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05/24/2022
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 May 10, 2022 City Council Meeting c. Claims Totaling $24 256.41 4. CONSENT a. April Financial Report b. Liquor License for Day in the Park 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. Building Safety Month Proclamation and Update by Rum River Consultants b. Resolution No. 052422A — Approving the Sale of 1795 Eustis Street and Authorizing Execution of the Revised Purchase and Development Agreement Related Thereto c. Annual Liability Insurance Renewal and Tort Waiver Questionnaire d. Resolution No. 052422B — Providing for the Prepayment and Redemption of the City's Taxable General Obligation Tax Increment Revenue Refunding Bonds, Series 2021A 9. ITEMS REMOVED FROM THE CONSENT AGENDA 10 ADDITIONAL ITEMS 11. SET AGENDA FOR NEXT MEETING a. Green Step Cities Update b. Draft Administrative Citation Program c. Update from Eureka Recycling Staff LAUDERDALE CITY COUNCIL MEETING AGENDA 7:00 P.M. TUESDAY, MAY 24, 2022 LAUDERDALE CITY HALL, 1891 WALNUT STREET 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 May 10, 2022 City Council Meeting c. Claims Totaling $24 256.41 4. CONSENT a. April Financial Report b. Liquor License for Day in the Park 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. Building Safety Month Proclamation and Update by Rum River Consultants b. Resolution No. 052422A — Approving the Sale of 1795 Eustis Street and Authorizing Execution of the Revised Purchase and Development Agreement Related Thereto c. Annual Liability Insurance Renewal and Tort Waiver Questionnaire d. Resolution No. 052422B — Providing for the Prepayment and Redemption of the City's Taxable General Obligation Tax Increment Revenue Refunding Bonds, Series 2021A 9. ITEMS REMOVED FROM THE CONSENT AGENDA 10 ADDITIONAL ITEMS 11. SET AGENDA FOR NEXT MEETING a. Green Step Cities Update b. Draft Administrative Citation Program c. Update from Eureka Recycling Staff 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 requested to limit their comments to three (3) 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 Or der and the standing rules of order and business of the City Council, is welcomed and your cooperation is greatly appreciated. 13. ADJOURNMENT To provide public comments, join us via Zoom. You are invited to a Zoom webinar. When: May 24, 2022 07:00 PM Central Time (US and Canada) Topic: May 24, 2022 City Council Webinar Please click the link below to join the webinar: htt s://us02web.zoom.us/ /87204140844? wd=dXZuNkV •1E0cnF57GJWcXNVcVh dz09 Passcode 614622 Or One tap mobile : US +13017158592„87204140844# or+13126266799„8720414084411 Or Telephone: Dial(foi higher quality, dial a number based on your current location): US: +1 301 715 8592 or +1 312 626 6799 or +1 646 558 8656 or +1 253 215 8782 or +1 346 248 7799 or +1 669 900 9128 or 833 548 0276 (Toll Free) or 833 548 0282 (Toll Free) or 877 853 5247 (Toll Flee) 01 888 788 0099 (Toll Free) Webinar ID: 872 0414 0844 International numbers available: https://us02web.zoom.us/u/kbozXYRW7y LAUD hRDAL ice, CITY COUNCIL MF hTING MINUTES Lauderdale City Hall 1891 Walnut Street Lauderdale, MN 55113 Page 1 of 2 May 10, 2022 Call to Order Mayor Gaasch called the Regular City Council meeting to order at 7:00 p.m. Roll Call Councilors present: Andi Moffatt, Jeff Dains, Roxanne Grove, Duane Pulford, and Mayor Mary Gaasch. Councilors absent: none. Staff present: Heather Butkowski, City Administrator and Jim Bownik, Assistant to the City Administrator. Approvals Mayor Gaasch asked if there were any additions to the meeting agenda. There being none, Councilor Pulford moved and seconded by Councilor Grove to approve the agenda. Motion carried unanimously. Mayor Gaasch asked if there were any corrections to the minutes of the April 26, 2022 city council meeting. There being none, Councilor Dains moved and seconded by Councilor Grove to approve the minutes of the April 26, 2022 city council meeting. Motion carried unanimously. Mayor Gaasch asked if there were any questions on the claims. There being none, Councilor Grove moved and seconded by Councilor Pulford to approve the claims totaling $110,955.01. Motion carried unanimously. Consent Councilor Moffatt moved and seconded by Councilor Grove to approve the Consent Agenda thereby approving the pay increase for public works employee Gordy Beck for holding an MPCA wastewater operator's license. Informational Presentations/Reports A. Briefing with Ramsey County Attorney John Choi County Attorney Choi presented on his office's work to the Council. He touched on adult and youth crime statistics and the philosophy of his office on whether to prosecute particular crimes like drug possession and carjackings. He also discussed the on-going impact of COVID-19 on the court system as the backlog of cases have not been resolved. B. City Council Updates Mayor Gaasch noted the Regional Council of Mayors' discuss around the number of children waiting for mental health services. LAUD Fi,RDAL F, CITY COUNCIL MEFTING MINUTF,S Lauderdale City Hall 1891 Walnut Street Lauderdale, MN 55113 Page 2 of 2 May 10, 2022 Discussion/Action Items No items were considered. Set Agenda for Next Meeting Administrator Butkowski said the May 24 council meeting may include a Green Step Cities update, building safety month proclamation, the April financial reports, and a draft of the administrative citation program ordinance. Work Session B. Community Development Update Butkowski shared that as interest rates rise and construction material prices soar, the developer requested a change to the financing for 1795 hustis Street. They demonstrated that the financing gap on the project had grown from $810,000 to $920,000 Increasing the tax increment pledged from 75% to 90% over the same fifteen -year term would cover those costs. The city attorney will prepare a draft of the changes for the Council to consider at the next meeting. 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 Dains to adjourn the meeting at 8:16 p.m. Motion carried unanimously. Respectfully submitted, Heather Butkowski City Administrator To: From: Meeting Date: Subject: CITY OF LAUDERDALE LAUDERDALE CITY HALL 1 89 1 WALNUT STREET LAUDERDALE, MN 55113 651-792-7650 651-631-2066 FAX Request for Council Action Mayor and City Council City Administrator May 24, 2022 List of Claims The claims totaling $24,256.41 are provided for City Council review and approval that includes check numbers 27927 to 27936. Accounts Payable Checks by Date -Detail by Check Date User: Printed: MILES.CLINE 5/17/2022 3:06 PM Check No Vendor No Vendor Name Invoice No Description Check Date Reference Check Amount ACH 43 ACH 44 ACH 45 ACH 46 ACH 47 27927 65 18415867 27928 184 4115390520 4117431585 4119513752 4119513752 27929 168 051022-08 Public Employees Retirement Association PR Batch 51000.05.2022 PERA Coordinated PR Batch 51000.05.2022 PERA Coordinated 05/13/2022 PR Batch 51000.05.2022 PER PR Batch 51000.05.2022 PER Total for this ACH Check for Vendor 43: Minnesota Department of Revenue PR Batch 51000.05.2022 State Income Tax 05/13/2022 PR Batch 51000.05.2022 Stab Total for this ACH Check for Vendor 44: ICMA Retirement Corporation PR Batch 51000.05.2022 Deferred Comp PR Batch 51000.05.2022 Deferred Comp 05/13/2022 PR Batch 51000.05.2022 Def PR Batch 51000.05.2022 Dell Total for this ACH Check for Vendor 45: Internal Revenue Service PR Batch 51000.05.2022 Medicare Employer Po PR Batch 51000.05.2022 Medicare Employee Pc PR Batch 51000.05.2022 FICA Employer Portio: PR Batch 51000.05.2022 Federal Income Tax PR Batch 51000.05.2022 FICA Employee Portio 05/13/2022 PR Batch 51000.05.2022 Med PR Batch 51000.05.2022 Med PR Batch 51000.05.2022 FIC, PR Batch 51000.05.2022 Fe& PR Batch 51000.05.2022 FIC. Total for this ACH Check for Vendor 46: Public Employees Insurance Program PR Batch 51000.05.2022 Health Insurance PR Batch 51000.05.2022 Dental Allstream Inc. Fax Line Cintas April Uniforms April Uniforms May Uniforms May Uniforms Court Surfaces & Repair Inc Resurface and Paint Tennis Courts 05/13/2022 PR Batch 51000.05.2022 Hea PR Batch 51000.05.2022 Den Total for this ACH Check for Vendor 47: Total for 5/13/2022: 05/24/2022 Total for Check Number 27927: 05/24/2022 Total for Check Number 27928: 05/24/2022 1,208.24 1,047.14 2,255.38 699.16 699.16 1,176.29 1,498.21 2,674.50 252.84 252.84 1,081.13 1,727.47 1,081.13 4,395.41 2,655.66 80.32 2,735.98 12, 760.43 52.28 52.28 8.46 8.46 4.23 4.23 25.38 2,850.00 AP Checks by Date - Detail by Check Date (5/17/2022 3:06 PM) Page 1 Check No Vendor No Invoice No Vendor Name Description Check Date Reference Check Amount 27930 19 90470 27931 72 5391 27932 28 53870 27933 95 MCMA2022 MCMA2022 27934 11 2022-512 27935 5 619861-04-22 27936 74 778469342 778589592 778589592 778589592 778589592 778934396 778934396 778934396 Ehlers and Associates Inc 1795 Eustis Redevelopment Justin Francis LLC Lauderdale Sweatshirts Mike McPhillips Inc Spring Street Sweeping Total for Check Number 27929: 05/24/2022 Total for Check Number 27930: 05/24/2022 Total for Check Number 27931: 05/24/2022 Total for Check Number 27932: Minnesota County/City Managers Associati 05/24/2022 2022 - 2023 APMP Dues JB/MC 2022 - 2023 MCMA Dues HB Total for Check Number 27933: North Suburban Communications Commiss 05/24/2022 2Q22 Contribution Premium Waters Inc April Water Bottles Xcel Energy Larpenteur Avenue 1917 Walnut Street 1917 Walnut Street 1885 Fulham Street 1885 Fulham Street 1891 Walnut Street 1795 Eustis Street 1891 Walnut Street Total for Check Number 27934: 05/24/2022 Total for Check Number 27935: 05/24/2022 Total for Check Number 27936: Total for 5/24/2022: Report Total (15 checks): 2,850.00 295.00 295.00 1,032.50 1,032.50 5,100.00 5,100.00 150.00 141.65 291.65 1,078.40 1,078.40 21.49 21.49 52.45 26.80 77.58 52.13 37.74 191.84 54.04 256.70 749.28 11,495.98 24,256.41 AP Checks by Date - Detail by Check Date (5/17/2022 3:06 PM) Page 2 LAUDERDALE COUNCIL ACTION FORM Action Requested Consent X Public Hearing Discussion Action Resolution Work Session Meeting Date May 24, 2022 ITFM NUMBER STAFF INITIAL April Financial Report APPROVED BY ADMINISTRATOR DESCRIPTION OF ISSUE AND PAST COUNCIL ACTION: Every month, staff provide the Council with an updated copy of the city's finances. Follow- ing are the revenue, expense and cash balance reports for April 2022. The totals reflect all year end journal entries performed as part of the audit. OPTIONS: STAFF RECOMMENDATION: By approving the consent agenda, the Council acknowledges the city's financial report for April 2022. General Ledger Cash Balances User: heather.butkowski Printed: 5/17/2022 2:08:28 PM Period 04 - 04 Fiscal Year 2022 Description Account Beg Bal MTD Debit MTD Credit Current Balance Cash Change Fund Cash Cash Cash Cash Cash Cash Cash Cash Cash Cash Cash Cash Current Assets Petty Cash Petty Cash 101-00000-000-10100 101-00000-000-10300 226-00000-000-10100 227-00000-000-10100 228-00000-000-10100 305-00000-000-10100 306-00000-000-10100 401-00000-000-10100 403-00000-000-10100 404 00000-000-10100 414-00000-000-10100 416-00000-000-10100 602-00000-000-10100 603-00000-000-10100 101-00000-000-10200 Investments - Fair Value 101-00000-000-10410 Adj Investments Grand Total -2,636,201.98 100.00 5,132.37 57,787.46 137,921.06 8,660.86 174,832.32 148,884.80 415,495.17 215,827.09 227,228.82 92,009.71 933,522.72 362,311.30 143,511.70 300.00 300.00 3,153,708.25 3,153,708.25 3,297,519.95 201,648.84 0.00 4,218.35 4.20 11.23 0.71 14.24 12.12 33.84 17.58 18.50 0.00 13,635.50 5,203.91 224,819.02 0.00 0.00 247.34 247.34 225,066.36 180,337.26 0.00 1,805.54 6,181.85 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1,893.94 21,820.52 7,450.82 219,489.93 0.00 0.00 175,000.00 175,000.00 394,489.93 -2,614,890.40 100.00 7,545.18 51,609.81 137,932.29 8,661.57 174,846.56 148,896.92 415,529.01 215,844.67 227,247.32 90,115.77 925,337.70 360,064.39 148,840.79 300.00 300.00 2,978,955.59 2,978,955.59 3,128,096.38 GL - Cash Balances (05/17/2022 - 02:08 PM) Page 1 % ExpendCollect YTD Balance Current Period 404 bt Z3 GQ Description Account Number General Fund O • VD0 ' MVD pl O el O cd O[ O d <t M N O0N VIN 0 N ON el CD 0 c • O V O d\ O M ▪ CN CO -+ J • VENN N N .-- ' V1 O O O M v N p l O 00 CD CD p O V) O OC M C\ p ti M 00 00 \JD M v) V1 V1 l� .--i O O O hl V) C\ O HO oohN O rn Orivd6 4 007 V ct 04 O 0 0 0 0 0 O 0 0 0 0 0 .-r O .-+ O O O V V)OTOOO MVD V71-400 \. r-1 V'1 cr; �M iN .--� cel a) ci 4-3 aa) • E mcu up up ai a up d ° bA C y U M[T ] V1 immoi V) 00 N O O t7' CT N 00 O O cV b M tn d- oo V O p O N V) O p m N 6 0 V • d Vl 0 p on 4 CD 0 O Cn CD CS O vl 00oo CN VD. M M r M m co .-+ el O p hCl` 'Kt O O O vD cooO O M M O 44 4 CN O O O O p O O O O p 06 O V O 0o d 77t U7 00 Vi 0 bb U b 0 U T U U U 4) N ti .� pi o 164 tai (I) Wav000O 000 O M r-1 M O 1/40 rf w 4t M eY t1' Co CO O O CA tn tn un r -i General Fund O GL - Revenue vs Expense (05/17/2022 - 02:12 PM) a co v) ca ON +'M N 0 O N NNON • O a) t, icttnd a0) 4:1U O cl a) C • - man [T % Expend/Collect YTD Balance Current Period "L1 Account Nu v00 M O vj hl NCD oo • O o0I N O p� co W N ci NOvp N00 N OO o O O 0 O N 00 N M 00 N V' 00 H N rP O co co 00 H U d d O cel O CO O d O M O Cr) Cr) CV If) o v1 \O O M O oo c0 cn Nv:5‘...6�1) M 0 O co 0 N 0 rO d 0 4716 N 0 N O M M 000 0\C 0 O\ O M O O l� 0 0 0 0 O O O 0 -4-4 0 0 0 cr0 V1 o; vi CT M C0 bA U cd cri T CLSN U C/e) a.) a) 0 0•� cY G) 0 ...d• U , Q+ ti sir R. Mn up L) co d H to O O 0000 IttN tn b '-i N rP 11) rP 1/44 O O N N N 0 M )40 N GL - Revenue vs Expense (05/17/2022 - 02:12 PM) laaIlo3/Puadxa 0 U YTD Balance Current Period Description Account Nu N -i• ' O • Cl O NJ CV VD vj Vl CDI O O 4 O 00 N CN M wizt 00 en,‘ b O et O O O MOO MON O V> CD d- O [- O O 0 O O t4 O t� --1 06 O •N-' p VD p a O 0000 O l� m N O 0 0 O O O O \O O VO Cr• ) VO M N d0 ou 77U • U U C4 > W V1 O N N O 7).1.U Q•4 t-. Q+' ca 44aci OU ct 00 N 00 vet 047t ri oo 000 ftt ti N • oo 00cA 00 00 00 07 ri 6�0 b 00 N Hems O O M co od •U Pk N M 4 GL - Revenue vs Expense (05/17/2022 - 02:12 PM) % Expend/Collect YTD Balance Current Period Account N a W 00 N N M O O O em -di M r -I 00 H V1 00 ti O O M O M 00 N GL - Revenue vs Expense (05/17/2022 - 02:12 PM) en • \ 0 \/ %9d - ~J\ \ §»/ �o Ct § 1• //// IaaJo3/puadxa % k ./ YTD Balance Current Period Description Account Number GO TIF Revenue Bonds 2018A \ / 2 \ 9\ 3 r 3g \ 0 n G0 % \y 20 k �\ c J \ \ \ rmiN N N 0 @| \ N • £ e 33 0 0 Q 0 E \\ /� k &J n «� \ \ GO TIF Revenue Bonds 2018A \ GL - Revenue vs Expense (05/17/2022 - 02:12 PM) 1) CD cp VW 1�Ill `) CC3 � o Q) o 0 P4 % Expend/Collect YTD Balance Current Period 00 00 00 'el40 O N O cp Op Ooho N' p N' (NI o in vii or. 000 0 p th ,...1 O N N M O 00 00 H a 00 a 00 0 Otri 000 N M Q N rt ‘•O 1-1 O Nr1 r-1 0 0 01 O N O O O TIN (0 00 v) O 0 P:1 0 lalU .�'4 0 0�)+ O al rM bb a3 0 y cn O iw O C •O cc) �0) 0 +..i ^ d 0 0 O 0� N> CU • CI) 0 0 °' `' cm) cua0i a0i (4i (1.1 A C•Ag 0 g Mon W M In .4 N Account Number 2019A Improvement Bonds GL - Revenue vs Expense (05/17/2022 - 02:12 PM) % Expend/Collect YTD Balance Current Period z O 0 O O O cc; O M O OMo O O O \d O CD CD 1-1 O O cNi0 N N jO 1 N v) c24 bb y 1~ O • c cp : w" O OO O N rffivi r-1 000 b 0\ H ti 0 0 0 0001 O O 0 CD CD 0 1 O O O O 0 O O O CD CD I CD CD O O 0 cn n) bA cect u U cd t6-1 kij d N 0 N ca d d r. N g 44000 00 00 get 00 O 000 1-4 O 0 CD CD CD • vol 0 00 Nit 0 O 51a) G General Capital Projects GL - Revenue vs Expense (05/17/2022 - 02:12 PM) M V) % Expend/Collect YTD Balance Current Period Account Number O N p O M CD 0 V 0( 0 O 0In0 Nat 000 c O M M •a mat h H V) 00 00 M 0 0 p O O 0 0 0 00 0 0 0 0 0 p O O 0 0 0 p O O 0 N 0 71 ci) d • N a a. •,a 4.4 W4 C) O O O O O M h M (-4 b rtA0 M Ortr O W M O O 1) W Street Capital Projects M 0 GL - Revenue vs Expense (05/17/2022 - 02:12 PM) g \ & eau a t m © & Q q © % Expend/Collect YTD Balance Current Period 5\c) 99\� 9 § 3=3 33c e 5\? 9 \\5 3g3 / 023 N. w % N y \\@) § \// coa $ cg£ & N / 5> @) q 9 9 \| \ 7 3/3 N 33c = le-, @ @ /| @ @ 5 5I 2 \ 66c d 000 e o @ @ @ « W 0 3 wgo t \g) ? gtz 1.4 £ay 2 ( )§ t Cd °)\/ /) _ »c\Qƒ cu G mƒg m ±p(°2 ( &E%/ 6 £]/\3 P4 )J/3 f Park Capital Projects GL - Revenue vs Expense (0511712022 - 02:12 PM) a) c N tina 'd W Cd N ;--1 oO rQL1 �,.0,/ V a M tn 4-9D c.N1N • O N N•ci N O N s� cd i d' N .0 "Cl O 4a 0 Cnaww % Expend/Collect YTD Balance Current Period 0 V 4) Account Number O0 OI O 6 O p O p d a) 4) G a �❑. ani op !o" F.4 ° w ti CU 0 0 O O O O O O 0 m a O O O O O 0 ( O O 0 O 01 O O O O p O O p O O pp O OO OO O Rosehill Tax Increment 0 elsO GL - Revenue vs Expense (05/17/2022 - 02:12 PM) a Expend/Collect YTD Balance Current Period d 0 0 rn CD CD I J o o O O M o O OI O • O 0 (V i O 0 O O 0 0 0 0 0 O M d W O 0 O O O 0 • M ab ti U bq cizt v N U N U a WOOX 4a 0 N v� 4 01 O O CO Development GL - Revenue vs Expense (05/17/2022 - 02:12 PM) 0 0 G a t 6 1 / g 0 cu 0 q � 0 R4 % Expend/Collect \ / YTD Balance Current Period / 2| ad 33 33 33 Q Account Number 3 0 y • ) / § t .» =�20 \ \ @ \ 33 33 \ \ ) 33 33 @ @ s \ \ @ @ @ @ C;1 \ § w Housing Redevelopment \ GL - Revenue vs Expense (05/17/2022 - 02:12 PM) paj oj/puadxa U 4 P•44 1-1 Cd YTD Balance Current Period O A Account Number 000lO O O O O p O O O O O O O O p ti U U N a ' 0 " CD V) Z M bn c/a� C 0 U N 4+ ▪ ▪ y O O M O p • O O Cr) O ‘ O g O O 00 O O O O O p U bA .si U CCS y U y CI ti mIli 0Up p cn • • ›-'� c__ Ri WOUO wt O4 M 00 00 ti O O O TIF District No. 1-2 Irr GL - Revenue vs Expense (05/17/2022 - 02:12 PM) w tn o�l N Ore e4 N N p CNl t 4 N . . O y L11-1 0 0 •O N C HaGLI w 0�� 0 O O ,--i V1 O O N O\ O 000000 U O O O 0 O O O O O O O O O O O VOOr-IO O O\ O lc; 00 00 N N VD M OR N N O 7 V0 rq b CT r-1 M 7 r M e --i O VD C1 N GT --I 0 0 I ci r- 0 0 O y O . d O\ N C\ \O 00 <5i O ) M O\ VO VD Cl O VD V) ct Orr 0 O M V O\ O O\ d O O M O\ O O O VM cNi C O M O V1 N 1- 4 O V) O O O O M O O <tun N0 O 00 O 1`'t O O O O O O O O r 0 0rr 0 ti 00 ti N 4-4r 1-4 U "it) N 1,+ U . J V) y ANON dgLe) C • c P. - a 1 c� WwviOC.)O 00 CT V) M tri triM • N N VD ti O VD 7 H 00 0000 00 raw( M M 00 N CN M O N 00 I•M rl 00 N O O d 00 O 00 *-i N 7 N Sanitary Sewer O GL - Revenue vs Expense (05/17/2022 - 02A2 PM) % Expend/Collect 0) U Pot 1 YTD Balance Current Period Description Account Number Storm Water O b O 00 0 O O c] O c—+ hl p cn CD p O O\ CO p c M m O N N 01 O VD M p O m c p 1-1 vi O O O 0 O O O p O o0 0 p en CD M O OR- <t O a) G; 44ac,00ci 0 0_o O N OR cn CA vet O 7t CD cd V3 O N VO oo N �t0 m t— O O O O O d000 p O\ O cn .I O el VD vw) N 00 \O O 01 VO Cl O\ O p ,-r V m O . O\ ‘O N N N M a\ cn O p O O\ 0o O 0 N 00 c0 O p N OO VD O O O O O O O O Cl O O O O v vn0 v t� N 0 N m v \0 N <t U E 0 bA • 0tri 000 O N 0000 VO' 60 00 remi \D VO N M N 000 ImmiiY '�F N N O O O ti ti 00 M ti ti Storm Water GL - Revenue vs Expense (05/17/2022 - 02:12 PM) % Expend/Collect YTD Balance Current Period Account Number 0 a a 000 0 0 0 0 0 o O 0 0 o 0 0 0 O 00 00 0) O 0 0 0 0 0 O 00 0 0 0 0 0 0 0 0 0 0 0000ep 01 o 0 O 0 0 0 0 O 00000( 0 0 0 0 o O 0 0 0 0 0000 00 ) O 000 0 000001 0 0 0 0 0 O 0 0 0 0 00000 0 0 0 0 O 0000 0 0 0 0 0 0 C GL - Revenue vs Expense (05/17/2022 - 02:12 PM) % Expend/Collect YTD Balance Current Period N ti1/40 O rP O� r-1 O 1D M O V1 V)O V1 rt M H M co 00 H \O r--1 M 00 O OO N r.M00 O rt rt r -i r-1 V) O V) Cr: ON 00 Q\ M 1O O• O\t r" rrt rt M a\ N 00 V 17 rt M Q\ rt H VD M r r--1 V) M O V1 r--1 O t M NrY rep( 74 +-r O O O O O ors rti N Description Account Number • N6c 0 O MN 00 0 \ ••••-1 N N r-1 N' GL - Revenue vs Expense (05/17/2022 - 02:12 PM) LAUDERDALE COUNCIL ACTION FORM Action Requested Consent X Public Hearing Discussion Action Resolution Work Session Meeting Date May 24, 2022 ITEM NUMBER Liquor License for Day in the Park STAFF INITIAL Jim APPROVED BY ADMINISTRATOR DESCRIPTION OF ISSUE AND PAST COUNCIL ACTION: In 2018, the Day in the Park planning committee supported having adult beverages and the applicable ordinances were updated to allow temporary on -sale liquor licenses for city events Bent Brewstilleiy in Roseville has again agreed to sell and serve beer at Day in the Park. In previous years they have also offered wine and mixed drinks. Attached is the application required by the State. Once approved by the City Council, staff will submit it to the State for approval. OPTIONS: Approve by adopting the consent agenda or remove for discussion. STAFF RECOMMENDATION: By approving the consent agenda, the City Council is approving a temporary on -sale liquor license for Bent Brewstillery to sell adult beverages at Day in the Park on July 21, 2022. (45-2650832 MINNESOTA DEPARTMENT OF PUBLIC SAFETY Alcohol & Gambling Enforcement Name of organization Minnesota Department of Public Safety Alcohol and Gambling Enforcement Division 445 Minnesota Street, Suite 1600, St. Paul, MN 55101 651-201-7507 Fax 651-297-5259 TTY 651-282-6555 APPLICATION AND PERMIT FOR A 1 DAY TO 4 DAY TEMPORARY ON -SALE LIQUOR LICENSF Bent Brewstillery Organization Address 1744 Terrace Dr Name of person making application City Date organized June 11, 2011 Roseville Bartley Blume Date(s) of event 7/21/2022 Organization officer's name Bartley Blume Organization officer's name Organization officer's name State Tax exempt number MN Business phone 651-233-3843 Type of organization X Club City Charitable Roseville City City Zip Code 55113 Home phone Microdistillery Religious State Small Brewer Other non-profit Zip Code MN State MN State MN 55113 Zip Code Zip Code Location where permit will be used. If an outdoor area, describe. If the applicant will contract for intoxicating liquor service give the name and address of the liquor license providing the service. If the applicant will carry liquor liability insurance please provide the carrier's name and amount of coverage. APPROVAL APPLICATION MUST BE APPROVED BY CITY OR COUNTY BEFORE SUBMITTING TO ALCOHOL AND GAMBLING ENFORCEMENT City of Lauderdale City or County approving the license $0 Fee Amount N/A Date Fee Paid 5/24/2022 Date Approved 7/21/2022 Permit Date jim.bownik@lauderdalemn.orq City or County E-mail Address 651-792-7650 City or County Phone Number Signature City Clerk or County Official Please Print Name of City Clerk or County Official CLERKS NOTICE: Submit this form to Alcohol and Gambling Enforcement Division 30 days prior to event. ONE SUBMISSION PER EMAIL, APPLICATION ONLY. PLEASE PROVIDE A VALID E-MAIL ADDRESS FOR THE CITY/COUNTY AS ALL TEMPORARY PERMIT APPROVALS WILL BE SENT BACK VIA EMAIL. E-MAIL THE APPLICATION SIGNED BY CITY/COUNTY TO AGE.TEMPORARYAPPLICATION@STATE.MN.US LAUDERDALE COUNCIL ACTION FORM Action Requested Consent Public Hearing Discussion X Action Resolution Work Session X Meeting Date May 24, 2022 ITEM NUMBER Rum River Update STAFF INITIAL (_ APPROVED BY ADMINISTRATOR DESCRIPTION OF ISSUE AND PAST COUNCIL ACTION: Rum River Consultants owner Andy Schreder will be attending our meeting along with Car- ri Levitski. Carri was recently hired by Rum River to manage the rental housing and code enforcement programs. We have been working closely with Carri on this as our rental hous- ing licenses expire on June 30. She also has experience managing the administrative cita- tion program in the city she recently left. If you have questions regarding administrative citation programs, it would be a good time to discuss those. Andy and Cani will provide an update on their work. They also are asking the city council to adopt the following proclamation as they want to highlight the importance of building safety h,ducation is a key component of their mission that they want to continue to promote in all the communities they work in. OPTIONS: STAFF RECOMMENDATION: Motion to adopt the Proclamation recognizing May as Building Safety Month. 1 ; ; BUFETY ILDINM SAONTH Proclamation Building Safety Month — May 2022 Irt RUM RIVER CONSULTANTS Whereas, the City of Lauderdale, Minnesota is committed to recognizing that our growth and strength depends on the safety and essential role our homes, buildings and infrastructure play, both in everyday life and when disasters strike, and; Whereas, our confidence in the resilience of these buildings that make up our community is achieved through the devotion of vigilant guardians building safety and fire prevention officials, architects, engineers, builders, tradespeople, design professionals, laborers, plumbers and others in the construction industry who work year-round to ensure the safe construction of buildings, and; Whereas, these guardians are dedicated members of the International Code Council, a nonprofit that brings together local, state, territorial, tribal and federal officials who are experts in the built environment to create and implement the highest -quality codes to protect us in the buildings where we live, learn, work and play, and; Whereas, these modern building codes include safeguards to protect the public from hazards such as hurricanes, snowstorms, tornadoes, midland fires, floods and earthquakes, and; Whereas, Building Safety Month is sponsored by the International Code Council to remind the public about the critical role of our communities' largely unknown protectors of public safety our local code officials who assure us of safe, sustainable and affordable buildings that are essential to our prosperity, and; Whereas, "Safety for All: Building Codes in Action," the theme for Building Safety Month 2022, encourages us all to raise awareness about planning for safe and sustainable construction; career opportunities in building safety; understanding disaster mitigation, energy conservation; and creating a safe and abundant water supply to all of our benefit, and; Whereas, each year, in observance of Building Safety Month, people all over the world are asked to consider the commitment to improve building safety, resilience and economic investment at home and in the community, and to acknowledge the essential service provided to all of us by local and state building departments, fire prevention bureaus and federal agencies in protecting lives and property. NOW, THEREFORE, I, Mary Gaasch, Mayor of the City of Lauderdale, do hereby proclaim the month of May 2022 as Building Safety Month. Signature LAUDERDALE COUNCIL ACTION FORM Action Requested Consent Public Hearing Discussion X Action Resolution Work Session X Meeting Date May 24, 2022 ITEM NUMBER 1795 Eustis St. Agreement STAFF INITIAL APPROVED BY ADMINISTRATOR DESCRIPTION OF ISSUE AND PAST COUNCIL ACTION: As the Council and staff discussed previously, with rising interest rates and material prices, Real Estate hquities asked for a change to the pledged tax increment financing (TIF) amount Initially, they asked to make changes to the structure (eliminate some balconies and one club room). Staff felt that would have a significant impact on those that reside in and around the structure. Another solution was to raise the tax increment amount by $110,000. Instead of them receiving 75% of the TIF generated over 15 years they would receive 90% of the TIF generated over 15 years. The Council approves the change via the following resolution. OPTIONS: STAFF RECOMMENDATION: Motion to adopt Resolution No. 052422A A Resolution Approving the Sale of 1795 Eustis Street and Authorizing Execution of the Amended and Restated Purchase and Development Agreement Related Thereto. Member introduced the following resolution and moved its adoption. CITY OF LAUDERDALE RESOLUTION NO. 052422A RESOLUTION APPROVING THE SALE, OF 1795 EUSTIS STREET AND AUTHORIZING EXECUTION OF THE AMENDED AND RESTATED PURCHASE AND DEVELOPMENT AGREEMENT RELATED THERETO WHEREAS, the city of Lauderdale (the "City") is the fee owner of certain real property located at 1795 Eustis Street and legally described on Exhibit A attached hereto (the "Property"); and WHEREAS, the City has negotiated that certain Amended and Restated Purchase and Development Agreement (the "Agreement") with Lauderdale AH I, LLLP (the "Buyer") regarding the sale and development of the Property; and WHEREAS, all actions necessary to sell the Property to the Buyer having occurred, the city council of the city of Lauderdale on this date has reviewed and approved the terms and conditions of the Agreement. NOW, THEREFORE, BE, IT RESOLVED by the city council of the city of Lauderdale as follows: 1. The mayor and city administrator -clerk are hereby authorized and directed to execute the revised Agreement on behalf of the City. 2. The mayor, city administrator -clerk and city consultants are hereby authorized and directed to take all other actions necessary or convenient to carry out the intent and purposes of this Resolution and the amended and restated Agreement, including such minor adjustments to the amended and restated Agreement as may be advisable for consistency with the Buyer's other financing. Dated: May 24, 2022. Mary Gaasch, Mayor ATTEST: Heather Butkowski, City Administrator -Clerk The motion for the adoption of the foregoing resolution was duly seconded by member and upon vote being taken thereon, the following voted in favor thereof: And the following voted against same: Whereupon said resolution was declared duly passed and adopted. 1�,XHIBIT A The Property is legally described as follows: Parcel 1: Lots 1 to 6 inclusive, Block 10, Lauderdale's East 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 vacated alley in Block 10 lying between the extensions across said vacated alley of the South line of Lot 6 and the 'Noah line of Lot 1, all in Block 10, Lauderdale's East Side Addition. Ramsey County, Minnesota Abstract Property LA135-37(JAE) 798737v.1 EXECUTION COPY AMENDED AND RESTATED PURCHASE AND DEVELOPMENT AGREEMENT BETWEEN CITY OF LAUDERDALE AND LAUDERDALE AH I, LLLP 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 LA 13 5\3 7\690131. v 11 1 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 LA135137\690131.v11 TABLE OF CONTENTS AMENDED AND RESTATED PURCHASE AND DEVELOPMENT AGREEMENT DEFINITIONS Definitions 1 REPRESENTATIONS AND WARRANTIES Representations and Warranties of the City 5 Representations and Warranties of the Developer 7 UNDERTAKINGS BY DEVELOPER AND CITY Total Development Costs and Public Development Costs 8 TIF Note 8 Age Restrictions 10 Developer to Pay City's Fees and Expenses 11 Execution of Assessment Agreement 11 Compliance with Environmental Requirements 12 Construction Plans 12 Site Development and Construction Activities 13 Commencement and Completion of Construction 13 Certificate of Completion 13 Additional Responsibilities of the Developer 14 Encumbrance of the Development Property 15 Business Subsidy Act 15 Right to Collect Delinquent Taxes 15 Reduction of Taxes 16 Declaration Regarding Income Restrictions 16 ACQUISITION AND CONVEYANCE OF DEVELOPMENT Purchase and Sale of Development Property; Purchase Price 17 As Is Conveyance 18 Payment of Purchase Price 18 Contingencies to Closing on Development Property 18 Closing 19 Closing Costs 21 Title 21 Environmental Remediation 21 Section 4.9 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 Section 6.15 Developer's Right to Inspect 22 EVENTS OF DEFAULT Events of Default Defined 22 Remedies on Default 24 No Remedy Exclusive 24 No Implied Waiver 24 Indemnification of City 25 Reimbursement of Attorneys' Fees 25 ADDITIONAL PROVISIONS Restriction on use 25 Reports 26 Limitations on Transfer and Assignment 26 Conflicts of Interest 27 Titles of Articles and Sections 28 Notices and Demands 28 No Additional Waiver Implied by One Waiver 29 Counterparts 29 Law Governing 29 Term; Termination 29 Provisions Surviving Rescission, Expiration or Termination 29 Superseding Effect 29 Relationship of Parties 29 Venue 30 Termination of Agreement 30 Exhibit A: Exhibit B: Exhibit C: Exhibit D: Exhibit E: Exhibit F: Exhibit G: Exhibit H: 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 11 1„4135\37\690131.v11 AMENDED AND RESTATED PURCHASE AND DEVELOPMENT AGREEMENT This Agreement is made this day of , 2022, by and between the city of Lauderdale, Minnesota, a municipal corporation under the laws of Minnesota (the "City"), and Lauderdale AH I, LLLP, a Minnesota limited liability limited partnership (the "Developer"), WITNESSETH: WHEREAS, pursuant to Minnesota Statutes, Section 469.124 through 469.134 (the "City Development District Act"), the City has created a Project Area; and WHEREAS, 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, which was approved by the City Council on January 25, 2018 (the "TIF Plan") and 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 located at 1795 Eustis Street, Lauderdale, Minnesota 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: WHEREAS, the City and Developer previously entered into that certain Purchase and Develo • ment A reement dated as of A . ril 4 2022 the "Ori ! inal A reement" and desire to amend and restate the Original Agreement as is otherwise more fully set forth herein; and 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: 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 reasonable legal, financial adviser and similar) costs of the City, all attributable to or incurred in connection with the establishment of the TIF District and the TIF Plan 1 LA 135\37\690131.1 l 1 and review, negotiation and preparation of this Agreement (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 Amended and Restated 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 trust 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 other 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; ARP Loan means a subordinate loan from Ramsey County to the Developer in the amount of approximately $2,950,000; 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 7590 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; Bridge Loan means, collectively, the tax-exempt equity bridge loan from Bridgewater BankInvestment Management, Inc. to the Developer in the amount of approximately $1,020,000 and the taxable equity bridge loan from Bridgewater Bank to the Developer in the amount of approximately $6,1 8 7, 6 8 0; 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; 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; 2 LA 135\37\690131.v 1 1 City means the city of Lauderdale, a municipal corporation under the laws of Minnesota; City Approvals means, collectively, the PUD, Conditional Use Permit, Site Plan and any other land use entitlements granted by the City for the Project; Closing Date or Closing means July 8, 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 Comprehensive Plan that contains the Future Land Use Plan which guides the Development Property for High Density Residential use. Conditional Use Permit means the conditional use permit issued by the City for the use of the Development Property for a senior multifamily rental housing project; 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 E to be recorded against the Development Property; 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, LLLP, a Minnesota limited liability limited partnership, and its authorized successors and assigns; hereto; Development Property means the real property legally described in Exhibit A attached Event of Default means any of the events described in Section 5.1 hereof; 3 LA 135\37\690131.v 1 1 Final Payment Date means the earliest of (i) the date on which the entire principal and accrued interest on the TIF Note has been paid in full; (ii) February 1, 2039; (iii) any earlier date this Agreement or the TIF Note is cancelled in accordance with the terms hereof or deemed paid in full; (iv) the February 1 following the date the TIF District is terminated in accordance with the TIF Act; or (v) the date the City cancels the TIF Note upon a written request for termination from the Developer and a determination in the City's sole discretion that such termination will not limit or interfere with the City's ability to pool Tax Increments generated by the TIF District for affordable housing in accordance 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; HOME Loan means a subordinate loan from Ramsey County to the Developer in the amount of approximately $350,000; Original Agreement means the Purchase and Development Agreement dated as of April 4, 2022, between the City and the Developer, which has been amended and restated by this Agreement; 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, Section 469.124 through 469.134, as amended; Public Development Costs means the Public Development Costs of the Project identified on Exhibit B 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 or Tenants means one or more of the tenants of the Rental Housing Units whose household income is, on average, 50 percent or less of area median income. Reimbursement Amount means the lesser of (i) $8-1-OO�O92O,00O or (ii) the Public Development Costs actually incurred and paid by the Developer; Rental Housing Unit means one of the 114 rental housing units in the Project; Revenue Bonds means, collectively, the City's Multifamily Housing Revenue Bonds Series 2022A in the approximate amount of $14,250,000 and Multifamily Housing Revenue Note 4 LA 135\37\690131.v 11 Series 2022B in the approximate amount of $949,800, provided that the aggregate amount for the Revenue Bonds shall be no greater than $15,199,800. 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; Termination Date means the earliest of: (i) the date which is 26 years from the date a temporary certificate of occupancy is received by the Developer for all Rental Housing Units on the Development Property; (ii) the date the TIF District is terminated in accordance with the TIF Act; (iii) the date the TIF Note is paid in full; or (iv) the date the City cancels the TIF Note upon a written request for termination from the Developer and a determination in the City's sole discretion that such termination will not limit or interfere with the City's ability to pool Tax Increments generated by the TIF District for affordable housing in accordance with the TIF Act; TIF Act means Minnesota Statutes, Section 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, LLLP Project) to be executed by the City and delivered 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 WARRANTIES Section 2.1. Representations and Warranties of the City. 5 LA135\37\69013 1 1 (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 Comprehensive Plan and the terms and conditions of the City Approvals. (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) No Council member or officer of the City benefits financially from this Agreement within the meaning of Minnesota Statutes, Section 412.311 and 471.87. (6) The City represents it: (i) is the fee simple owner of the Development Property, (ii) has the full power and authority to enter into this Agreement and the City's documents, and (iii) can incur and perform the obligations hereunder. (7) The City is not a "foreign person", "foreign partnership", "foreign trust" or "foreign estate", as those terms are defined in Section 1445 of the Internal Revenue Code. (8) The City represents that there is: (i) no "Well" on the Development Property within the meaning of Minnesota Statutes, Section 103I and (ii) no "Individual Sewage Treatment Systems" on the Development Property within the meaning of Minnesota Statutes, Section 115.55. (9) Property. No above ground or underground tanks are located in or about the Development (10) Neither the execution or delivery of this Agreement nor the consummation of the transaction as contemplated herein will conflict with or result in a breach of any contract, license or undertaking to which the City is a party or by which any of its property is bound, or constitute a default thereunder or, except as contemplated herein, result in the creation of any lien or encumbrance upon the Development Property. (11) There are no legal or administrative proceedings threatened or pending against the City which would adversely affect its right to convey the Development Property to the Developer as contemplated in this Agreement. To the best of the City's knowledge, there are no condemnation or eminent domain proceedings pending or threatened with respect to the Development Property and there are no legal or administrative proceedings pending or threatened affecting the Development Property. (12) To the best of the City's knowledge, the City represents and warrants that the City is not indebted for labor or material that might give rise to the filing of notice of mechanic's lien against the Property. 6 LA 135\37\690131.v l 1 (13) To the best of the City's knowledge, there are no other material facts which contradict the City's representations contained herein. Should the City become aware of any such material facts, City shall immediately notify the Developer. (14) The City represents that there are no unrecorded interests, contracts, or agreements with respect to the Development Property that will survive the Closing Date. Section 2.2. Representations and Warranties of the Developer. (1) The Developer is a Minnesota limited liability limited 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 applicable local, state and federal laws and regulations including, but not limited to, environmental, zoning, energy conservation, building code and 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 Agreement 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 informed the Developer that development of the Development Property will not be favored over the development of other properties. (7) Subject to Unavoidable Delays, the construction of the Project will commence on or before July 31, 2022, and, barring Unavoidable Delays, the Project will be substantially completed by December 31, 2023. Notwithstanding the foregoing, failure of the Developer to substantially complete the Project shall not be an Event of Default unless the project is not substantially complete by March 31, 2024. 7 LA135\371690131.01 ARTICLE III UNDERTAKINGS BY DEVELOPER AND CITY Section 3.1. Total Development Costs and Public Development Costs. (1) The Developer's estimate of the Total Development Costs of the Project and sources 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 approximately $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 private financing for the estimated Total Development Costs, the City has agreed to provide tax increment financing subject to the terms 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 Exhibit B attached hereto will be at least $810,000920,000. (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 terms 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. 8 LA 135\37\690131.vI 1 (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 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 Developer is in material compliance with each term or provision 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 bear simple, non -compounding interest at the rate equal to the lesser of 3,94.6% per annum or the rate per annum on the first lien 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 Increment 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. 9 LA 135\37\690131.v l 1 (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 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 forth 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 for 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 Project 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 termination of the Declaration, all of the Rental Housing Units in the Project shall be occupied by at least one person who is at least 55 years of age. 10 LA 135\37\690131.v 11 Section 3.4. Developer to Pay City's Fees and Expenses. The Developer 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 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. Execution 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 for property tax purposes; provided however, the Developer shall not seek a reduction 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 Property 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 for 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. 11 LA 13 5\3 7\690131. v 11 (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 Environmental Requirements. (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 April 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 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 existed at one time on the Development Property but have since been removed. Previous environmental investigation for contaminated soil associated with leaks from the tanks failed to accurately identify the location of the leaks and therefore the test results are not conclusive. The Developer 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 formaldehyde, 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 ("CERCLA"), 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 Approvals, this Agreement, and all applicable State and local laws and regulations previously submitted to the City. The City's building official and engineer shall promptly review any Construction Plans upon submission and deliver 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 they: (i) 12 LA 13 5\3 7\690131. v 11 substantially conform to the terms and conditions of this Agreement; (ii) are consistent with the City Approvals and the TIF Plan; (iii) comply with the Site Plan and Design Drawings; and (iv) do not violate any applicable federal, State or local laws, ordinances, rules or regulations. If the Construction Plans are not approved by the City, the Developer shall make such changes 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 are materially inconsistent with the City Approvals or which materially alter (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 July 31, 2022 and shall substantially complete the Project by December 31, 2023. Notwithstanding the foregoing, failure of the Developer to commence construction or substantially complete the Project shall not be an Event of Default unless the Developer fails to commence construction of the Project by October 31, 2022 or the Developer fails to obtain a temporary certificate of occupancy for the Project by March 31, 2024. The Project 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 Project, 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. 13 L,/\133\37\690131.V1 1 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 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 approved 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 order 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 Certificate 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 Developer 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 applicable 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 approved 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 for 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 owner thereof'. (5) The Developer will comply with all applicable local, state and federal environmental laws and regulations, as they relate to the Project. 14 LA 135137\690131.011 (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. Section 3.12. Encumbrance 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 mortgage or other encumbrance or lien upon the Development Property, or portion thereof, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attach to the Development Property except for the purpose of obtaining funds only to the extent necessary for financing or refinancing the acquisition, construction, development and operation of the Project (including, but not limited to, land and building acquisition, labor and materials, professional fees, development fees, real 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, the HOME Loan, Bridge Loan, ARP Loan, any other construction or permanent financing for the Project 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, and 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 Agreement 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 commercial 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 for itself, its successors and assigns, that in addition to the obligation 15 LA 135\37\690131.011 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 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 reasonable 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 or any part thereof; or (ii) willful refusal to reconstruct damaged or 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 transfer or 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; provided, however, the Developer may apply for and obtain designation of the Development Property as low income rental property classified as "4d" under Minnesota Statutes, Section 273.13, subdivision 24 ("4d Classification"). (2) Other than 4d Classification, 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 Increment 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 restrictions: (1) The Developer will cause 100 percent of the Rental Housing Units to be occupied by Qualifying Tenants whose household income is, on average, 50 percent or less of the area median income. For purposes of this Agreement, "on average" means the income limitation level determined on a unit by unit basis for all Rental Housing Units. For example, the Project's income limitations would average no greater than 50 percent of area median income 16 1„N135\37\69013 I. v 1 1 if one-half of the Rental Housing Units were subject to income limitations of not greater than 40 percent of area median income and one-half of the Rental Housing Units were subject to income limitations of not greater than 60 percent of area median income. The Project will be subject to additional income restrictions associated with other elements of the Project's financing. Nothing in this Section 3.16 or in the Declaration attached hereto as Exhibit F is intended to supersede such other income restrictions. 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. (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 result of any material misrepresentation made by the person with respect to income. (4) Upon written request of the City, which such request shall occur no more than once in any year, the Developer shall submit evidence of tenant incomes, showing that all 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 3.16 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 Agreement and the Declaration is to ensure compliance of the Project with the income and age 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, or 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. 17 LA135\37\690131.v 11 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 price in the amount of $1,360,643.38 (the "Purchase Price") and to pay the Purchase Price as provided in Section 4.3 hereof. Notwithstanding the foregoing, the City and Developer agree that the Purchase Price correlates to the City's outstanding indebtedness subject to the Development Property, which shall be paid off with proceeds received by the City at closing and released from the Development Property. The Purchase Price represents the payoff figure of the City's indebtedness as of July 8, 2022 and shall be adjusted to the extent the principal and interest of the outstanding indebtedness is less than $1,360,643.38 for the day of Closing. Section 4.2. As Is Conveyance. In recognition of the significant economic contributions which the City has made to redevelop the Development Property, the Developer shall take the conveyance of Development Property on an "AS IS" "WHERE 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 "Indemnified Parties"), for indemnifications, contribution, reimbursement or other payments arising under federal and state law and common law relating to environmental or any other condition of Development Property. 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 ("Earnest Money") at the time of execution of this Agreement, which shall be applied to the Purchase Price, and the balance at Closing by wire or certified funds. The City acknowledges that Developer deposited the Earnest Money with the Title Company at the time of execution of the Original Agreement. The Developer shall assume or pay all taxes, special assessment, and similar governmental impositions due and payable in the year of Closing and after the Closing Date and all future years. 18 LA 135\37\690131.v 11 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 Project; (c) The Developer shall have obtained financing acceptable to the Developer for development of the Project; (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; (e) 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; (f) The City shall have approved the sale of the Development Property to the Developer; and (g) The City shall have approved the assistance described in Section 3.12. (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 Developer shall have submitted the Construction Plans to the City for approval pursuant to Section 3.6 hereof; and (d) Developer shall have obtained financing for the acquisition of the Development Property. (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: 19 1,A 13137\690131.v 1 1 (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 (the "Title Company") to facilitate the sale and closing of the Development Property (the "Closing"). Subject to the terms and conditions of this Agreement, the Closing on the purchase and sale of the Development Property shall on a date which is on or before July 8, 2022 (the "Closing Date") take place on the Closing Date and shall take place at such place which is mutually acceptable to the parties. 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 Developer, together with any other documents reasonably required by the title company to be delivered by the City. (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' or 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. (f) The Assessment Agreement. (g) A certificate signed by the City warranting that there are no "Wells" on the Development Property within the meaning of Minnesota Statutes, Section 103I or if there are "Wells", a well certificate in the form required by law. 20 LA 135\37\690131.v 11 (h) If the Development Property contains or contained a storage tank, an affidavit with respect thereto, as required by Minnesota Statutes, Section 116.48. (i) If the Development Property contains an individual sewage treatment system, a disclosure statement as required by Minnesota Statutes, Section 115.55. (j) 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) Any affidavits, certificates, or other documents that may be required under applicable law and/or that are reasonably determined by the Title Company in order to record the City's documents, as applicable, and/or- issue the Title Policy. (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 or charge imposed by any closing agent designated by the Title Company, and any other incidental or related closing costs. (e) The Construction Documents. (0 The Assessment Agreement. (g) 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 (the "Title Policy"), 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. The City shall agree to (i) pay-off or discharge any mortgage, judgment or lien encumbering the Development Property at or prior to the Closing Date, and (ii) pay-off, bond or otherwise cause to be discharged of record prior to the Closing Date, in a manner reasonably satisfactory to the Developer, any mechanic's lien against the Development Property. 21 LA 13\3 7\690131. v l 1 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 Environmental Site assessment dated April 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 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 existed at one time on the Development Property but have since been removed. Previous environmental investigation for contaminated soil associated with leaks from the tanks failed to accurately identify the location of the leaks and therefore the test results are not conclusive. 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. The Developer shall pay for the cost of all investigations of the Development Property which are ordered by Developer for purposes of conducting its own investigations of the Development Property. Developer hereby agrees to indemnify and hold the City harmless from 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; provided, however, the indemnity which is the subject of this section shall not cover liability to the extent it arises from, in whole or in part, the gross negligence or willful misconduct of the City or its agents, contractors, employees, representatives or invitees, or pre-existing conditions of the Development Property. Section 4.10. Defaults. (1) City's Default. If the City should default under this Agreement, then the Developer shall be entitled, at the Developer's option, to (i) declare this Agreement to be null and void, in which event the earnest money paid by the Developer shall be returned to the Developer and this Agreement shall terminate and, except as provided to the contrary herein, neither party shall have any further claims against, obligations to or rights against the other under this Agreement or in connection with the transaction contemplated by this Agreement, or (ii) enforce specific performance of the City's obligations under this Agreement; provided, however, that any such action for specific performance must be instituted within six (6) months after the scheduled Closing Date, and if such notice is not delivered to the City within such six (6) month period, then any right to seek specific performance is waived. (2) Developer's Default. If the Developer should materially default under this Agreement, the City shall provide written notice to the Developer of such default. If the Developer fails to cure such default within thirty (30) days of the date of such notice, this 22 LA 135\37\690131.v 11 Agreement shall terminate, and upon such termination the City's sole remedy shall be to retain the amount of the earnest money as liquidated damages. ARTICLE V EVENTS OF DEFAULT Section 5.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean whenever it is used in this Agreement any one or more 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 on and after the Closing Date, unless such tax is contested in good faith by the Developer; (2) Subject to Unavoidable Delays, failure by the Developer to commence construction of the Project by October 31, 2022, 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 temporary certificate of occupancy from the City by March 31, 2024; (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 Developer prior to 26 years from the date a temporary certificate of occupancy is received from the City for all Rental Housing Units on the Development Property; (5) Failure of the Developer to observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or 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, or part thereof, shall be appointed in any proceeding brought against the Developer, and shall not be discharged within 90 23 LA 13\37\690131.` 11 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 ("Financing Parties") shall have the right, but not the obligation, to cure an Event of Default during the cure period provided for the Developer and the City shall also send a copy of such notice of an Event of Default at the same time and in the same manner to such Financing Parties as set forth herein. Section 5.2. Remedies on Default. Whenever any Event of Default referred to in Section 5.1 occurs and is continuing, the City, as specified below, may take any one or more of the following actions after the giving of 30 days' written notice to the Developer, but only if the Event of Default has not been cured within said 30 days; provided that if such Event 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 for 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 accrue 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; provided, however, the foregoing remedy shall be void and of no further force once the City conveys the Development Property to the Developer on the Closing Date and such remedy shall in no way be construed as a reversionary right in favor of the City; and (4) The City may take any action, including legal or administrative action, in law or equity, which may 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 Financing Parties shall have the right, but not the obligation, to cure 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 Event of Default provided to the Developer herein. Section 5.3. No Remedy Exclusive. Except as provided in Section 4.10(2) of this Agreement with respect to the purchase and sale of the Development Property, no remedy herein conferred upon or reserved to the City is intended to be exclusive of any other available remedy or 24 Ln 135\37\690131.v l 1 remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. 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, 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, or 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, ownership, and operation of the Project; including, without limitation, any pecuniary loss or penalty (including interest thereon at the rate of 5% per annum from 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 limitations 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 Agreement, the Developer will within 30 days 25 1„A 135\37\690 1 3 1.0 1 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 Developer and such successors and assigns shall operate, or cause to be operated, the Project as an affordable senior multifamily rental housing development in accordance with this Agreement and the Declaration. After termination of the Declaration, the use of the Development Project shall be governed by the Conditional Use Permit which shall be recorded in the offices of the Ramsey County Recorder and Registrar of Titles. For clarification purposes, all references herein to "senior multifamily rental housing" shall mean the occupancy of all Rental Housing Units in the Project to individuals who are fifty-five (55) years of age or older; provided, however, that only one occupant, and not all occupants, of a Rental Housing Unit must be fifty-five (55) years of age or older. 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 reporting requirements imposed by law on the City. Section 6.3. Limitations on Transfer and Assignment. (1) Except 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 26 LA135\37\690131.v l 1 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 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 construction or operation of the Project, (iii) admitting or removing limited partners or transferring limited partner interests in the Developer, or interests in the general partner of the Developer, or admitting or removing partners in accordance with the applicable organizational 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 partnership agreement and/or in accordance with the Developer's financing documents in connection with the Revenue Bonds, the HOME Loan, Bridge Loan and ARP Loan, respectively and (v) collaterally assigning its interest in this Agreement and/or the TIF Note to any of the Developer's Financing Parties for the acquisition, construction, development, operation or management of the Project. Pledges of the General Partner interest in favor of Bridgewater Investment Management, Inc. and Bridgewater Bank in connection with the Bridge Loan shall be considered allowed transfers. 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 or the Project, or any contract, agreement or other transaction contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such member of the governing body or other official participate in any decision relating to this Agreement which affects his or her personal interests or the 27 LA 135\371690131.v l 1 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. Except 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 certified mail, postage prepaid, return receipt requested, or delivered personally, and (1) in the case of the Developer is addressed to or delivered personally to: Lauderdale AH I, LLLP 579 Selby Avenue St. Paul, Minnesota 55102 Attn: William BisanzPatrick Ostrom And with a copy to: And with a copy to: And with a copy to: Winthrop & Weinstine, P.A. 225 South 6t1i Street, Suite 3500 Minneapolis, Minnesota 55402 Attention: Jeffrey Drennan Stratford Lauderdale Investor Limited Partnership c/o Stratford Capital Group LLC 100 Corporate Place, Suite 404 Peabody, Massachusetts 01960 Attn: Asset Management DLA Piper LLP (US) 444 W. Lake Street, Suite 900 Chicago, Illinois 60606 Attn: Gregory R.A. Dahlgren (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 28 1„N135\37\690 13 L NI 1 150 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. Early termination upon a written request from the Developer shall be in the City's sole discretion and upon a determination that such termination will not limit or interfere with the City's ability to pool Tax Increments generated by the TIF District for affordable housing in accordance with the TIF Act. 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 Rescission, 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. Except 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 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 parties hereto shall be 29 LA 135\37\69013.1.v 11 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, District Court and shall not be removed therefrom to any other federal or state court. Section 6.15. Termination of Agreement. Except as otherwise provided for in Section 4.10 hereof, if the Developer does not close on the acquisition of the Development Property by the Closing Date, then this Agreement shall become null and void and neither party shall have any further claims against, obligations to or rights against the other under this Agreement or in connection with the transaction contemplated by this Agreement. * * * * * * * * 30 LA135\37\690131.v 11 STATE OF MINNESOTA COUNTY OF) THE CITY OF LAUDERDALE By• Mary Gaasch, Mayor By• Heather Butkowski, City Administrator -Clerk 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. 31 LA 135\37\690131.v 1 l Notary Public 1 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 Patrick Ostrom Its: Vice President STATE OF MINNESOTA ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2022, by William R. BisanzPatrick Ostrom, the Vice 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. 32 LA 135\37\690131.` 11 Notary Public EXHIBIT A Legal Description of Property Parcel 1: Lots 1 to 6 inclusive, Block 10, Lauderdale's East Side Addition. Lots 23 to 30 inclusive, Block 10, Lauderdale's East Side Addition. Ramsey County, Minnesota TolTens Property Parcel 2: That part of the vacated alley in Block 10 lying between the extensions across said vacated alley of the South line of Lot 6 and the North line of Lot 1, all in Block 10, Lauderdale's East Side Addition. Ramsey County, Minnesota Abstract Property A-1 LA 135\37\690131.v l 1 EXHIBIT B • Cost of acquisition of the Development Property; • Cost of site improvements and preparation of the Development Property; • Cost for environmental remediation; • Utility costs to serve the Development Property; • Cost for preparation and construction of public sidewalks; • Insurance and payment or performance bond premiums; professional fees, including architectural and engineering fees and expenses; and • Such other costs as are incurred by the Developer and reasonably determined by the City to constitute Public Development Costs under the TIF Act. B-1 LA135\37\690131.v11 EXHIBIT C FORM OF TAXABLE TIF NOTE UNITED STATE OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF LAUDERDALE • No. R-1 $810,000920,000 TAXABLE TAX INCREMENT REVENUE NOTE SERIES 2022A Rate Date of Original Issue [Lesser of 3.94.6% or Developer's rate of first lien financing] The city of Lauderdale, Minnesota (the "City"), for value received, certifies that it is indebted and hereby promises to pay to Lauderdale AH I, LLLP, or registered assigns (the "Owner"), the principal sum of $84-OT00092O,000 and to pay interest thereon at [the lesser of X4.6% or the Developer's rate of first lien 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, 7590 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 Amended and Restated Purchase and Development Agreement between the City and Owner dated as of , 2022 (the "Agreement"). Available Tax Increment C-1 LA 13 5\3 7\690131.v -1-x-13 will not include any Tax Increment if, as of any Payment Date, there is an uncured Event of Default by the Owner under the Agreement. The 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 Increment, 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 future 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 $810,000920,000 issued to aid in financing certain Public Development Costs of a Project undertaken within the Project Area by the City pursuant to Minnesota Statutes, Section 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, Section 469.174 through 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. 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 or 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 required to exchange this Note for a new 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 or 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 MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THIS NOTE. C-2 LA 135\37\690131.v 11 9. Registration and Transfer. This Note is issuable only as a fully registered note without coupons. 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 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, bearing 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, Owner 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 HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the 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 WITNESS WHEREOF, the city council of the city of Lauderdale, Minnesota, has caused this Note to be executed with the manual signatures of its Mayor and City Administrator, all as of the Date of Original Issue specified above. CITY OF LAUDERDALE Mayor City Administrator REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the City Administrator as Registrar of the city of Lauderdale, in the name of the person last listed below. C-3 LA 135\371690131.v 1 1 Date of Registration , 202 LA135137\690131.011 Registered Owner Lauderdale AH I, LLLP 579 Selby Avenue St. Paul, MN 55102 Federal Tax ID # C-4 Signature of Lauderdale City Administrator as Registrar EXHIBIT D FORM OF CERTIFICATE OF COMPLETION OF PROJECT WHEREAS, the city of Lauderdale, a municipal corporation under the laws of Minnesota (the "City"), and Lauderdale AH I, LLLP, a limited liability limited partnership under the laws of the state of Minnesota (the "Developer"), have entered into a certain Amended and Restated 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, the Developer shall be deemed to have satisfied its obligations under the Agreement. Dated: CITY OF LAUDERDALE By By STATE OF MINNESOTA ) ss. COUNTY OF ) , Mayor , City Administrator -Clerk 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 LA 135\37\690131.v l 1 EXHIBIT E FORM OF DECLARATION OF RESTRICTIVE COVENANTS THIS DECLARATION OF RESTRICTIVE COVENANTS, dated this day of , 202_ (the "Declaration"), by Lauderdale AH I, LLLP, a Minnesota limited liability limited 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 Amended and Restated 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 rental housing project (the "Project") to be located on the property described in Exhibit A attached hereto (the "Development Property"), and to cause compliance with certain affordability covenants described in Section 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 Property for the term described herein, and are not merely personal covenants of the Developer; and WHEREAS, capitalized terms in this Declaration have the meaning provided in the Agreement unless otherwise defined herein. NOW, THEREFORE, in consideration of the promises and covenants hereinafter set forth, and of other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Developer agrees as follows: 1. Term of Restrictions. (a) Occupancy and Rental Restrictions. The term of the Occupancy Restrictions set forth in Section 3 of this Declaration will commence on the date a temporary certificate of occupancy is received from the City for all Rental Housing Units on the Development Property and continue through the Declaration Termination Date defined below (the "Qualified Project Period"). E-1 LA 135\37\690131.v 11 (b) Termination of Declaration. This Declaration shall terminate 26 years from the date a temporary certificate of occupancy is received by the Developer for all Rental Housing Units on the Development Property. 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 terminate this Declaration, by providing 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 herein shall be reinstated if, at any time subsequent to the termination of this Declaration as the result of the foreclosure, or the delivery of a deed in lieu of foreclosure, or a similar event, the Developer or any related person (within the meaning of Section 1.10340(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 herein 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 Developer 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 135\37\690131.v l 1 (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 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 shall be occupied (or treated as occupied as provided herein) or held vacant and available for occupancy by Qualifying Tenants. "Qualifying Tenants" means tenants whose household income is, on average, 50 percent or less of the area 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 for family size (the "Median Income") for the applicable calendar year. For purposes of this Declaration, "on average" means the income limitation level determined on a unit by unit basis for all Rental Housing Units. For example, the Project's income limitations would average no greater than 50 percent of area median income if one-half of the Rental Housing Units were subject to income limitations of no greater than 40 percent of area median income and one-half of the Rental Housing Units were subject to income limitations of no greater than 60 percent of area median income. The occupants of a Rental Housing Unit will not be deemed to be Qualifying Tenants if all the occupants of such Rental Housing Unit at any time are "students," as defined in Section 152(0(2) of the Internal Revenue Code of 1986, as amended (the "Code"), not entitled to an exemption under the Code. The determination of whether an individual or family is of qualifying 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 applicable level of 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. For clarification purposes, references herein to "senior multifamily rental housing" shall mean the occupancy of all Rental Housing Units in the Project to individuals who are fifty-five (55) years of age or older; provided, however, that only one occupant, and not all occupants, of a Rental Housing Unit must be fifty-five (55) years of age or older. (b) Certification of Tenant Eligibility. As a condition to initial and continuing occupancy, each person who is intended to be a Qualifying Tenant will be required annually to sign and deliver to the Developer a Certification of Tenant Eligibility substantially in the form attached as Exhibit B hereto, or in any other form as may be approved by the City (the "Eligibility Certification"), in which the prospective Qualifying Tenant certifies as to having a qualifying 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 Certification, on an ongoing annual basis, and to verify that the tenant continues to be a Qualifying Tenant within the meaning of Section 3(a) hereof. Eligibility Certifications will be maintained for the duration of the Qualified Project Period on file by the Developer with respect to each Qualifying Tenant who resides in a Rental Housing Unit or resided therein during the Qualified Project Period. E-3 LA 135\37\690131.v 11 (c) Lease. The form of lease to be utilized by the Developer in renting any Rental Housing Units in the Project will provide for termination of the lease and consent by the person to immediate eviction for failure to qualify as a Qualifying Tenant as a result of any material misrepresentation made by the person with respect to the Eligibility Certification. The Developer covenants and agrees that during the Qualified Project Period it will not increase the rent charged to any tenant of a Rental Housing 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 year preceding the date of the certificate; (b) describing all transfers or other changes in ownership of the Project or any interest therein; and (c) stating, that to the best knowledge of the person executing the certificate after due inquiry, all the Rental Housing Units were rented or available for rental on a continuous basis during the year to members of the general public and that the Developer was not otherwise in default under this Declaration during the year. (e) Notice of Non -Compliance. The Developer will immediately notify the City if at any time during the term of this Declaration fewer than all of the Rental Housing Units are occupied or 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. E-4 LA 135\37\690131.v 1 l (c) The Developer acknowledges that the primary purpose for requiring compliance by the Developer with the restrictions provided in this Declaration is to ensure compliance of the property with the housing affordability and age 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 Property, 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 provided by law or in equity, to enforce specific performance by the Developer of its obligations under this Declaration in a state court of competent jurisdiction. 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, or 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 mail, return receipt requested, to the parties hereto at the addresses set forth below, or to any other place as a party may from time to time designate in writing. The Developer and the 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, LLLP 579 Selby Avenue St. Paul, Minnesota 55102 Attn: William BisanzPatrick Ostrom E-5 LA 135\37\690131:711 And with a copy to: Winthrop & Weinstine, P.A. 225 South 6th Street, Suite 3500 Minneapolis, Minnesota 55402 Attention: Jeffrey Drennan (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 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 Property or any interest therein, and the benefits will inure to the City and its successors and assigns until the Declaration Termination Date of this Declaration as provided in Section 1(b) hereof. E-6 LA 135\37\690131.1 l 1 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. 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 Patrick Ostrom Its: Vice President STATE OF MINNESOTA ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2022, by William R. BisanzPatrick Ostrom, the Vice 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 DRAFTED BY: Kennedy & Graven, Chartered (RHB) 150 South Fifth Street Suite 700 Minneapolis, MN 55402 (612) 337-9300 E-7 LA 135\37\690131.v 1 1 Notary Public • This Declaration is acknowledged and consented to by: STATE OF MINNESOTA ) ss. COUNTY OF) THE CITY OF LAUDERDALE By: Mary Gaasch, Mayor By: Heather Butkowski, City Administrator -Clerk 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. E-8 LA 135\37\690131.v 11 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 East 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 vacated alley in Block 10 lying between the extensions across said vacated alley of the South line of Lot 6 and the North line of Lot 1, all in Block 10, Lauderdale's East Side Addition. Ramsey County, Minnesota Abstract Property E-9 LA 135\37\690131.v 11 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 INCOME (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) Other Income TOTAL $ $ $ $ Add totals from (A) through (D) above TOTAL INCOME (E): $ E-10 LA 135\37\690131.v 11 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 Enter the (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 $ (L) Total Annual Household Income from all sources [Add (E) + (K)] $ HOUSEHOLD CERTIFICATION & SIGNATURES The information on this form will be used to determine maximum income eligibility. I/we have provided for each person(s) set forth in Part II acceptable verification of current anticipated annual income. I/we agree to notify the landlord immediately upon any member of the household moving out of the unit or any new member moving in. I/we agree to notify the landlord immediately upon any member becoming a full-time student. Under penalties of perjury, I/we certify that the information presented in this Certification is true and accurate to the best of my/our knowledge and belief. The undersigned further understands that providing false representations herein constitutes an act of fraud. False, misleading or incomplete information may result in the termination of the lease agreement. Signature Signature (Date) (Date) Signature Signature (Date) (Date) PART V. DETERMINATION OF INCOME ELIGIBILITY TOTAL ANNUAL HOUSEHOLD INCOME FROM ALL SOURCES From Item (L) on page 1 Current Income Limit per Family Size: $ Household Income at Move -in Household Meets Income Restriction at: ❑60% ❑50% ❑ 40% ❑ 30% $ RECERTIFICATION ONLY: Current Income Limit x 140% Household income exceeds 140% at recertification: ❑ Yes ❑ No Household Size at Move -in: E-11 LA 135\37\690131.v l 1 PART VI. RENT Not Applicable PART VII. STUDENT STATUS ARE ALL OCCUPANTS FULL-TIME If yes, enter student explanation** STUDENTS? (also attach documentation) yes u no Enter 1-4 Student explanation: 1. TANF assistance 2. Job training program 3. Single parent/dependent child 4. Married/joint return* *Exception for married/joint return is the only exception available for units necessary to qualify tax-exempt bonds. PART VIII. PROGRAM TYPE Mark the program(s) listed below (a. through e.) for which this household's unit will be counted toward the property's occupancy requirements. Under each program marked, indicate the household's income status as established by this certification/recertification a. Tax Credit See Part V above. ** b. HOME ❑ c. Tax Exempt Income Status ❑ < 50% AMGI ❑ < 60% AMGI ❑ < 80% AMGI ❑ < OI ** Income Status ❑ 50% AMGI ❑ 60% AMGI ❑ 80% AMGI ❑ OI ** d. AHDP ❑ e. Income Status ❑ < 50% AMGI ❑ < 80% AMGI ❑ < OI ** (Name of Program) Income Status 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. SIGNATURE OF OWNER / REPRESENTATIVE DATE E-12 LA 135137\690131.v 11 INSTRUCTIONS FOR COMPLETING TENANT INCOME CERTIFICATION This form is to be completed by the owner or an authorized representative. Part I — Development Data Check the appropriate box for Initial Certification (move -in), Recertification (annual recertification), or Other. If Other, designate the purpose of the recertification (i.e., a unit transfer, a change in household composition, or other state -required recertification). Move -in Date Enter the date the tenant has or will take occupancy of the unit. Effective Date Enter the effective date of the certification. For move -in, this should be the move -in date. For annual recertification, this effective date should be no later than one year from the effective date of the previous (re)certification. Property Name Enter the name of the development. County Enter the county (or equivalent) in which the building is located. BIN # Enter the Building Identification Number (BIN) assigned to the building (from IRS Form 8609). Address Enter the street address. Unit Number Enter the unit number. # Bedrooms Enter the number of bedrooms in the unit. Part II — Household Composition List all occupants of the unit. State each household member's relationship to the head of the household by using one of the following coded definitions: H Head of household S Spouse A Adult co -tenant 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. E-13 LA 135\37\690131.v 11 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) Enter the annual amount of wages, salaries, tips, commissions, bonuses, and other income from employment; distributed profits and/or net income from a business. Column (B) Enter the annual amount of Social Security, Supplemental Security Income, pensions, military retirement, etc. Column (C) Enter the annual amount of income received from public assistance (i.e., TANF, general assistance, disability, etc.) Column (D) Enter the annual amount of alimony, child support, unemployment benefits, or any other income regularly received by the household. Row (E) Add the totals from columns (A) through (D) above. Enter this amount. Part IV - Income from Assets See HUD Handbook 4350.3 for complete instructions on verifying and calculating income from assets, including acceptable forms of verification. From the third party verification forms obtained from each asset source, list the gross amount anticipated to be received during the 12 months from the effective date of the certification. List the respective household member number from Part II and complete a separate line for each member. Column (F) Column (G) Column (H) Column (I) LA 135\37\690131.` 11 List the type of asset (i.e., checking account, savings account, etc.) Enter C (for current, if the family currently owns or holds the asset), or I (for imputed, if the family has disposed of the asset for less than fair market value within two years of the effective date of (re)certification). 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-14 TOTALS Add the total of Column (H) and Column (I), respectively. If the total in Column (H) is greater than $5,000, you must do an imputed calculation of asset income. Enter the Total Cash Value, multiply by 2% and enter the amount in (J), Imputed Income. Row (K) Enter the Greater of the total in Column (I) or (J) Row (L) Total Annual Household Income from All Sources Add (E) and (K) and enter the total • E-15 LA 135\37\690131.vv 11 1 Date: Exhibit C to Declaration of Restrictive Covenants Certificate of Continuing Program Compliance The following information with respect to the Project located at 1795 Eustis Street, Lauderdale , Minnesota (the "Project"), is being provided by Lauderdale AH I, LLLP (the "Owner") to the city of Lauderdale, Minnesota (the "City"), pursuant to that certain Declaration of Restrictive Covenants, dated the day of , 202 (the "Declaration"), with respect to the Proj 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 (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 LA 1351371690131.v 11 Previous Designation of Unit (if any) E-16 Replacing Unit Number (D) The following Rental Housing Units are considered to be occupied by "Qualifying Tenants", as the term is defined in the Declaration based on the information set forth below: [expand to cover 114 units for Qualifying Tenants] (E) The Owner has obtained a "Certification of Tenant Eligibility," in the form provided as Exhibit B to the Declaration, from each Tenant named in (D) above, and each such Certificate is being maintained by the Owner in its records with respect to the Project. Attached hereto is the most recent "Certification of Tenant Eligibility" for each Tenant named in (D) above who signed such a Certification since , 20 , the date on E-17 LA 13 5\3 7\690131. v 11 Unit Number Last Name of Tenant 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 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 114 units for Qualifying Tenants] (E) The Owner has obtained a "Certification of Tenant Eligibility," in the form provided as Exhibit B to the Declaration, from each Tenant named in (D) above, and each such Certificate is being maintained by the Owner in its records with respect to the Project. Attached hereto is the most recent "Certification of Tenant Eligibility" for each Tenant named in (D) above who signed such a Certification since , 20 , the date on E-17 LA 13 5\3 7\690131. v 11 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 term of each lease is at least 12 months. (G) The information provided in this "Certificate of Continuing Program Compliance" is accurate and complete, and no matters have come to the attention of the Owner which would indicate that any of the information provided herein, or in any "Certification of Tenant Eligibility" obtained from the Tenants named herein, is inaccurate or incomplete in any respect. (H) The Project is in continuing compliance with the Declaration. (I) The Owner certifies that as of the date hereof all of the Rental Housing Units in the Project are occupied or held open for occupancy by Qualifying Tenants, as defined and provided in the Declaration. (J) The Project is in continuing compliance with the Declaration. IN WITNESS WHEREOF, I have hereunto affixed my signature, on behalf of the Owner, on 20 . LA 13 5\3 7\690131. << l 1 LAUDERDALE AH I, LLLP, a Minnesota limited liability limited partnership By: Lauderdale AH I, LLC, a Minnesota limited liability company Its: General Partner By: Its: E-18 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, LLLP, a limited liability limited partnership under the laws of the state of Minnesota ("Grantee") real property 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 "Amended and Restated 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 in accordance to the terms thereof, and that they shall, in any event, and without regard to technical classification or designation, legal or 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, or 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 party 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 their own right, and also for the purposes of protecting the interest of the community and the other parties, public or 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 or interest therein to, or in favor of, which such agreements and covenants relate. The Grantor shall have the right, in the event of any breach of any such F-1 LA 135\37\690131.v 11 agreement or covenant to exercise all the rights and remedies, and to maintain any actions or suits at 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) Easements 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 LA 135\37\690131.v 11 10 The Grantor certifies that the Grantor 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. STATE OF MINNESOTA COUNTY OF ) ss. CITY OF LAUDERDALE By Mary Gaasch, Mayor By Heather Butkowski, City Administrator 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. This instrument was drafted by: Kennedy & Graven, Chartered 150 South Fifth Street Suite 700 Minneapolis, MN 55402 (612) 337-9300 LA 135\37\690131.x° l 1 • Notary Public Tax Statements should be sent to: Lauderdale AH I, LLLP 579 Selby Avenue St. Paul, Minnesota 55102 Attn: William Hi sa zPatrick Ostrom F-3 EXHIBIT A Legal Description Parcel 1: Lots 1 to 6 inclusive, Block 10, Lauderdale's East 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 vacated alley in Block 10 lying between the extensions across said vacated alley of the South line of Lot 6 and the North line of Lot 1, all in Block 10, Lauderdale's East Side Addition. Ramsey County, Minnesota Abstract Property F -A-1 • LA 135\37\690131.011 EXHIBIT 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, LLLP, a Minnesota limited liability limited partnership (the "Developer"). WITNES SETH: 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 aan Amended and Restated Purchase 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 multifamily 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 Agreement. 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 agree 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. G-1 1,A 13>\37\690131.v 1 1 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 Exhibit 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 LA 13 5\3 7\690131. v 11 By• By• STATE OF MINNESOTA ) ss. COUNTY OF ) CITY OF LAUDERDALE Mary Gaasch, Mayor Heather Butkowski, City Administrator 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 city of Lauderdale, a municipal corporation under the laws of Minnesota, on behalf of the City. G-3 LA 13 5\3 7\690131.v 11 Notary Public 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 Patrick Ostrom Its: Vice President The foregoing instrument was acknowledged before me this day of , 2022, by William R. BisanzPatrick Ostrom, the Vice 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 drafted by: Kennedy & Graven, Chartered (RHB) 150 South Fifth Street Suite 700 Minneapolis, MN 55402 (612) 337-9300 G-4 LA 135\37\690131.v 11 Notary Public EXHIBIT A TO ASSESSMENT AGREEMENT Legal Description of Development Property Parcel 1: Lots 1 to 6 inclusive, Block 10, Lauderdale's East 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 vacated alley in Block 10 lying between the extensions across said vacated alley of the South line of Lot 6 and the North line of Lot 1, all in Block 10, Lauderdale's East Side Addition. Ramsey County, Minnesota Abstract Property G -A--1 LA 13 5\3 7\690131. v 11 • EXHIBIT 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 decrease 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 property 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, or 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.v 11 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 for the assessment of the described property, hereby certifies that the market 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-1-2 LA 135\37\690131.v 11 Notary Public EXHIBIT H FORM OF INVESTMENT LETTER To the City of Lauderdale (the "City") Attention: City Administrator Dated: , 202 Re: $S-1-0.000920,000 Taxable Tax Increment Revenue Note The undersigned, as Purchaser of $84-OOOO92O,OOO 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 & Graven, 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 Amended and Restated 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 prepared 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-3 LA 13 5\-3 7\-690131. v-1-1-13 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 representations or warranties as to the status of the Note for the purpose of federal or state income taxation. 8. We represent to you that we are purchasing the Note for our own account and not for resale or other distribution thereof, except to the extent 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 ) ss COUNTY OF ) 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 Patrick Ostrom Its: Vice President The foregoing instrument was acknowledged before me this day of , 2022, by William R. BisanzPatrick Ostrom, the Vice 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. H-4 LA 135\-37\-690131.v4413 23529732v7 1-1-5 LA 135 t -37\ -690131.v -1-x-13 otary Public LAUDERDALE COUNCIL ACTION FORM Action Requested Consent Public Hearing Discussion X Action Resolution Work Session X Meeting Date May 24, 2022 ITFM NUMBER Insurance Renewal Info STAFF INITIAL APPROVED BY ADMINISTRATOR DESCRIPTION OF ISSUE AND PAST COUNCIL ACTION: The City's workers compensation, property, liability, sewei backup, and auto insurance poli- cies runs from August to August. Staff work with our insurance agent annually to prepare the materials for the renewal. This generally includes updating data on improvements and staffing costs LMCIT hires appraisers to give values for the more expensive structures like city halls. Annually, the City Council must determine whether or not to waive the municipal tort liabil- ity limits established by state statute Included in the packet are the relevant pages on the topic taken from a larger document on municipal liability coverage. The City has not waived them in the past as it opens the City to greater financial liability. Staff recommends maintaining that practice via the following motion. OPTIONS: STAFF RECOMMENDATION: The Council authorizes staff to remit the Liability Coverage Waiver From to LMCIT as presented indicating the City does not waive the monetary limits on municipal tort liability established by MS 466.04. LEAGUE of Jv INNESOTA CITIES CONNECTING & INNOVATING SINCE 1913 LIABILITY COVERAGE — WAIVER FORM Members who obtain liability coverage through the League of Minnesota Cities Insurance Trust (LMCIT) must complete and return this form to LMCIT before the member's effective date of coverage. Return completed form to your underwriter or email to pstech cr,lmc.org. The decision to waive or not waive the statutory tort limits must be made annually by the member's governing body, in consultation with its attorney if necessary. Members who obtain liability coverage from LMCIT must decide whether to waive the statutoiy tort liability limits to the extent of the cover age purchased. The decision has the following effects: • If the member does not waive the statutory tort limits, an individual claimant could recover no more than $500,000 on any claim to which the statutory tort limits apply. The total all claimants could recover for a single occurrence to which the statutory tort limits apply would be limited to S1,500,000. These statutory tort limits would apply regardless of whether the member purchases the optional LMCIT excess liability coverage. • If the member waives the statutory tort limits and does not purchase excess liability coverage, a single claimant could recover up to $2,000,000 for a single occurrence (under the waive option, the tort cap liability limits are only waived to the extent of the member's liability coverage limits, and the LMCIT pei occurrence limit is $2 000,000). The total all claimants could recover for a single occurrence to which the statutory tort limits apply would also be limited to $2 000,000, regardless of the number of claimants. • If the member waives the statutoiy tort limits and purchases excess liability coverage, a single claimant could potentially recover an amount up to the limit of the coverage purchased. The total all claimants could recover for a single occurrence to which the statutory tort limits apply would also be limited to the amount of coverage purchased, regardless of the number of claimants. Claims to which the statutory municipal tort limits do not apply are not affected by this decision. LMCIT Member Name: Check one: The member DOES NOT WAIVE the monetary limits on municipal tort liability established by Minn. Stat. 466.04. City of Lauderdale The member WAIVES the monetary limits on municipal tort liability established by Minn. Stat. § 466.04, to the extent of the limits of the liability coverage obtained from LMCIT. Date of member's governing body meeting: May 24, 2022 Signature: Position: City Administrator 145 UNIVERSITY AVE. WEST ST. PAUL, MN 55103-2044 PHONE: (651) 281-1200 FAX: (651) 281-1299 TOLL FREE: (800) 925-1122 WEB: WWW.LMC ORO RELEVANT LINKS: See Section II.K, Liquor liability. See Section II.T, Special events. See Section II.T, Special events. See Section III.T, Special events. Minn. Stat. § 466.04. See Section I.D.3.a, Statutory limits may not apply. See Section I.D.3, Purchasing higher liability limits. 3. Risks for which specialty coverage is needed • Aircrafts (a drone is not considered an "aircraft" if it's not designed for the transport of persons or property). • Architects. • Big boats. • Doctors, most nurses, dentists, pharmacists, and psychologists. • Liquor sales. • Motorized amusement rides, such as carnival rides. • Motor vehicle demolition derbies, racing, pulling contests, or stunt driving. Prisons. Railroads. Rodeos. • Specialty type operations such as hospitals, clinics, nursing homes and licensed childcare programs. • Stunting activities or events that involve a significant risk of serious injury to the participant, performer, or others, such as high -wire acts, base or bungee jumping, skydiving, circus type acts, and acts involving dangerous animals. D. Coverage limits LMCIT gives members options for structuring their liability coverage. Members can also choose either to waive or not to waive the monetary tort caps the statutes provide. It can also select from among several liability coverage limits. 1. LMCIT primary liability limits The statutory municipal tort liability is limited to a maximum of $500,000 per claimant and $1.5 million per occurrence. These limits apply whether the claim is against the member, against an individual officer or employee, or against both. LMCIT's liability coverage provides a standard limit of $2 million per occurrence because there are some types of liability claims that aren't subject to the statutory tort caps and it's common to see contracts require more than the statutory limit. A more common figure is $2 million. LMCIT's higher limit meets this requirement, but if even higher limits are required, there is the option to carry LMCIT's excess liability coverage or in some cases LMCIT can issue an endorsement to increase the member's coverage limit only for claims relating to a particular contract. In addition to the coverage limit of $2 million per occurrence, there are annual aggregate limits, or limits on the total amount of coverage for the year regardless of the number of claims. League of Minnesota Cities Information Memo: LMCIT Liability Coverage Guide 11/15/2021 Page 4 RELEVANT LINKS: See Section II.B, Data security breach and computer-related risks. See Section ILJ, Land use and special risk litigation. See Section II.D, Employees' activities in outside organizations. Minn. Stat. § 466.04. See Summary of LMCIT Liability Coverage Options and the effects of choosing the various coverage structure options. A $3 million annual aggregate applies for the following: • Products. • Failure to supply utilities (water, electricity, gas, steam service, and phone and internet or other electronic data transmission services). • Data security breaches (a $250,000 sublimit, which is part of and not in addition to the $3 million aggregate, applies foi Payment Card Industry fines, penalties, and assessments; and data security breach regulatory fines and penalties resulting from a data security breach claim). • Electromagnetic fields. • Limited contamination (sudden and accidental release of pollutants; herbicide and pesticide applications; sewer ruptures, overflows, and backups; lead and asbestos claims; mold claims; hostile fire claims; and excavation and di edging claims, which are also subject to an annual $250,000 sublimit). • Sexual abuse and molestation claims. Other annual aggregate limits apply for the following: • $1 million annual aggregate for land use and special risk litigation This coverage is provided on a sliding scale percentage basis. • $100,000 annual aggregate for employees' activities in outside of ganizations. • $250,000 annual aggregate for organic pathogen claims (this limit applies whether claims are made under municipal liability, auto liability, or both). 2. Statutory liability limits The statutory municipal tort cap is limited to a maximum of $500 000 per claimant and $1.5 million per occurrence. These limits apply whether the claim is against the member, against the individual officer or employee, or against both LMCIT's liability coverage piovides a standard limit of $2 million per occurrence. At the member's coverage renewal each year, it must decide whether to waive or not waive the statutory limits. There is no right or wrong answer, and it's a discretionary decision each governing body must make. a. Waiving the statutory limit Members who waive the statutory limits are waiving the protection of the statutory limits, up to the amount of coverage the member has. A claimant could recover up to LMCIT's standard limit of $2 million, rather than the statutory limit of $500,000 per claimant. Because the waiver increases the exposure, the premium is higher for coverage under the waiver option. League of Minnesota Cities Information Memo: LMCIT Liability Coverage Guide 11/15/2021 Page 5 RELEVANT LINKS: See Section I.D.3, Purchasing higher liability limits. See Section I.D.3.a, Statutory limits may not apply. Minn. Stat. § 3.736. 42 U.S. Code § 1983. A member may choose to pay more in premium for the waiver option because the statutory liability limit only applies in cases where the member is in fact liable and the injured party's actual proven damages are greater than the statutory limit. Some cities may want more assets available to compensate their citizens for injuries caused by the member's negligence. In those cases where the member waives the statutoiy limit, but also purchases LMCIT's excess liability coverage, a claimant could potentially recover more. If, for example, the member has $1 million of excess coverage and chooses to waive the statutory tort caps the claimant or claimants could recover up to $3 million in damages in a single occurrence. The cost of the excess liability coverage is higher if the member waives the statutory tort caps. The cost difference is proportionally greater than the cost difference at the primary level because for a member that carries excess coverage, waiving the statutoiy tort caps increases both the per claimant exposure and the per occurrence exposure. b. Not waiving the statutory limit For members who choose not to waive the statutory limits, the member's liability is limited by the statute to no more than $500,000 per claimant and $1.5 million per occurrence. LMCIT's higher coverage limits would only apply to those types of claims that aren t covered by the statutory limit. 3. Purchasing higher liability limits LMCIT makes available the option of carrying higher coverage limits than the basic limit of $2 million per occurrence. LMCIT's excess liability coverage is available in $1 million increments up to a maximum of $5 million. There are several reasons why cities may consider carrying the excess liability coverage. a. Statutory limits may not apply The statutory tort caps do not or may not apply for the following types of claims: • Claims under federal civil rights laws, including Section 1983, the Americans with Disabilities Act. • Claims for tort liability the member has assumed by contract, which occurs when a member agrees in contract to defend and indemnify a private party • Claims for actions in another state, which may occur in border cities that have mutual aid agreements with adjoining states or when a member official attends a national conference. League of Minnesota Cities Information Memo: LMCIT Liability Coverage Guide 11/15/2021 Page 6 RELEVANT LINKS: 42 U.S. Code § 1983. See Section I.D, Coverage limits. • Claims based on liquor sales, which mostly affects cities with municipal liquor stores, but it could also relate to beer sales at a fire relief association fundraiser, for example. • Claims based on a ` taking" theory, which are suits challenging land use regulations frequently include an "inverse condemnation" claim, alleging the regulation amounts to a ` taking" of the property. b. Annual limits apply for specific risks Besides LMCIT's overall coverage limit of $2 million per occurrence, there are annual aggregate limits for certain risks. If the member has a loss or claim in one of these areas, there might not be enough limits remaining to cover the member's full exposure if there is another similar loss during the year. There are, however, a couple important restrictions on how the excess coverage applies to risks that are subject to aggregate limits. The excess coverage does not apply to the following• • Failure to supply utilities. • Mold. • Lead and asbestos. • hxcavation and dredging • Sudden and accidental release of pollutants below ground or within or on the surface of any body of water. • Auto no-fault claims. • Uninsured/underinsured motorist claims. • Workers' compensation, disability, or unemployment claims. • Claims under medical payments coverage. • Claims arising from the activities of outside organizations. • No-fault sewer backup. • Liquor liability, unless the member has specifically requested it. c. Contracts may require higher coverage limits A contract might include a requirement the member carry more than $2 million per occurrence in coverage limits. Carrying excess coverage is a way to meet these requirements. Members can also request an endorsement to increase the member's coverage limit only for claims relating to that contract. d. Multiple political subdivisions There may be more than one political subdivision covered under the member's coverage, like an HRA, FDA, or port authority or the member has agreed by contract to defend and indemnify or name another entity as a covered party. League of Minnesota Cities Information Memo: LMCIT Liability Coverage Guide 11/15/2021 Page 7 RELEVANT LINKS: See Section II.I, Joint powers entities and Section II.Q, Separate city boards and commissions. See Section I.D.3, Purchasing higher liability limits. In this case, a claimant may be able to recover amounts from both the member and the other entity Excess coverage is one way to provide enough coverage limits. Another solution is for the HRA, EDA, or port authority to carry separate liability coverage in its own name. Il. Coverage details on specific liability exposures LMCIT's liability coverage is broad, but there are some situations where the member needs to take additional action 01 be aware of special coverage teims. A. Airports LMCIT can provide airport liability coverage to members of the property/casualty program. Coverage is available for airports that are operated by a city, by anoint powers entity that includes at least one city, or by a special purpose district. Coverage is available for most municipal airports. Larger airports that have scheduled service are not eligible. 1. Coverage limits The airport liability coverage is very broad and carries a per occurrence limit of S2 million and an annual aggregate limit of $3 million. It is subject to the same deductibles that apply to a member's municipal liability coverage. Higher limits can be provided through LMCIT's optional excess liability coverage, although it is not available as an option for airport risks only. 2. Coverage terms Cities or joint powers entities that choose LMCIT's airport coverage option are provided coverage under the city's existing Trust liability coverage document. It is provided under an endorsement that modifies the aiiport exclusion in the basic municipal liability coverage document. Since the airport liability exposure is wrapped under the basic Trust liability coverage document, the coverage for liability related to airport operations is extremely broad. It is specifically designed to address several important aiiport exposures, including: • Damage to an aircraft that s in the city's care, custody, and control; or what is commonly referred to as hangar keeper's liability. • Pioducts liability coverage for city fueling operations. • Claims relating to things like noise and vibration. • Exposures related to errors and omissions such as employment liability and liability for damages other than bodily injury, personal injury or property damage. League of Minnesota Cities Information Memo: LMCIT Liability Coverage Guide 11/15/2021 Page 8 LAUDERDALE COUNCIL ACTION FORM Action Requested Consent Public Hearing Discussion X Action X Resolution X Work Session Meeting Date May 24, 2022 ITEM NUMBER 1795 Eustis Bond Repayment STAFF INITIAL APPROVED BY ADMINISTRATOR DESCRIPTION OF ISSUE AND PAST COUNCIL ACTION: Upon the sale of 1795 Eustis Street, the City will repay the bonds that purchased the site. The City's bond counsel provided staff with the following resolution for approval tomorrow night to authorize Bond Trust Services Corporation (a division of Ehler's Inc.) to begin the process to notify the bond holders and prepare for the payoff. OPTIONS: STAFF RECOMMENDATION: Motion to adopt Resolution No. 052422B A Resolution Providing for the Prepayment and Redemption of the City s Taxable Genei al Obligation Tax Increment Revenue Refunding Bond, Series 2021A. follows: RESOLUTION NO. 052422B CITY OF LAUDERDALE COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION PROVIDING FOR THE PREPAYMENT AND REDEMPTION OF THE CITY'S TAXABLE GENERAL OBLIGATION TAX INCREMENT REVENUE REFUNDING BONDS, SERIES 2021A BP IT RESOLVH,D By the City Council of the City of Lauderdale, Minnesota (the "City"), as 1. The City previously issued its Taxable General Obligation Tax Increment Revenue Refunding Bonds, Series 2021A (the "Bond' ), dated January 27, 2021, in the original aggregate piincipal amount of $1,365,000. The Bond is currently outstanding in the full principal amount of $1,365 000 and is subject to redemption on or after January 28 2021 at a price of pat plus accrued interest. Redemption may be in whole or in part, and if in part, at the option of the City and in such order as the City will determine and within a maturity selected by Bond Trust Services Corporation, Roseville, Minnesota, acting as the registrar for the Bonds (the "Registrar") Prepayments will be at a price of pai plus accrued interest. 2. It is determined that it is in the best interests of the sound financial management of the City that the Bond be prepaid and redeemed on July 8, 2022 (or the fir st date for which the Registrar of the Bond can provide proper notice to the holders of the Bond), and the Bond is hereby called for redemption in the aggregate principal amount of S1,365,000 3. The Registrar is authorized and directed to mail notice of call for redemption of the Bond in the form attached hereto as FXBIBIT A to the registered owners of the Bond to be redeemed at the address shown on the registration books kept by the Registrar. Approved by the City Council of the City of Lauderdale, Minnesota this 241' day of May, 2022. Mayor Attest: City Administrator EXIIIBIT A NOTICE OF CALL FOR REDEMPTION $1,365,000 CITY OF LAUDERDALE, MINNHSOTA TAXABLE GENERAL OBLIGATION TAX INCRE,MFNT REVENUE, REFUNDING BONDS SERIFS 2021A NOTICE IS HEREBY GIVFN that, by order of the City Council of the City of Lauderdale, Minnesota (the "City' ), there have been called for redemption and prepayment on July 8, 2022 all outstanding principal of the bonds of the City designated as the Taxable General Obligation Tax Increment Revenue Refunding Bonds, Series 2021A (the "Bond") dated Januaiy 27, 2021, having a stated maturity date of February 1, 2024, totaling $1,365,000 in principal amount, and with the following CUSIP number: Year of Maturity Amount to Be Redeemed CUSIP 2024 $1,365,000 51855M CW8 The Bond is being called at a price of par plus accrued interest to July 8, 2022, on which date all interest on the Bond will cease to accrue. Holders of the Bond hereby called for redemption are requested to present the Bond for payment at the main office of Bond Trust Services Corporation, 3060 Centre Pointe Drive, Roseville, Minnesota 55113 on or before July 8, 2022. Important Notice: In compliance with the Jobs and Growth Tax Relief Reconciliation Act of 2003, federal backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time the payment by the redeeming institutions if they ai e not provided with your social security member 01 federal employer identification number, properly certified. This requirement is fulfilled by submitting a W-9 Form which may be obtained at a bank or other financial institution. Dated: , 2022. LA135-38 (JAE) 799345v1 BY ORDER OF THE CITY COUNCIL OF THE CITY OF LAUDERDALE, MINNESOTA By /s/ Heather Butkowski City Administrator City of Lauderdale, Minnesota