important that the color and material palette of the retaining walls on site is reviewed to ensure consistency with the materials and colors as shown on the submitted Materials Board. Staff would recommend including a condition in the Final PUD approval that the colors and materials of the retaining wall shall be submitted for review and approval by the City Staff prior to a building permit being issued for the structure. www.swansonhciskamp.com AS PRESENTED JLu 1r Site Security, Development and Construction Corresponding Resolution Conditions #1, 2, 28, 29 The Applicant provided a brief narrative in response to Conditions 28 and 29, as well as a list of questions provided by City Staff (Attachment E). As noted in the Resolution, the formal plan for site construction, including haul routes and parking must be reviewed and approved by the City Engineer prior to any building permits being granted. However, given concerns and questions from neighbors some preliminary information was provided by the Applicant's General Contractor for the subject Project. As noted in the responses, the construction site will be secured with a 6 -foot chain link security fence for the duration of the Project, and the public will not have access to the construction site. The haul route will be determined in coordination with the City Engineer, and staff recommends including this as a condition within the Final PUD resolution and the Development Agreement. Condition #29 addresses potential adverse impact to adjacent single-family residential foundations due to construction activities (i.e. digging of the foundation and underground garage.) As noted within the Applicant's response, their General Contractor does not believe there are any demolition or construction activities that will create enough vibration to adversely impact adjacent properties. Staff recommends including a condition within the Final PUD and Development Agreement to address the concern of the neighbors since the General Contractor is making some assumptions regarding construction and demolition that cannot be verified until site development and construction begins. Adjacent Neighbor Impacts Corresponding Resolution Conditions #13, 19 Condition number 13 addresses the potential adverse impact to the solar panel installation on the property located at 1801 Eustis Street due to the height of the proposed Project. The condition requires the Applicant to work with the City and the property owner of 1801 Eustis to determine appropriate monetary relief for the impact to the productivity of the solar panels during the winter months. City staff is coordinating this effort and the property owner at 1801 is working with their solar contractor to determine the potential impact. This condition is in -progress and will be addressed more formally within the draft Development Agreement. Condition number 19 requires the Applicant to submit a $2,000 landscape escrow so that the property owners at 1778 Eustis Street may install either landscaping, fencing or a combination of both to mitigate potential light and glare created by headlights exiting the Project site. This condition is acknowledged and should be carried forward to the Development Agreement the Final PUD resolution. Miscellaneous Conditions Corresponding Resolution Conditions #18, 30, 31, 32, 33 Conditions 18, 30, 31, 32 and 33 are generally administrative conditions that must be completed prior to execution of the Final PUD and subsequent rezoning. These conditions should be noted and carried forward www.swansonhaskamp.com AS PRESENTED i H jc to the Final PUD resolution and/or Development Agreement as applicable. These items are properly addressed with this Final PUD application, and the conditions met provided they are carried forward to the appropriate permit and/or agreement. 2) Application to Vacate Alley REE submitted an application for Vacation of the alleyway running generally east -west along the southwestern property line. The vacation materials are attached to this staff report for your review and consideration (Attachment F). The portion of alley to be vacated connects with the north -south alleyway running parallel and between Malvern Street and Eustis Street, and provides access to the single-family homes adjacent and south of the subject Project. Due to the configuration of the proposed development, the Project requires that the access be reconfigured so that the primary access/entrance driveway to the Project is from Eustis Street. The reconfiguration results in the elimination of the alley access from Malvern Street because the structure and side -yard vegetative buffer will occupy this area with the redevelopment of the site. Since neighbors lying south of the subject Project rely on a through -alley to provide adequate access to their properties and detached garages, the new access drive from Eustis Street must provide a public access easement if the existing alleyway is vacated. This swap, or exchange, in concept was agreed to during the Development Stage PUD process. However, since the existing alleyway is contained within a public right-of-way easement, a formal vacation of this easement area is required. The Applicant's submitted materials are complete, and a Public Hearing to consider the vacation will be held at the regular November 24, 2020 City Council meeting. Notice of the hearing will be posted in the newspaper, and adjacent neighbors will be notified consistent with MN State Statute. It should be noted that any authorization or approval will be conditioned on 1) that the proposed Project is constructed by REE and that they become the fee title owner of the property; 2) that a public access easement is given over the entrance driveway from Eustis Street and that such easement shall connect to the north - south existing alleyway; 3) that the portion of vacated right-of-way shall remain open and accessible to the public until such time that the new access is installed; and 4) that the vacation may not be recorded until the Final PUD and Development Agreement are executed. 3) Next Steps The next review of the Final PUD and Vacation applications will be held on November 24, 2020. The public hearing will be noticed to solicit public testimony regarding the proposed vacation, and a full analysis by staff will be provided for consideration. Additionally, a draft Development Agreement will be provided for review and consideration by the City Council, which will incorporate any comments or concerns expressed during the November 10, 2020 meeting. www.swansonhaskamp.com ATTACHMHNT A Council Member Moffatt introduced the following resolution and moved its adoption: RESOLUTION NO. 070919B CITY OF LAUDERDALE COUNTY OF RAMSEY STATE OF MINNESOTA A RESOLUTION APPROVING THE DEVELOPMENT STAGE PLANNED UNIT DEVELOPMENT (PUD) AT 1795 EUSTIS STREET TO CONSTRUCT AND OPERATE A SENIOR MULTI -FAMILY HOUSING PROJECT A, WHEREAS, the City of Lauderdale is the owner of the property located at 1795 Eustis Street, Lauderdale, Minnesota and B. WHEREAS, the City Council solicited informal proposals from parties interested in redeveloping the subject site with senior housing to meet the goals and objectives of the City's 2040 Comprehensive Plan; and C. WHEREAS, Real Estate Equities ("Applicant") piepared and presented a Concept Plan to redevelop the subject site with a 114 -unit Senior Housing building on February 26, 2019; and D. WHEREAS, on March 19, 2019 the Applicant held an Open House to solicit feedback from the community before submitting their formal Development Stage PUD application; and E, WHERFAS the City Council considered feedback from the Open House and provided comments that were subsequently incorporated into the Development Stage PUD application; and F. WHEREAS, on April 24, 2019 the Applicant submitted a complete Development Stage PUD application seeking conditional approval to rezone the subject property to PUD and to preliminarily approve the proposed Senior Housing project; and G. WHEREAS, on May 14, 2019 the City Council held a duly noticed public hearing for the subject Project; and H. WHEREAS, on May 28, 2019, June 11, 2019 and July 9, 2019 the City Council considered the public testimony and the Development Stage Planned Unit Development; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Lauderdale, Minnesota, that it does hereby approve the request of Real Estate Equities for Development Stage Planned Unit Development piovided that the following conditions are met: 1. The Plans submitted by the Applicant on April 24, 2019 are conditionally approved with the changes and updates as noted herein. 2. The proposed Pioject as detailed and desci ibed within the Narrative submitted by the Applicant on April 24, 2019 requesting that Subject Property be rezoned to Planned Unit Development (PUD), is conditionally approved with the conditions as noted herein 3. The Applicant shall submit an application to vacate that portion of the alley i tinning east -to - west along the southern property line and connecting to Malvern Street with the Final PUD application, ATTACHMENT A 4. Approval of the Final PUD and Rezoning shall be conditioned on the approval of vacating that poi tion of the alley as described in Condition #3. 5. A Conditional Use Permit (CUP) may be drafted to support the rezoning to PUD and such CUP shall be recorded against the subject property. The CUP may incorporate operational conditions and site conditions that will continue beyond the construction period, which may be noted within the Development Agi cement, and such conditions shall be consistent. 6. In conjunction with the requirements of the Development Agreement, the CUP may be drafted to permit the PUD for a Senior Housing use and no other use shall be permitted without an application to amend the CUP. 7. Prior to Final PUD plan approval and rezoning, the Applicant shall provide additional details regarding trash removal. All waste and recycling receptacles ale required to be fully enclosed on site, and it is unclear how long the trash and recycling bins are proposed to be un -enclosed on the denoted concrete pad near the parking bay. Details must be provided and documented within an Operations Management Plan which must be reviewed by City Staff to ensure compliance with the City's ordinances. 8. The Development Agreement, and Operations Management Plan, shall provide details regarding snow removal on site. This language shall be reviewed and approved by the City Staff prior to execution of the Development Agreement. 9, The Applicant shall prepare a Parking Plan that shall be incorporated into the CUP and the Development Agreement, The Parking Plan shall describe a process to address the management of resident parking and usage of onsite packing The Parking Plan shall address how management will respond if the majority of residents are consistently parking on City Streets and not paying for use of the underground packing stalls. The Parking Plan, as well as process to amend it, shall be provided to the City s staff, including City Attorney, who shall 1 eview and approve the Parking Plan prior to execution of the Development Agreement. 10. The Applicant shall provide additional detail regarding the monument/entrance sign including proposed lighting. This information shall be submitted with Final PUD application materials 11. The Applicant shall submit and provide all proposed wall signage entry signage, or any other proposed naming as part of the Final PUD submittal. 12. The Applicant shall submit and provide a sample board that shows proposed colors and exterior building materials with the Final PUD application materials. 13. The Applicant shall work cooperatively with the City to determine appropriate compensation to the property owner at 1801 Eustis Street The compensation shall provide monetary relief foi the reduction in solai productivity at the winter solstice as a result of the proposed Project. Such agreement and analysis shall be completed and incorporated into the Development Agreement. 14. The Applicant shall update the Landscape Plan to include additional boulevard trees along the north frontage (Spring Street) and the west frontage (Malvern Street). Spacing between trees shall be consistent with the spacing as denoted along Eustis Street that is approximately 45 - feet on center. Tree species as denoted including Boulevard Linden and Skyline Honeylocust are acceptable, and based on sheet L1-1 result in approximately 8-10 additional trees added to the landscape plan Sheet LI -1 shall be updated and submitted with the Final PUD application foi review and approval 15. The Applicant shall update the Landscape Plan to incorporate deciduous trees along the south-west edge which is adjacent to an existing residential property. A minimum of three deciduous trees Maple or Lindens shall be incorporated Sheet L1-1 shall be updated and submitted with the Final PUD application for review and approval. ATTACHMEIt\T A 16. The proposed pi ivacy fence along the south edge of the property which provides screening to adjacent single-family uses, shall be revised to a 6 -foot cedar privacy fence (board on board) to achieve 100% opacity and screening between uses. The Applicant shall work with City Staff to identify the location of the fence which shall scieen, to the extent possible, the adjacent neighbors. The fence shall be maintained as detailed in the CUP and Development Agreement. 17. The Applicant shall provide a 2 -year landscape guarantee for all plants identified on sheet L1-1, and such guarantee shall be included as a condition within the executed Development Agreement. 18. The landscaping and fence along the southern property edge shall be maintained in perpetuity as it provides screening to adjacent single-family uses, If vegetation along the southern edges dies, replacement with the same, or substantially similai vegetative properties shall be planted as soon as possible based on appropriate planting conditions and season. 19. The Applicant shall provide a $2,000.00 landscape esciow to the City which shall be used solely for off-site plantings or fencing along the frontage at 1778 Eustis Street The property owners shall select planting or fencing materials to mitigate potential glare/impacts from traffic exiting the proposed Project site. 20. Details regarding hardscape materials including all retaining walls shall be submitted for review and approval during the Final PUD application process. 21. The Applicant shall be requited to pay all Park Dedication fees due, which shall be calculated and agreed to through the Final PUD process, prior to release of the building permit. 22. The Operations Management Plan, or any other tool which details the onsite management of the Senior Building including waste management, landscape management, and snow removal, shall be provided to the City for review and approval by City Staff prior to Final PUD plan approval and rezoning. 23. The Applicant shall obtain all necessary permits and approvals from the Rice Creek Watershed District. Such approvals and permits shall include but not be limited to the stormwater management plan. The Applicant shall provide a copy of the approved permit pr for to commencing any site work. 24. The Applicant shall prepare final construction plans acceptable to the City Engineer prior to commencing any site work. 25. The Applicant shall address and meet all conditions as stated within the City Engineer's memo dated May 10, 2019. 26. The Applicant shall obtain appropriate demolition permits from the City, Ramsey County and the Minnesota Pollution Control Agency (MPCA), and shall follow all rules, procedures and conditions of such permits. Copies of all approved permits shall be provided to the City prior to any site work commencing on site, 27. The Applicant shall obtain a Building Permit prior to the commencement of any site work. 28. The Applicant shall prepare a Construction Management Plan that includes haul routes, site security/fencing and parking locations which shall be incorporated into the Development Agreement. Such plan shall be developed in coordination with City Staff and shall be approved by the City Engineer prior to obtaining a Building Permit. 29. The Construction Management Plan shall also detail steps to inventory existing conditions, and to ensure adjacent foundations and structures are not adversely impacted by construction activities. ATTACHM FA T A 30. The Applicant shall be required to enter into a Development Agreement which shall be drafted by the City, and its terms generally agreed to by both parties, prior to Final PUD or Rezoning to PUD approval. 31. The Development Agreement shall be required to be executed as a condition of Rezoning to PUD. 32. Rezoning of the subject property to PUD shall be conditioned on the Applicant fulfilling the conditions as noted herein, and upon the approval of the Final PUD and any other instruments including, but not limited to the TIF agreement. 33. That the Applicant shall replenish and pay all escrow fees and permit fees prior to Final PUD and Rezoning approval. Dated: July 9, 2019 Al lEST: G(/ Heather Butkowski, City Administrator -Clerk -171A cc? a. vc Mary Gaasch, Mayor The motion for the adoption of the forgoing resolution was duly seconded by Member Dains and upon vote being taken the following voted in favor thereof: Dains, Grove, Moffatt, and Mayor Gaasch And the following voted against same: none Whereupon said resolution was declared duly passed. ATTACHMENT B 1795 EUSTIS STREET SENIOR APARTMENTS CONDITIONAL USE PERMIT CITY OF LAUDERDALE APPLICANT: Real Estate Equities LEGAL DESCRIPTION: Exhibit A PID: 172923330001 ZONING: PUD ADDRESS: 1795 Eustis Street Lauderdale, MN DATE: February XX, 2020 This is a Conditional Use Permit to allow for the redevelopment, construction, operation and management of a Senior Apartment project (Project) as shown on the Applicant's Architectural and Civil Plan Sets dated October 30, 2020 and within the narrative dated November 6, 2020, which shall be incorporated by reference herein. Any expansion, intensification of operations, or substantive changes from the referenced documents, shall require an amendment to this Conditional Use Permit. All uses shall be subject to the following conditions and/or restrictions imposed by the City Council, City of Lauderdale, Ramsey County, Minnesota, and applicable ordinances, statutes, or other lawsin force within the City: General Requirements 1. This Permit shall be recorded against the subject property within 30 -days of its execution. 2. This Permit shall not be executed until the Applicant, Real Estate Equities, is the fee title owner of the real estate described herein. 3. This subject Project shall be used for age -restricted senior apartment housing for individuals and families that are aged 55 -years or older. Any change to the permitted use shall require an amendment to this permit. Use and operations shall be consistent with the Applicant's narrative, identified as Exhibit B of this Permit. 4. The Applicant shall enter into a Development Agreement prior to execution of this Permit. 5. It shall be the responsibility of the Applicant to obtain all necessary permits from Ramsey County, MPCA, Rice Creek Watershed District, or any other agency having jurisdiction over the subject project use. ATTACHMENT B 6. All escrow amounts shall be brought up to -date prior to execution of this Permit, and all escrow amounts shall be kept current. 7. Any violation of the conditions of this Permit may result in the revocation of said Permit. Construction and Site Development Activities 8. The building shall be constructed consistent with the Architectural Plan Set dated October 30, 2020. Such plans may require minor updates as recommended by the City's Building Official. Any substantive changes, such as, but not limited to, change of materials, elevation heights, window placement, etc., shall require review and approval of the changes from the City Council. 9. The City Engineer shall review and approve the Civil Site Plan set. The Applicant shall comply with all requirements and recommendations of the City Engineer and submit a revised Civil Site Plan set as required. The final approved Plan Set shall be incorporated by reference herein. 10. The Applicant is responsible for obtaining all necessary permits from the City, Ramsey County, and the MPCA for demolition of the existing school building on site. Such activities shall be coordinated with the City, and the Applicant is required to ensure all environmental protocols are adhered to as part of the demolition process. 11. The Applicant shall follow all site development and construction plans as provided in the Development Agreement. 12. The Applicant shall obtain a Building Permit prior to the commencement of any site work. Operations and Site Management 13. Site management, including trash removal and snow removal, shall be conducted as detailed in Exhibit C of this Permit. 14. The Applicant shall be responsible for managing resident and visitor parking onsite to the extent possible. Parking shall be managed consistent with the details provided in Exhibit C of this Permit, denoted as Parking Plan. 15. The Applicant shall provide a perpetual public ingress and egress easement that connects Eustis Street to the existing alleyway which runs north -south and parallel to Eustis Street. Such easement document shall be reviewed and approved by the City Attorney. 16. The Applicant shall provide a 2 -year landscape guarantee that shall cover all plantings as denoted on Sheet L1-1 of the Civil Site Plan set. 17. The plantings along the southerly property line are intended to provide a buffer between the Project and adjacent single-family uses. Such plantings shall be maintained in good health into perpetuity. If any tree dies, or become diseased, such trees shall be replaced in-kind to maintain the buffer. 18. The Cedar board -on -board fence along the southerly property is intended to provide a buffer between the Project and adjacent single-family uses. The fence shall be maintained and kept in good repair into perpetuity to ensure an adequate buffer is maintained. 19. All operations onsite shall meet the MPCA's noise standards and regulations. ATTACHMENT B IN WITNESS WHEREOF, the parties have executed this agreement and acknowledge their acceptance of the above conditions. Date: Date: Date: Date: State of Minnesota County of Ramsey CITY OF LAUDERDALE: Mary Gaasch, Mayor Heather Butkowski, City Administrator -Clerk APPLICANT/OWNER: Real Estate Equities By: Its: Heather Butkowski, City Administrator -Clerk On this day of , 2020, before me, a Notary Public, personally appeared _ the Owner who acknowledged that said instrument was authorized and executed on behalf of said Applicant. Notary Public ATTACHMENT B EXHIBIT A ATTACHMENT R EXHIBIT B REAL ESTATE EQUITIES V CUP Application Lauderdale, MN Description of Partnership Real Estate Equities is a full-service real estate firm based in the Twin Cities with a primary focus on multifamily real estate investments. The company was founded by Terry Troy and Bob Bisanz in 1972 with a vision of providing quality rental housing and ownership opportunities that improve communities and provide strong economic returns for their investors. We have been the developer and managing partner in more than 70 projects in excess of 10,000 housing units with projects spanning from Minnesota, Wisconsin, Ohio, Missouri, South Dakota as well as Indiana. Today, our real estate portfolio consists of approximately 4,309 housing units that range from artist lofts, luxury apartments, traditional apartments, affordable apartments and senior (affordable) apartments. Currently we have a regional portfolio with properties located in Minnesota, Wisconsin and Indiana. Real Estate Equities Management, LLC has experience in all facets of property management including: Marketing and Lease -up of new and renovated product; Financial Reporting and Controls including exceptional Compliance Administration and Reporting; Resident Relations and Communication programs; Plant Operations including maintenance, housekeeping and repairs; Safety, Security and Emergency Planning; Management of Major Capital Improvement Projects and Restoration of property after fire/water/wind damage; and, management of small scale Commercial Space. ATTACHMEt' TB EXHIBIT B Narrative of Project The site in Lauderdale is located at 1795 Eustis Street. The parcel is a 1.69 acre site that is well positioned for multifamily with its visibility to downtown Minneapolis, as well as, easy access to two major arteries in the state of Minnesota, such as Highway 94 & Highway 280. The proposed project will consist of 114 senior affordable housing units consisting of both one and two-bedroom units. The proposed use of the project is senior housing, in which the target market will be independent senior citizens residing within and outside of the city of Lauderdale. Escalating rent levels throughout the Twin Cities continues to force Minnesotan seniors into less desirable and lower quality housing options which in turn pushes the demand for this housing need in the City of Lauderdale. The proposed project will offer housing units at rent levels affordable to residents whose income doesn't exceed 60% of the area median income providing, 15-20% savings to tenants in comparison to other new market rate properties in the Lauderdale area. Additionally, the tenants will have access to several high-quality amenities that include a community room with outdoor patio, fire pit, fitness center, and underground parking. With these savings, amenities, and new landscaping providing connections to the surrounding community this housing project is a $27,000,000 investment that the City of Lauderdale and its residents can be proud of. These apartments will be affordable to persons at or below 60% of the area median income (AMI). ATTACHMFNT B EXHIBIT B Rent Structure: Unit Type Set Aside SF Gross Rent Utility Allowance Net Rent 1 Bed/1 Bath FMR 779 $971 $78 $893 1 Bed/1 Bath 60% 779 $1,164 $78 $1,086 2 Bed/2 Bath 60% 1,140 $1,396 $95 $1,301 ® Residents can also pay $75 for parking stalls as well as an additional $25 for storage. Project Highlights/Amenities: Unit Finishes/Amenities In Unit washer/dryer, solid surface countertops, 9 ft ceilings, full stainless-steel appliance package, low -flow fixtures/LED lighting, High Efficiency HVAC. Building Amenities: Full on-site management team, secure entrance with Luxor package storage system, community room, rooftop patio, fitness center, office/conference room, underground parking. Exterior Materials: Masonry, Energy Star Windows, Concrete Fibor Board, Wood Look CFB, Metal Panel Accents. Project Demand: • Marquette Advisors Report projects 1,414 additional affordable housing units needed by 2020 in Minneapolis/St. Paul submarket. ® Vacancy rate in Lauderdale is 5.9%. ® Market research indicates that Lauderdale and surrounding Saint Paul areas have notable production shortfalls of affordable senior housing units. Parking Data: ® West Saint Paul Development (The Winslow) o Price: $65.00 ® Dominium Senior Property (The Legends at Silver Lake) o Price: $80.00 • Dominium Senior Property (The Legends of Columbia Heights) o Price: $75.00 ATTACFIMENT B EXHIBIT B Development Team Officers/Shareholders/Partners 1� William Bisanz 21 Terry Troy 3. Bob Bisanz ill Alex Bisanz Patrick Ostrom Project Contact Information Developer: Patrick Ostrom Real Estate Equities 579 Selby Ave Saint Paul, MN 55102 (651) 389-3866 postrom@reeapartments.com Borrower's Legal Counsel: Jeffrey Drennan Winthrop & Weinstine, P.A. 225 South Sixth Street Capella Tower, Ste 3500 Minneapolis, MN 55402 (612) 604-6730 jdrennan@winthrop.com Bond Underwriter: Craig Theis Dougherty & Company LLC 90 South 7th Street, Suite 4300 Minneapolis, MN 55402 (612) 376-4135 Craig.theis@doughertymarkets.com Tax Credit Bridge Loan Lender: Craig Theis Dougherty & Company LLC 90 South 7th Street, Suite 4300 Minneapolis, MN 55402 (612) 376-4135 Craig.theis@doughertymarkets.com ATTACHMENT B EXHIBIT B Architect: Petro N. Megits <aas Wilson Architects 1301 American Blvd. E, Suite 100 Bloomington, MN 55425 (612) 223-7957 petrom@kaaswilson.com Accountant: Mahoney Ulbrich Christiansen Russ P.A. Craig A. Mulcahy 10 River Park Plaza, Suite 800 Saint Paul, MN 55107 (651) 281-1852 cmulcahy@mucr.com A]TTACHMENT B EXHIBIT B Development Plan The table below identifies the key milestones dates and duration associated with each key stage of the updated development plan. Real Estate Equities - Lauderdale Senior Mousing Timeline Milestone PUD Final Approval Submittal Public Hearing to consider Alley ROW Vacation Submittal Approval of Rezoning Submittal Approval of Development Agreement Submittal Vacation of Alleyway City Council Action CUP Final PUD Rezoning City Council Action Construction Documents Completed Building Permit Application Finalize Underwriting Close Construction Start Date Complete 10/30/2020 10/23/2020 10/30/2020 10/23/2020 12/8/2020 12/8/2020 12/8/2020 4/15/2021 5/1/2021 3/1/2021 6/1/2021 6/1/2021 ATTACHMHvT B Attachment B: P roperty Location: P roject Name: P roject Owner: EXHIBIT B OPERATIONS MLANAGEMFNT PLAN (OMP) and PARKING PLAN 1795 Fustis Street, Lauderdale, MN Eustis Senior Apartments Real P state Equities (REF) After the Certificate of Occupancy (CO) has been issued for the subject Project, the following Operations Management Plan (OMP) shall be followed. This OMP shall govern the activities on the site for as long as the site is used for the Fustis Senior Apartments. Snow Removal • REE currently has five (5) snow removal vendors. The Eustis Senior Apartments will have a two-inch (2") snowfall event trigger. If an event accumulates two inches, or greater, the contractor will move/clear the snow. • The Eustis Senior Apartments will be provided with at least one snowblower and salt spreader to keep walks and drive lanes clear. • Each yeas REE snow removal vendors are contacted for a monthly fee from 11/01 to 03/31. Any two-inch snowfall event which occurs outside of that time frame is billed on a time and materials structure and REE shall ensure proper snow clearing is performed • If snow accumulation exceeds the amount of snow that can be stored on-site, then the snow will be removed from the Eustis Senioi Apartments site. Such removal shall be at the cost of REE. • Any city owned sidewalks, but on the Eustis Senioi Apartments site, shall be cleared as part of the snow removal contract and all cleating shall be performed in accordance with the local ordinances. Trash Removal • REE has multiple trash and recycling vendors and will contact the appropriate vendor based upon either the authority having local jurisdiction or upon existing vendors. All trash and recycling contracts shall be executed in accordance with local ordinances. • Trash and recycling frequency are determined by the anticipated cubic load of the Eustis Senior Apartments. At a minimum, collection will occur on two days per week., Depending on actual cubic loads collection may occur on three days per week collection schedules. The timing of collection is based upon the contracted hauler's routing of their assets. • Trash collection times on collection days vary but are generally within the 8:00 a.m. to 5:00 p.m. routine workday. All containers will be secured or removed within the normal working hours. • Multiple five (5) cubic yard waste and recycling containers will be provided to the Fustis Senior Apartments. The Eustis Senior Apartments include a trash chute, and the trash containers will be stored in the garage during non -collection times. Trash containers will be moved to an outside collection point on the day of collection by the Eustis Senior Apartments staff. ATTACI IMFIN T B EXHIBIT B • Containers that are moved from trash rooms / garages on collection day will be replaced into the trash room after the collection on the same day of collection by the Fustis Senior Apartments staff. • Parking lot or surface containers will have the same five (5) -cubic yard sizing as the garage / trash room containers. Specifications for the quantities are based upon the anticipated cubic load per community. • Parking lot or surface containers are placed into secure enclosures on a surface paiking lot and the debris from containers are removed by community staff daily as part of the grounds keeping duties and responsibilities. Parking Plan • All residents must register their vehicles and are issued a parking permit for the Eustis Senior Apartments paiking garage or surface lot. Registration and permitting allows staff to determine which vehicles are authorized to park on REE owned surface lots or garage parking stalls • REE will strongly encourage all residents and visitors to use the provided off-street parking locations including the underground parking garage • REE will monitor the use of the paid parking stalls, and it shall remain a priority to ensure residents, to the greatest extent possible rent and use the off-street parking onsite. • REE may or may not designate specific resident surface or garage parking stalls as part of the parking plan. • REE will make reasonable accommodations to residents who request specific parking / garage stalls. • REE will maintain the appropriate number of handicapped or van accessible surface lot or garage parking stalls in accordance ADA or local ordinances • REE will work collaboratively with the City on any reasonable concerns regarding on -street parking of residents from the Eustis Senior Apartments REE and the City agree collectively that it is preferrable for residents of the Eustis Senior Aparhnents use the underground garage and both parties agree to modify this Parking Plan as necessary to achieve that objective. . til o Lno 8 E c g0g`� flfid, FA Egaoo - N n G C lk g N m o n 10 CD 0) c O La o CO Real Estate Equities 2 0 0 CO '011 'Pa'd ca 0 U a) 0o 0 _0 0 !01 0 V l 18.09-C -Unit Mix by Type Total Area kkkkkk E k A V) k 0;fl k k 4,424 ft' k Ott', k J Y s Level x V- Y aa9 Y a i. Y Y f a 4 a u V Q 4' P •- 7 a+ J 9 1.111!!1 1.15!1 kkkk c4�I � a las O 41 y c a U CI a as a a :I ana nnnnn 133 �5bs5 C4� ZZ 1... m a z z 'Level 4 � t19 Area ' tlm k'F7��I f;. krk�kk -F..7.-.. to 9§ gi §sHH ci) 0 0 a� (1) -rn LU cy) ti r 1B -09-C -Unit Mix by Floor X. 1- -E. D kkkkkk aaa' V) a 1 V3313•''0 Y a Y x s a f I Y i. a Y s Level x V- Y aa9 Y a i. Y Y f a 4 a x 9 4' P •- 7 a+ J 9 1.111!!1 1.15!1 1-q a11 a las a 41 CI a CI Ci?ICil a a a nnnnn 133 �5bs5 a ZZ a z z 'Level 4 Area k'F7��I f;. krk�kk -F..7.-.. cei3':a^ i.-__.. ErEEEE keT1�a'b' �. 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CO CO 1- 0) D w oa 12 z a_ 0 c( u_ cn L11 f-- 0 L11 0 0 0 1 C(3 d }v)9DDJQ S\ 6J-Sneti»vaS9Pn393L11WKPflel331Y00)911.WO11'S2l10 1'N Ef SO 9 07.0M01 VIEW NORTHEAST FROM COURTYARD Sna; wro h6t'I U>1M SSEEM�'J O U H z r L 10 0) c N 0 0 c/) 0 J Real Estate Equities 0 a 0 g s 1- S cc t 0 m ry O 0 UO•J W t p 0 2 , W 0 O O CO 1 leg d yw 2 -4 0 U 0 K 0 O tb 0 , 0. >' w Z 00 O d 23 t 1 � 2 " m • zzaikp iJ Ti000 W i < W W 2J -J > a a 00 g < 2 2Gz 00© t 50 O8t 0 J � $ 0 CC 2a O U O Z O COLOR: TBD tO W t O p0 W 0 U wF OJ pO tFF W W t 00 CC U S0 J xx �. 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'gad 0 m x L11 L, -11 U H z 0 0 o co I- w 8 ok O O w U OJ U • O m • ce • O J O tLi O Di 2 cc w yZ z CC U U W O w CJ � 0 , I al �OW 36e z o z E z Y gN k O 88�v<W= > 2 2 D CC Z Z0003< 4$:c K `z 0 ¢ - UJ O. n U o < iG00 '00 w LL 0 O 8g LL LL p CC O CO D a Ed p W J U 8 o lz CI Z 3 0 W w, W 1- a z 0 5 a Q• 3 eu b w 8 30 PM00 @ 0 KILO *gilt FHNzdtit .S Si I•i► 4t'3tC 41 Piled•a.W SS S-.1 VuVD-LP-SA6u<r {x aS 3961liW eY3321-3.60.21 01k'a813I a g c :- O n .1 0 w• - O c p0 O 10 CIO lig ;V PN -id 1' If .fS -1C VsV :7.9) 9 OAY/Of1O I 0 ILO 1 0 Y ! spe:tpiy UOs7.51 setN r46.40:0 ATTACHMENT D 2 2 oc 3 4 141 2 V t ' 5 m ° 3 a =-2 s; E "Ly U =`N,zi D rigs - 0 J mz sA m. ti EE so -133 F" evE tit a n- 1-12 o m On A d Ea AZ 2% 4v 9 A Ea. o E. 0 AO uA m. Semgas,- Ass - $ifit Vo° €ta _ _ J 4 o E - E - E 3 I °s n E P O 16 c s t ct E 32 s 3 t2 $ r° E d€ 422 0 Rhe following item F _ 5 s 8 t =Its EY R fi E ' 8 tE M a Ea 2 _E Edi mt gl te St it E -t £A Rate Map No. 2712C0080G. Community Panel No. 8 rr E E c 4 E ° OE kE - S. €me ` ni A L 3e xs at mo co 44 tt Sa tS 03 s8. 8. ti Ens vn Ott oA ts It Ft oS Vo 0 `x -00 2.3 s E 9 57222 o 69 we 08 z 221 3U0 °d: d°gG AT44 412Z¢ "c4- P amv.sraaa off; 2 P 11 w 0 3 2. st'> <WO ,5;$`750 G8 fCCGCx esEFB�g 1,62 ° a° d 5SASalibc'0 2213E't ti FcmomAnw AA :' `0`�' o.; a3??ov 221 St iatsfo a e3EigtS 222T 1 o a Bo t c t 44 i 40 0 8 ff € o E o 2 E C 44d1 ALO (44 nro not more of any 2 E F g 0S E 8 k 1-o 1. The Surveyor was not provided utility cayemeniclocumenta for Me NMI n aro 6 inch diametor at breast height or greater. Other bees less than 6 ri 0 w t En E an Tt Zit E 3Cm '. E t2-6 5E 3 _u tooaE ys a° $ TI P• ==Y rtril ii to -2 'E t =aAs 3 „4 2 322 c 23 039 E0= 111 2 sE n2,44 >0 � P. 0 (00 1 leen (169 -is coYo J) +. lea * .weaen3 --M. —r r /arid/tire 31/at-G 4 491 - .044 • es. r W OA78/y 1 '4 444 •-411\141111A1 0111144 • 33 • ATTACHMENT D SURVEY LEGEND !))!)4 ;P “55 ; r! •--.tW111 Illll{IIIIIIIIII, 392-3); • !!!;i!!!; (0.`")).5 _ c + � 9 \- - y . 1 / • • »am & 1 1 \! • \q Jv t . 1 • x «� 3 : _; , w, • • Sutt ATTACHMENT D DEMOLITION LEG 02 z 692 al au I-1 22- 02- 93,1 -72 ;377 712 g57 365 \}q 3766 Q\ §§;W A!\! d9 4 §\ 3 336 0 (\\ 8o- 669 ƒ }� 7 27 98 86 84 rEr 77 uf 67 55 44 04 76 00 OE t7 79 29 55 to to zz tts tsh zwi \ $70- -261 } 076 3769 635-51 08 S\ W M\ 679 676 573 669 63- \z 5 8( _ 65( � . 763 `66666693\\\\\\\\\\\\669\\\\\\\743• A #! i _9 yv r 3 Lill u 1 3LEJ L02 0 .; 1 4 5 1 7"1"...t 'S Col F:9 kJ2 _ceo Ll1.2 og?G.2 135 co L 9: 68 gag eeO eeHez to 0;!a 4 2? 22 gd 161d oG 33 £ 55 Seo € 888 as - Fe le do ny9 E 3_e_- sct- 8 E • 30< Le 7 5 05 6 26 zu go b t3 8n g U g zzouOgg 4 i 0,5 o" E gt gg c ts 0 u nn o Z 0G a no 95 G F2 —, OMM Mg (hays tl:o EEO J0949 e1en3 CEod • r 1_ 1 rOZIOVOZZaZ ATTACHMENT D J \ O m\ » \ 7, -- / /- ~ 0 n:5ni E -6c 7. a 1 ] 2i §2§« \1{§2§\ LT tt on to 2. }eg }} =0 ng (0 882 ƒ {[!( ƒ ƒ0 6j1 P/g D R SPECIAL WATERS SEARCH MAP CONSTRUCTION STORMWA • c a 0 o ata pz °2-- tc w zp_ -o CEPz 2 45 3 o,a t.. GcaXGA 3 -0000 <z1iP °5E z , e a RUCTION Aa vrES ARE AS FOLLOWS: 0 Q G0 2 po t\ v F qt z ¢" �Z c 5 E H NONFUNCTIONAL. OR in HALT o er 2 '5 8 r 7sy 3 < o3 Yuu° °. 5 re or. rr0 0 5z E � C V. zo o zo UTD op ?a oz re Qz uz 535, 'to TORE SILT FENCE AND ZLPZ <P"sO °�10 G58? tR o orng s� 1 cfgo et O Wc<Sc uric s cq 0 oukto cs- I DISCHARGES OR IS NM pp zz09ca t;t6 t zz 3 G X° 14 a 14S €$ cp oz 5 04try. taC ao G za i 63 0 Zt lei:CE 9,e c5g rC -o2, 0 z re 3 G G .27 Q _ 3 - z IL 2Og 64 o0 02� 6L" La; Lis bo co°at, at LS AND/OR GULLIES. SLOPE TENGTHS go 07 4r:,}�. — ;,tip' rrr ?r" h,5. 0 zuzzoE 8 2 0 2 01 )11' & 0.5m. 5? -.193; 0 SVap 0 wu r0 zw 0 0 PE 6-0 ac cc 0 ON Ge <G 15,2 0266 tff 2"- DO cm Bg LO auRn 3S oZ. op pZoOC 65as-oo SO< PJ =VgAm eZ “Tc 6i EZ mt :g wZ Go E zLooDOop S0110 WASTE MUST BE DISPOSED E PROPERLY AND MUST COMPLY WITH MPGA DISPOSAL REQUIRE ctc Let 5 Go Ott zc mo -z 0 0 >2 cap <00 E3p e s-- En-S=oi6 OF tt-tza t<Ez Pr-woo cc zo 55fltG1 5-!-2635 555 aG -y056 o o04,ft aa 50 pOp I05- i6 Go zz rb-tz OF,LS OZ° pb.. tattSz 0 03 Uz-00z E 2_ t ,r tl z,y o ero 9-4G [CURSOR PRIOR TO RESUMING wzzz.� 00 3za'M` a 14 tt EROSION CONTROLS 00 WIMCO ROAD DRAIN, OR APPROVED EOUAL U Col0 z a a0 DESCRIPTION UNIT 1 TEMPORARY ROCK CONSTRUCTION ENTRANCE 1 EA. EROSION CONTROL BLANKET Sr DI 0 irt b a UNIVERSITY OF MINNESOTA Samuel Trebesch E a. a. ATTACHMENT D POOViOnlowe 5 2s yu 5 _ 63 9 0 z 9i tPE U '`` 720:x 2D 0 I[ pez=°olag z os z zo DZ 7 0 0 u 6-7 56 ; a -666 667 . 9 w ATTACHMENT D t 4p-1 11 llli1,1 1 1 a{o 5 !3o&£k-iu J J I 00045 40048 :1'O b,) s4en3 <045 00 gra 2455- `50 E?c'' E546g tet. g°2- 56255g +28 4gu romz 0C N• aa 0906 ,z°. 1676 O 516 dS77 • 'd 7;• t mA'5670 Am u ! e ;;:;;;: 7O 6185j SE OG Lo '4 € a 3 63 _ 5 &3' s G.0 g -G4 O 0- rala- a 88355 Gm at- 6f410,2. 64103 5 G 3 &L £ S.a GU' '- _._ Di x ..,C 69 i S O 9 ✓ z eo5 5 5 0 cyg F4 G /z6 7 80 5 56 o 66 a v5 6 0 _ _:3 2-62.6.76 5zeate 64m5ego as 055 5-5 Gr 0u.um88. gE 39 g a mz.5 �, ttlQ9 ti E`ag 6Z £ ao i cz,5 S r� o § !3. u 7 G 13664qm 0 72E 883 35 _ uQ<_ 9e r W°49 f1AOA/8W a Rt a 0• z thz 8”d Z0 u= 6t9 0°B 25 N • o D2 $ 564 Z2.6f • C 45 asm pp ?8°1 05 G t6n g48 E56 re to _ 7U 66NA , / )( actfi 0 • • ATTACHMENT D 0 5.1 • ta 5° ) 0 \x o O G«. p t! 6 y . ,o \• I: \ (� = § on T § / ) T•¢ / 7.61 -it .64- d) \� / ! 04 8 Li�y \ . e ) ! \ y� �_ #■/) e I: \)§u a :=LCuCKS ta 5° ) 0 \x o O G«. p t! 6 y . ,o \• I: \ (� = § on T § / ) T•¢ / 7.61 -it .64- \ ! / ) PLANT SCHEDt1LE dG 3 ! 2 \; d !; \ /)\ /g - \\ M CONY g \:GGg !2g SOTADICAL NASD ,} .. 0 }\ ) ». a. ! \) 21 zE| , ) Sp!\ y /sb !\ BOTANICAL NAME .•.I t 2 . }} 'COMMON NAME E. ! } ) i ! \]\ \` .; \ }} ) )}\\\}} \ 0O ,}) 44 IRON Nom oDI Mo _ }0 ,( as Dr ICOMMON NAME.._____ 11 IS !CAPTAIN DRY AOSTA EN I.,.�„u,MINT u !DAD .:,E.�..DAYDLV _....I :n \ }` (DCODDow.N« I 0 0 FwkCRFIN TR[h_. 0 ION.MMLN,AD,..M. 41: !, } 8 R !,!z!, ATTACHMENT D [ m 14.g t;r9 reg 02 g6 \\\ )\- mg gm \\iFe �-: ;Es ± E y! FEE25X OA } az U Eg e4444 20° } 65 26966 2 6559 3 <5525 0 o r !r r Attachment E October 30tht, 2020 Ms. Jennifer Haskamp SHC LLC Final PUD: City of Lauderdale, Eustis Street Redevelopment Dear Ms. Haskamp, Site Security, et Al (Note - additional questions regarding construction are added to this section) • Is it possible to allow residents to use the existing "alleyway" east -west tempo arily until the new drive is available to Eustis Street. This requires the fence to be moved to the north size of the alley until the new drive is available. These two plans should be coordinated. Please update the drawing for the submittal. o Schoeppner Inc Response- The construction fence will be located such that the "alleyway" can be utilized by the public. • How tall is the security fencing? o Schoeppner Inc Response- 6'-0" tall chain link security fence • Will there be "screening" on the fencing — oftentimes the fencing includes visual screening, so that the construction activities are not visible, is this the case? We are concerned about safety, so your suggestions/feedback are requested. o Schoeppner Inc Response- If screening is a requirement it will be provided. • Please provide some details regarding Security Night Lighting — will it be visible from neighbors, around the perimeter, down cast, etc. o Schoeppner Inc Response- Temp lighting is provided inside the building 24 hours a day and a small night light is left on at the job trailer. Lighting will not be case off the site. • Parking — where will construction workers park? It is assumed that Spring & Malvern at 1795 will be enough, is that a fair assumption? What about parking of any equipment/etc.? o Schoeppner Inc Response- Delivery vehicles, storage containers and equipment will be parked within the site boundaries (within the security fence). Automobile parking for workers will be street parking along Spring and Malvern Streets. • Circulation and Haul Routes — can you provide an overview? o Schoeppner Inc Response- Final Haul Routes will be coordinated with the City's Traffic Engineer but assumed that most delivery traffic would come from Hwy 280 to Larpenteur Ave to Eustis Street. • Do you have a plan for dust control? Street washing to minimize dust/dirt on roadways especially during early construction? o Schoeppner Inc Response- Crushed rock tracking pads will be installed at the site exit locations. Roads will be scraped/swept on a consistent basis when trucks/vehicles leave the site. Storm inlets will be protected with filter fabric/bail logs. These items are all requirements of our NPDES permit. Watering will be utilized during demolition when necessary. Attachment E • Vibration — neighbors are concerned about the potential damage to foundations, etc., due to the construction. Do you have any guidance you could provide from previous projects where you may have addressed this type of concern? How do you address/mitigate/etc. this if damage does occur? o Schoeppner Inc Response- Demolition of the existing building will be completed with track hoes and small hydraulic hammers and no pylon footings are currently known to be required. Therefore, there will be no activities that will create a vibration level which will cause issues with surrounding properties. Sincerely, Patrick Ostrom Managing 1 )eveloprnent Partner Real Estate Equities Measures: Other Securit I ( 0 O 0i cts V) Leo w a) • Security Cameras Throughout Jobsite • Construction Security Night Lighting 0 a. Lockable Construction a) U ics c w Chainlink Security Fencing UU83MYt • AS 46) ATTACHMENT F EASEMENT VACATION October 29, 2020 A perpetual easement for public right-of-way, landscaping and other purposes over, under, across and through the South 22.5 feet of Lot 23, Block 10, Lauderdale's East Side Addition to Minneapolis. ATTACHMENT F s EASEMENT VACATI O N October 29, 2020 S 0 Q U c 03 O Cns U a easement for CO M 1' 0 0 0 d - N 0 S s • O O L a C C c cB k o •411 16-O I- Q ,O sco •— Q : Q 1- L w w w z I ' gic r - NI ' L ' Aellif 00'091 OZ'08 3„ 91, 04'o OS 1 L Omits 1 J c\I 95 M„ oz, 5Z®oN 40949 �- 5'ZZ INNIN • 1 _ I t L l L -a- 4- 1 1 -973 589033134 "W 1 J L4. < a _ Ena 4:30U a) E ri O ON O > N> (D a) a) (d 4-' Q_ t- (1) (1) Q. o ID; N t_• -0 r� O .J c -0 M Q. c a) ci _J N s E (13 4-4_ (4J s� tc 0) U c O -0 • ;- ca) s a _ () License No. 48988 DVA HX9-ti1798 LS\SaI!d TaayS 6MP \)\dAHnS\` IVG GGVJ\171798 L\8 LOZVM ATTACHMENT F NGRESS & EGRESS EASEMENT October 28, 2020 c Cd � O u) CO O c C J o>TN O DC SCD O o U O > .n co o c -0 _! �O �1 Q w tz O z O - (Nei 2 70 0I O I— z O -F 0 Q 13 0) O L W 4-O C!) J LU 4--O J < o a) ffj 0 TO D V J �`• J O O U -c o �-- m c 1' O 9- O c O c a) x a3 a3 4a 1' 4-6 1' O c c > W (o 4-- O (6 Q of 2 Sheets 1 a) erg 71/4( L 4-' c0 O V? O N w c c O E L. 4- a) o c a) D o L V') o a) aJ 4J 0 a) a) L a Q L- C) Qi a) Q • g tn D cuc L 03 O .J c a) 9A a c a) (n 0 c13 ti' a) Q License No. 48988 J a_ 1 0 c c0 c0 L DVA HX9-VV98 LS\S3I!d 1001 -IS 6^^p \A9AHf1S\b'lda aGVD\t7V98 L\8 LOZ\:M ATTACHMENT F <1 ()Dayq‘c > 0 CI )11 ) JeeJJs T1J9fl3 ['g '95'0] LL '6fZ 3„ ! 5, 9f0 QS 1 1 1 1 fes- , �- rn K_ 4-, --#__, NI `� (40 J N I oNN • Jo L.LJ• 1 .c o \\�i� J J 1 Zot 1 // /l�`\ I/ / 1 1 , 1.,\I W `W /,H (0 W �, . 1 , , , i o W J (OLo (f) \,.., I ' I O 0 k1 Lr L4.J J I J 0 N- 44 te\ r 1 ? 1 • ` L .... _j / r / W t _ L 4_ 0 r co L ' I 'C O L1J `,J -L J ---1 ,,j � r�� o0 J �Li_ 1\ eel �i� _�;\ x°) 06 \ N 1 1,_ -- 1 e N1 �0 1 / ``, N 1 C 11 1 � .4 11\ -c*- - D 91 f t 1 \ I 1 . i 7.--- cc,1-- \ INe T1 H t I '' ) ) ►_ / ' /1 Yl A �� / 1 l/ / / 1 / I .J /..; / 1 / I V / 1___L i 1 W LL z \ , J W U 00 Opp 0N in i 03 (• -- / CO 0 k 00 w C 1 1 1 L / C:2 C - it r11 E 4- O • 3 4--; � 4--; CL • -0 O c �1- °, ftiCe? ts; O .J c -0 CO N a- c a) a) —) N -0 V) (13 LE - 03 �— 4-4 4- -0 a) co License No. 48988 DVA HXR-1VV98 LS\SGI!H TGByS 6^^10 \AAAHf S\VIVa GGVJ\V-b98 L\8 LOZVM AS PRESENTED ATTACHMENT 2: STAFF REPORT MARCH 8, 2022 AS PRESENTED MEMORANDUM To: Mayor and City Council Date: November 20, 2020 CC: Heather Butkowski, City RE: Application to vacate public right - Administrator of -way and landscape easement at 1795 Eustis Street Application and Process Summary The Applicant, Real Estate Equities (REE), on behalf of the City of Lauderdale (Owner), has applied to vacate a public right-of-way and landscape easement on the subject property. The Applicant is working through a Planned Unit Development (PUD) process to redevelop the site at 1795 Eustis Street with an affordable senior apartment project (Project). The Applicant received Development Stage PUD approval in July of 2019 with conditions as noted in Resolution #070919B. Conditions #3 and 4 in the resolution state that an application to vacate the easement must be made, and that any approval of the Final PUD and Rezoning must be conditioned on the approved vacation. A duly noticed public hearing has been scheduled for the regular City Council meeting on November 24, 2020. The purpose of the hearing is to solicit public testimony regarding the proposed request to vacate the easement as identified in the Attachments to this staff report. The following staff report is provided for your review and consideration. Application Summary The Applicant, on behalf of the Owner, has requested approval to vacate a right-of-way and landscape easement on the southwestern edge of the subject property located at 1795 Eustis Street. The current site configuration connects the east -west alley along the southwestern edge to the north -south alley which runs parallel to Eustis Street and connects to Ione Street to the south. The existing configuration allow both ingress and egress to all single-family properties and the subject site to either Malvern Street or Ione Street (i.e. it is a through -alley). This application proposes to swap the current ingress/egress easement from its current location extending from the north -south alley west to Malvern Street, and replacing it with a new east -west easement to provide ingress/egress to Eustis Street that will be provided through the main access driveway on the Project site when developed. (See Attachment A: Vacation & Easement Location Key) The following list of attachments are provided to assist in your review of the following staff report and analysis: • Attachment A: Vacation & Easement Location Key • Attachment B: Alley Vacation Application and Exhibit 2 AS PRESENTED Application to Vacate Ailey The existing right-of-way and landscape easement area is currently developed with an approximately 10 -foot traveled surface that connects from Malvern Street to the perpendicular north -south alleyway that runs north - south connecting to Ione Street. The existing configuration allows for through -access to all properties on this block which is generally bound by Ione Street on the south, Malvern Street on the West, Spring Street on the north and Eustis Street on the south. The application materials submitted in Attachment B identify 1) the portion of easement to be vacated, and 2) a new public right-of-way easement for access to be dedicated if the proposed Project is approved. The Applicant proposes to "swap" the east -west alley easement area from ingress/egress from Malvern to ingress/egress to Eustis Street. The "swap" will result in a new easement dedicated for public use through the proposed Project site to align with the newly developed main access into the site from Eustis. This swap will protect the through -access for all residents on this block but will alter their route from Malvern to Eustis Street. This exchange or swap was shown on the Concept Plan and in the Development Stage PUD process. In concept this configuration was approved, but a formal application and consideration of the vacation is required per MN State Statute. When considering a request to vacate a public right-of-way easement the City Council must consider MN State Statute 412.851 which states, "No vacation shall be made unless it appears in the interest of the public to do so..." Analysis and Review The reconfiguration and redevelopment of the site necessitates changing the public right-of-way easement on the subject Property. Swapping the access easements results in generally the same ingress/egress to the properties on this block and maintains through -access for residents and emergency vehicles. The reconfiguration ofthe site is acceptable, and staffbelieves that the proposed vacation is in the interest ofthe public provided an alternate access location to Eustis Street is granted as depicted in Attachment B. As noted in the Final PUD review process, site construction activities will include demolition of all structures and improvements on the subject property. Staff has discussed with the Applicant the need to maintain the existing alleyway to Malvern Street until such time that the new access to Eustis Street is constructed and operational. Staffsuggests including a condition of approval that the demolition of the existing alleyway may not be completed until the new easement access to Eustis Street is constructed and open for public use. As noted at the November 10, 2020 City Council meeting, staff suggests consideration of the following addition conditions to be included in the resolution granting approval of the requested vacation: • The vacation is approved conditioned on the successful closing on the subject property by the Applicant and that they become the fee title owner. 3 AS PRESENTED jLu • The new right-of-way easement to Eustis Stree'f ?l all be drafted to ensure the public right to use the driveway for ingress and egress is perpetual. Such easement language shall be reviewed and approved by the City Attorney. • The vacation may not be recorded until the Final PUD and Development Agreement are executed. Next Steps After public testimony and discussion, Staff requests direction to prepare a resolution of approval with conditions, or denial with findings to be presented at the regular December 8, 2020 City Council meeting. o 3 In r . 0) c ■o V O c 0) E 0) w csa 0 malRS) Q i V Q 0 a 0 O a LL O OL 2 Oc cc o a 5 0 Lots 1 to 6 inclusive, Block 10, Lauderdale's East Sido Addition Lots 23 to 30 inclusive, Block 10, Lauderdale's East Sido Addition 0 0 O « a 0 O 0 0 t- 8 }a • m O 2a 0 G Z � 0 O • E o c T -63 Y O Gm « c O c I- 0 3a3 • ®000so 5 a 3 3 1 0 1. • O < . c a fel g e? din i •r Z 0 2 2 A tu • E E O U u u0 0 c co 0 c U L 0 a a m u v1 un Y 0 • (1■ e az O. ca X° it?) « c a -o ° o 8.P" ,I l7 Ott sa 6- o E 0 p O 0 V E E Ez M & i. m - 4, 0 ° c m33 05 0 0_« .c 3c o ° E o `i1 U 2 O C - m 03 o � c 0 = eC m u R •C 2 `'m n c ° E t- c1360 o C no -0 4 PC I ° o m OUoyy a -c c� 1 2. 31 1 through 5 do not require comment. 1 1 J 0 2 Subject to resolved easements for utilities in the vacated alloy as set forth In Document No. O 0 0 4 {I1 W n 0 O 3 O u m gj O t oa O Eo .13 2Q c L L N en� a z T E 3 0 171 L Y u Ce c ri `-4 ._♦ ♦to. 1♦ I ;•••• • /- s 1 •. ' • I •• -i • -• • •i' • • -t • N w a O c c 0 S 2 3 W 4 t lel P d E n a r t. o c 01 E E o cc U 0 c d. a 013 ch 8 n3 E U 0 O N o -a n O N O e) 0 E ° 2 EL i t 12 U 6 N Em f.; el 0 m O n y9 E t s 0 O 4 O 3 E« in OYO ° = V « o L N a Es -c0 c _'.5c -0 a 3 .0 g 56 0 -§n O E O ° 3 c E vmE C C O ? 0OnG O 0 c a �d n Z 22 O O O 6 a x u o E c -1 O _t u O O N r4 v -00 .3 ° o u c 3 .O. m` a C c a O,o 3 3 O O -O u • 0a 0 =-0 „• a d .1 ° ElO ovxO E c a� °.3 zv mo al. oo°y� N N 1 L 4. Tho Gross land aroo Is 73,262 +1- square (oet or 1.68 +1- acres. 6 0 3 3 U 0 C 0 v O «c° O L N - o 3 1- 45 -50 C V O I T N g? c m a ° 0p N r0 0 0 •• o a 30 U c `3 u ° m -5 c a ° ma O n aw T O N 0.11 m O•. a -c o o a oa ZE n '0 7. (a) Exterior dimensions of all buildings arc shown at ground level. 8. Substantial features observed in the process of conducting fieldwork, are shown hereon. 9. There are no striped parking stalls on this site. 10. (o) There are no observable division or party walls on this site. 0 c O a 0 2 F '.uwcY 4St.CD C 0 9 N u O L a O O O N O m O N P N O ul .091r,„ N v1 a r. C! 2 0. v` a a m 2`32`3 �o2 11 0. 0 pb 2 7 W u o Q 0 0 gop a 3 z 4 Z 544 2 U 0 os W et In O m D Z wriIQ !<QO c _V I. QQ 1._ J -1-I J 2 m c 002011j „E Q2Zaaaiu a G UUU2C,to; t t x m O v= • 05 P OI c u I a 0 0 L 0 12 3 • . 1-' 1 1 1 ei /11 I 1111 11 1 11 11 1 11 1 1 •• I _.- 1 •J \J O C t «g. EEE m m c < « W OQay l u7 8 2Q° e cc 0 Z -1-7 O D S01 m 5 5, r `m c :5; 000L mZ‘3211; =r c4 i; -O A � O m� �N goo 51 mO _�sC Ei tC sgo `� LL0y- ««mOmzea=e m0 - ? 00 c«tPN o$ OUn a ac o� mw00 • E, ° mbz o C O O m m O La r„. e e o o 3Q 40 O .. , N m 1-5 A a io00 -26 a C C 5 PW $0 0 o Ct 6O CJ 4. cIo WO: LLI 0a -0c «ww 'O-710 ' 0cO y sc a O 200 oa4$r c- E>Pao 3�♦tY UOo 1 Ru0oVcOi -1-1111-1/• 1 111.4 •4 • I I / -1 /' M 1 • I •/ •/ • • •• 13. The names of the adjoining owners, as shown hereon, aro based on information obtained from current tax records. • • 1 ! / J< •- lJ O e a a. 0 a O ° O « 0 oN O m `I .S Y o n C 0 71se o -13m 01 i, ` C `It a Y •3 c a ° O c O t O u c G c u s v c i a >, 3 3 0 m C L O L E iy c t o 3 c v E o� e V c J P. m O 0 u O1 V c •a a o $ a c _ c° ° 0 0 IEel 3 O 0-0 O 'd G :_ii O a 0 0 m « c p c c c c -0 P_ u o g o-.3 m3 3 o 8 30 c G <i r 18. We have not been provided with any Information on wetland delineation markers, as determined by a qualified specialist 1 1 (�aadJS )1°o D -Y!) 1 °'1 -•_--v __ -_ *PI __ --yn__ tan Cat-- __W_ - _- --le- - - to 1e C , (4•01e1 jr.N-:6 n,.0 f tPi1�,I if° 1 `b jams sign; =t et e••J 19. We are not aware of any plottable offsite (i.e., nppurtenant) easements or servitudes for this site. 0 2 0 G t a Y z N Tho Surveyor was not provided utility easement documents for the subject property except for those shown on the Survey. • a 5 Snow and Ice conditions during winter months moy obscure otherwise visible evidence of on site Improvements and/or utilities. j` 31: ri r1�•IS `] r i1l-71i -I ➢PJ V 7i ttl% sn''1 1[4:-.111 ►. oft .s In‘,t• ?*7 • 3141 111 The bearings for this survey are based on the Ramsey County Coordinate System NAD 83 (1986 Adjust). -•e IL • -u- • 1 t 1.4 • (MPC21 nin ,3 lc CS lb 3 1 • 1 •IM 3 sa N 0 cp 4) 730 CD EE viimo .ttsc .€ag'- }., ..1..17-(1170 <V f41a=00 0d •:L1 <1 i'!T+ I•h wax.- 111 lij is a < 1 4 , r If necessary, the process should be started to get the utility easements released that wore retained In the vacated alley. ID 0 • • • �• 4 • •1 • -- I It •1 • • • • •• • • 1 • ' - • i: • A E 1 ::: • e; • F • • • 73.0 E•c. • 1_ et - 04 ti 1 1 co et N is :4. 2 ra U 47. <-D •, 1 • • 1 / I • °- a .-7 F Deo e E - O n 01. cc y c y m >'1. u E c a -` E - 00 C N TA U v O .55 c m o0 5 4"4 c Ge v E 0U C V u X<0 G c J c 0 < O • o -o r v ° a 0 3 Ev o 3 o«a a 0 2" a u a U m m 3 ?. a f c M0 O a . -5 3 o u 0 v j «4 Z• 3 o O 55 0r tilia o ? ' O sg E 0 g° S c ....4, . 2 0. C O C O ryc 0 co -a Ev o In 2 - 44 Sam c a .r3 of U u ° •-• Z• o E-: 0 ft' .- 9o • • 1» • O i N lb 1; \ 4 AGM et. a - •• to / • <# • • • • • • • _. • 1 f]. 7. a) r atein ' o tr -J J 4 %%%%%%%%%% 1 Sti 1•1 %%%% • Pa PIP .•• '04 " I111„• •♦♦' Date of Plat or Map: January 16, 2019 0 O c tt •4 • 1 1 . • ev •. • • • • 71, C-14 I ; • • 11 1 • • 0-1 In Mk Lill via • 1 7) YEE ATTACHMENT B EASEMENT VACATION October 29, 2020 A perpetual easement for public right-of-way, landscaping and other purposes over, under, across and through the South 22.5 feet of Lot 23, Block 10, Lauderdale's East Side Addition to Minneapolis. ATTACHMENT B 11 z 0 1- U z W tP easement for F— w w w z LU U U) / • / 0011. "4 1011 V ova] o01o8 3,,9r, oL,os L L r L 1 L r L Noma 1 J 9C2If NI„OZ', G4ON a S'ZZ r L r L N (31 00 kid (IS N N UJ�A/ 9J4J 1 r� Ly woo r- ± LI N CN O 45 L O Q) E License No. 48988 DVA HXT-17V98 LS\sOI!H 1-03L1S 6^^p \)OANnS\dlda QadJ\17VV98 L\8 LOz\:M ATTACHMENT B INGRESS & EGRESS EASEMENT October 28, 2020 c — Ri (6 O a) 6 co- C -46 45 O •D T .-I O a) o `+- O CD O ›NCD � O7 O _c _ E 2 O O O p S` >,W -0 ___I Otl O 2 O T O W c �z _ct CD Z 4 o O C (Nei a) n0 r e i z 0)C O c o 1- ••>, U) 0 a) Q < 00 N W -O >1 L C C� LU Lon Q O O L L1 .c r 4- -1 of 2 Sheets wcr NO co iv6 z +H 0 0) • -1 0 a_ u) J License No. 48988 DV/C HXa-71798 LS\sapid BOOL SMP \A9ANnS\VIVA aGVD\t/t98 L\8 LOZvM ATTACHMENT B 1 (iaa.qc )1D0 o>11) ;owls sp n3 ['g 49f3] 11 i65 ' 31, I 5, goo os 1 I I I I „t; NI L1 N �, ,L� •c J O 11 L I`--- M \ 1i 1 1 I J L , JW0 II II 1 Line Of Lot 1 / 1 / 1// W QD (DC O k1 (xr^' J 0 vJ NrS O 0 11 Ho:s' \ \ 1 A _l 1 1 / / I - / 1 t l ) / / / 1 V as W LL z W J U U) --0•J! 4- N ' /1 Yl A � J AJ / I J Y 4 1 -J NI` N N 0 00 O z J1 a) 0 U 0 License No. 48988 DVA HX]-VV98 LS\S0I!d T-GBLIS 6^^p \A9AH lS\VIVA GGVJ\V1798 L\8 LOz\71/1