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HomeMy WebLinkAbout2019-01-31 HRA Regular Meeting PacketAgenda Edina Housing and Redevelopment Authority City of Edina, Minnesota Edina City Hall Council Chambers Thursday, January 31, 2019 7:30 AM I.Call to Order II.Roll Call III.Approval of Meeting Agenda IV.Community Comment During "Community Comment," the Edina Housing and Redevelopment Authority (HRA) will invite residents to share new issues or concerns that haven't been considered in the past 30 days by the HRA or which aren't slated for future consideration. Individuals must limit their comments to three minutes. The Chair may limit the number of speakers on the same issue in the interest of time and topic. Generally speaking, items that are elsewhere on today's agenda may not be addressed during Community Comment. Individuals should not expect the Chair or Commissioners to respond to their comments today. Instead the Commissioners might refer the matter to sta- for consideration at a future meeting. V.Adoption of Consent Agenda All agenda items listed on the consent agenda are considered routine and will be enacted by one motion. There will be no separate discussion of such items unless requested to be removed from the Consent Agenda by a Commissioner of the HRA. In such cases the item will be removed from the Consent Agenda and considered immediately following the adoption of the Consent Agenda. (Favorable rollcall vote of majority of Commissioners present to approve.) A.Minutes: Regular and Work Session Meeting of January 17, 2019 B.Resolution No. 2019-03: Designating O<cial Newspaper C.Resolution No. 2019-04: Designating O<cial Depositories VI.Reports/Recommendations: (Favorable vote of majority of Commissioners present to approve except where noted) A.Letter of Support for A-ordable Housing at 7075-7079 Amundson Avenue B.Petition: Centennial Lakes Village Homes Condominium Association Park Maintenance Fees C.Amendment to Redevelopment Agreement with Pentagon Village, LLC VII.Correspondence A.Correspondence VIII.HRA Commissioners' Comments IX.Executive Director's Comments X.Adjournment The Edina Housing and Redevelopment Authority wants all participants to be comfortable being part of the public process. If you need assistance in the way of hearing ampliCcation, an interpreter, large-print documents or something else, please call 952-927-8861 72 hours in advance of the meeting. Date: January 31, 2019 Agenda Item #: IV.A. To:Chair & Commissioners of the Edina HRA Item Type: Minutes From:Sharon Allison, City Clerk Item Activity: Subject:Minutes: Regular and Work Session Meeting of January 17, 2019 Action Edina Housing and Redevelopment Authority Established 1974 CITY OF EDINA HOUSING & REDEVELOPMENT AUTHORITY 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Motion approving the draft regular and work session minutes of January 17, 2019. INTRODUCTION: ATTACHMENTS: Description Draft Minutes: HRA Regular January 17, 2019 Draft Minutes: HRA Work Session January 17, 2019 Page 1 MINUTES OF REGULAR MEETING OF THE EDINA HOUSING AND REDEVELOPMENT AUTHORITY JANUARY 17, 2019 8:15 A.M. I. CALL TO ORDER Chair Hovland called the HRA meeting to order at 8:32 a.m. II. ROLLCALL Answering rollcall were Commissioners Fischer, Staunton, Brindle, Anderson and Chair Hovland. ADMINISTER OATH OF OFFICE City Clerk Allison administered oaths of office to Commissioners Anderson and Staunton. III. APPROVAL OF MEETING AGENDA Motion made by Commissioner Fischer seconded by Commissioner Brindle approving the Meeting Agenda. Ayes: Fischer, Staunton, Brindle, Anderson, Hovland Motion carried. IV. COMMUNITY COMMENT - None V. CONSENT AGENDA ADOPTED Motion made by Commissioner Fischer seconded by Commissioner Brindle approving the consent agenda. V.A. Minutes of Regular Meeting of December 13, 2018 V.B. Receive Payment of Claims As Per: Pre-List Dated 12.13.18 TOTAL $110,326.99 and Pre-List dated 01.11.2019 TOTAL $334,549.50 V.C. Contract for Services with Metropolitan Consortium of Community Developers V.D. Resolution 2019-01: Renewing Support of Affordable Housing at 4100 West 76th Street V.E. 2018 Year in Review VI. REPORTS/RECOMMENDATIONS – (Favorable vote of majority of HRA Board Members present to approve except where noted). VI.A. Election of Officers Motion made by Commissioner Brindle seconded by Commissioner Staunton appointing Chair Hovland as Chair, Commissioner Brindle as Vice Chair, and Commissioner Fischer as Secretary. Ayes: Fischer, Staunton, Brindle, Anderson, Hovland Motion carried. VI.B. Appointment of Executive Director to the HRA Motion made by Commissioner Brindle seconded by Commissioner Fischer appointing City Manager Scott Neal as Executive Director of the HRA. Ayes: Fischer, Staunton, Brindle, Anderson, Hovland Motion carried. VI.C. Amendment to Bylaws Motion made by Commissioner Brindle seconded by Commissioner Fischer approving amendments to the HRA Bylaws. Ayes: Fischer, Staunton, Brindle, Anderson, Hovland Motion carried. VI.D. HRA 2019 Meeting Dates and Location – Received. Minutes/HRA/January 17, 2019 2 VI.E. Request for Financial Participation for 7200-7250 France Avenue Mr. Neuendorf explained that the property owner and developer of the commercial properties located at 7200- 7250 France Avenue requested the use of tax increment financing to fill a budget gap and staff would prepare a term sheet soon for approval. VI.F. Pentagon Village Redevelopment Agreement Request for Amendment No. 1 Mr. Neuendorf explained that work has started at Pentagon Village and the developer executed contracts with two hotels. The developer requested minor site changes that would go before the Planning Commission and then to the HRA on January 31. VII. CORRESPONDENCE VII.A. Correspondence – None. VIII. HRA COMMISSIONERS’ COMMENTS - Received IX. EXECUTIVE DIRECTOR’S COMMENTS IX.A. Project Update – Received X. ADJOURNMENT There being no further business on the HRA Agenda, Chair Hovland declared the meeting adjourned at 8:47 a.m. Respectfully submitted, ___________________________________________ Scott Neal, Executive Director Page 1 MINUTES OF WORK SESSION OF THE EDINA HOUSING AND REDEVELOPMENT AUTHORITY JANUARY 17, 2019 7:30 A.M. I. CALL TO ORDER Chair Hovland called the HRA meeting to order at 7:33 a.m. II. ROLLCALL Answering rollcall were Commissioners Anderson, Brindle, Fischer, Staunton and Chair Hovland. Staff attending the meeting: Bill Neuendorf, Economic Development Manager; Scott Neal, City Manager; Stephanie Hawkinson, Affordable Housing Development Manager; Kyle Sawyer, Assistant Finance Director. Also attending was Roger Knutson, City Attorney. III. 5146 EDEN AVENUE DISCUSSION OF REDEVELOPMENT STRATEGY Manager Neal stated the HRA asked staff to think about a redevelopment strategy for 5146 Eden Avenue and Mr. Neuendorf would present some options, plus a new concept that Manager Neal would present. Mr. Neuendorf presented history of the site, lessons learned, options to consider, and preliminary recommendations. Manager Neal introduced a new concept – adding a fire station near City Hall. Manager Neal explained that an Emergency Medical Service study, looking at response time, was recently completed, and the consultants recommended adding a fire station near City Hall. Manager Neal said the study was done in relationship to growth in the community and where calls originated. He said the study would not be available until next Spring, but he wanted the Commissioners to be aware of the recommendation during this discussion. Feedback from the Commissioners were to sell the site but require public space, transit stop, bus connection and district parking and use the funds to pay off the public works facility or, hold the land until they determine the purpose and need for a community center. Regarding a fire station near City Hall, feedback was that the site was not ideal for a fire station because of congestion and newly acquired land at Weber Park was suggested as a possible location. Manager Neal explained that the recommendation near City Hall was based on a concentric circle of response time which would be detailed in the study. The Commissioners suggested identifying all vacant City-owned land for when they consider the community need for a Community Center, Art Center, new fire station, etc., and where to locate these facilities. IV. ADJOURNMENT Chair Hovland adjourned the meeting at 8:29 a.m. Respectfully submitted, ___________________________________________ Scott Neal, Executive Director Date: January 31, 2019 Agenda Item #: IV.B. To:Chair & Commissioners of the Edina HRA Item Type: Report / Recommendation From:Sharon Allison, City Clerk Item Activity: Subject:Resolution No. 2019-03: Designating Official Newspaper Action Edina Housing and Redevelopment Authority Established 1974 CITY OF EDINA HOUSING & REDEVELOPMENT AUTHORITY 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Adopt Resolution No. 2019-03 designating the Edina Sun-Current as the official newspaper of the Housing and Redevelopment Authority (HRA) for 2019. INTRODUCTION: The Edina Sun-Current rates for 2019 is the same as 2018: First insertion: $11.90 per column inch (9 lines per inch) Subsequent insertions: $7.00 per column inch (9 lines per inch) Staff recommends designation of the Edina Sun-Current as the official newspaper of the HRA for 2019. ATTACHMENTS: Description HRA Resolution No. 2019-03: Designating Official Newspaper RESOLUTION NO. 2019-03 DESIGNATING OFFICIAL NEWSPAPER BE IT RESOLVED by the Edina Housing & Redevelopment Authority of the City of Edina, Minnesota, that the Edina Sun-Current is hereby designated as the Official Newspaper for the Edina Housing & Redevelopment Authority for the year 2019. Passed and adopted this 31st day of January 2019. Attest: Michael Fischer, Secretary James B. Hovland, Chair STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) SS CITY OF EDINA ) CERTIFICATE OF EXECUTIVE DIRECTOR I, the undersigned duly appointed and acting Executive Director for the Edina Housing & Redevelopment Authority do hereby certify that the attached and foregoing Resolution was duly adopted by the Edina Housing & Redevelopment Authority at its Regular Meeting of January 31, 2019, and as recorded in the Minutes of said Regular Meeting. WITNESS my hand and seal of said City this ______________ day of ___________________, ____________. Executive Director Date: January 31, 2019 Agenda Item #: IV.C. To:Chair & Commissioners of the Edina HRA Item Type: Report / Recommendation From:Sharon Allison, City Clerk Item Activity: Subject:Resolution No. 2019-04: Designating Official Depositories Action Edina Housing and Redevelopment Authority Established 1974 CITY OF EDINA HOUSING & REDEVELOPMENT AUTHORITY 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Adopt Resolution No. 2019-04 designating official depositories for the Housing and Redevelopment Authority for 2019. INTRODUCTION: See Resolution No. 2019-04 designating official depositories for 2019. ATTACHMENTS: Description Resolution No. 2019-04: Designating Official Depositories RESOLUTION NO. 2019-04 DESIGNATING OFFICIAL DEPOSITORIES BE IT RESOLVED, that U.S. Bank, Wells Fargo Bank and Tradition Capital Bank, are hereby authorized to do banking business in Minnesota, be and are hereby designated as Official Depositories for the Public Funds of the Edina Housing and Redevelopment Authority, City of Edina, County of Hennepin, Minnesota until January 1, 2020. Dated: January 31, 2019 Attest: Michael Fischer, Secretary James B. Hovland, Chair STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) SS CITY OF EDINA ) CERTIFICATE OF EXECUTIVE DIRECTOR I, the undersigned duly appointed and acting Executive Director for the Edina Housing and Redevelopment Authority do hereby certify that the attached and foregoing Resolution was duly adopted by the Edina Housing and Redevelopment Authority at its Regular Meeting of January 31, 2019, and as recorded in the Minutes of said Regular Meeting. WITNESS my hand and seal of said City this ______________ day of ___________________, ____________. Executive Director Date: January 31, 2019 Agenda Item #: V.A. To:Chair & Commissioners of the Edina HRA Item Type: Report / Recommendation From:Stephanie Hawkinson, Affordable Housing Development Manager Item Activity: Subject:Letter of Support for Affordable Housing at 7075- 7079 Amundson Avenue Action Edina Housing and Redevelopment Authority Established 1974 CITY OF EDINA HOUSING & REDEVELOPMENT AUTHORITY 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve letter of support of MWF Properties' application to Hennepin County for deferred financing for Amundson Flats, a 62-unit affordable workforce housing apartment at 7075-7079 Amundson Avenue. INTRODUCTION: See attached staff report. ATTACHMENTS: Description Staff Report: Letter of Support for Affordable Housing Letter of Support for Affordable Housing Site Plan Elevation January 31, 2019 Chair & Commissioners of the Edina Housing and Redevelopment Authority Stephanie Hawkinson, Affordable Housing Development Manager Letter of Support for Affordable Housing at 7075-7079 Amundson Avenue Information / Background: In July 2018, Edina Housing Foundation (EHF) acquired the former Waldorf-Nevens dry cleaning site for development of an affordable housing project. In August, EHF distributed a Request for Proposals to qualified affordable housing developers. After review of the proposals and interviewing each potential developer, EHF unanimously selected MWF Properties (MWF) to develop a four-story, 100 percent affordable housing development. MWF and EHF executed a Purchase Agreement in January 2019. Proposal details: • Density and height comply with the recently approved 70th and Cahill Small Area Plan • The apartments will include 1-, 2-, and 3-bedroom units • The developer is working with Minnesota Housing to explore income averaging, which would allow some residents to earn up to 80 percent of the Area Median Income ($67,920 for a family of three) • The parking ratio is preliminarily estimated to be 1.5 stalls/unit with approximately 80 stalls below ground • Laundry facilities will be within each apartment • There will be a strong connection with the public land to the east, including access to the bike trail and bicycle amenities within the building footprint • A tot-lot will be included on site Background Information on MWF Properties: Since the company’s founding in 1999, MWF Properties has developed 28 properties totaling 1,591 units - 1,483 of which meet the affordability criteria of the Low Income Housing Tax Credit (LIHTC) criteria. Of that total, 1,433 are in Minnesota and each development has been new construction. Furthermore, MWF has prior experience with the redevelopment of former dry cleaning locations and has a great understanding of the challenges associated with this type of environmental remediation. STAFF REPORT Page 2 MWF is focused on developing affordable housing financed using the Low Income Housing Tax Credit (LIHTC) program. They have closed on every development that has received tax credit funding. MWF has a strong track record of submitting competitive financing applications, securing financing, and getting deals closed and under construction as quickly as possible. Historically, roughly one-third (33 percent) of tax credit applications submitted to Minnesota Housing are approved. Since 2010, MWF has obtained financing on 62 percent of applications submitted to Minnesota Housing, nearly double the historical average. Next Steps: • February 7: MWF will apply for Hennepin County funding • March: Sketch Plan approval • June: MWF will apply to Minnesota Housing • November: Financing secured • January 2020: Site Plan approval • June 2020: Development Agreement reviewed and approved, anticipated closing and construction start • Late summer 2021: Construction completed Staff recommends approving the letter of support of MWF Properties’ applications to Hennepin County for deferred financing for Amundson Flats, a 62-unit affordable workforce housing apartment at 7075-7079 Amundson Avenue. Attachments: • Support Letter • Site Plan January 31, 2019 Hennepin County 701 South 4th Avenue Minneapolis, MN 55417 RE: Letter of Support for MWF Properties To Whom it May Concern: The Edina Housing and Redevelopment Authority is supportive of MWF Properties’ applications to Hennepin County for deferred financing for a 62-unit affordable workforce housing apartment at 7075-7079 Amundson Avenue, named Amundson Flats. Edina is a first ring suburb of Minneapolis with high property values and strong schools. We are a built out community with predominantly single family residential neighborhoods and multifamily housing near commercial nodes. The redevelopment of the site at 7075-7079 Amundson is responsive to the community’s need for affordable housing to compliment the market-rate housing typically provided. Edina residents and Edina businesses have voiced concerns about the lack of affordable housing. Creating a 100% affordable housing development at this site will help to address the need for new affordable housing for households of a variety of sizes and with a variety of income levels. The City of Edina and the Edina HRA recognize the need for affordable housing to maintain a diverse and growing population and are excited to work with MWF Properties to provide housing to meet this need. Sincerely, James Hovland Chair, Housing and Redevelopment Authority C I HEREBY CERTIFY THAT THIS PLAN SPECIFICATION ORREPORT WAS PREPARED UNDER MY DIRECTSUPERVISION AND THAT I AM A REGISTERED ARCHITECTUNDER THE LAWS OF THE STATE OF MINNESOTANAME: KENT SIMONDATE: OCT. 26, 2018 NO. 16390 2018 Miller Hanson Architects Date: January 31, 2019 Agenda Item #: V.B. To:Chair & Commissioners of the Edina HRA Item Type: Report / Recommendation From:Don Uram, Finance Director; Andrea Rich, Financial Analyst; Susan Faus, Interim Park & Rec Director Item Activity: Subject:Petition: Centennial Lakes Village Homes Condominium Association Park Maintenance Fees Discussion Edina Housing and Redevelopment Authority Established 1974 CITY OF EDINA HOUSING & REDEVELOPMENT AUTHORITY 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Discussion Only. INTRODUCTION: The petition requests that the HRA eliminate the park maintenance fee at the end of 30 years starting in March 2019 and ending in December 2021. For this to happen, the HRA would have to take affirmative action to eliminate the fee. If no action is taken the fee will automatically renew for an additional 10 years. See attached staff report. ATTACHMENTS: Description Staff Report: Centennial Lakes Petition Attachment A: Centennial Lakes Attachment B: Edinborough Park Resident Handout January 31, 2019 Chair & Commissioners of the Edina HRA Don Uram, Finance Director Andrea Rich, Financial Analyst Susan Faus, Interim Park and Recreation Director Petition: Centennial Lakes Village Homes Condominium Association Park Maintenance Fees Information / Background: The Centennial Lakes Village Homeowners have petitioned the HRA to terminate the requirement to pay park maintenance fees per the terms of their agreement. This petition was received by the HRA on September 13, 2018. Agreements requiring a park maintenance fee were put into place for each of the six building and other adjacent properties back in the late 80’s and 90’s when Centennial Lakes Park was first constructed. Agreements were also put into place for properties adjacent to Edinborough Park. The City's intent at the time was that the Centennial Lakes project (and the Edinborough project before that) should assume the responsibility of the long-term costs of maintaining the park and related landscaping. The sources of funds for this purpose were 1) a "trust fund" that was initially funded by the developers of Centennial Lakes and the City, 2) fees collected from park users such as greens fees for the golf course, building rentals etc., and 3) an ongoing park maintenance charge assessed against the owners of properties within Centennial Lakes and Edinborough Park. It is this third type of fee which the homeowners seek to have removed from their properties. The reason for the fee is that the park and public facilities contemplated as part of the Centennial Lakes project were of a type that would require ongoing maintenance more than anything previously borne by the City. The Council at the time felt that the taxpayers of the City, who were supporting the upkeep of the park system in general, should not also bear the extraordinary costs associated with Centennial Lakes park which was seen as principally benefitting adjoining properties. The applicable portions of the agreements are below, but in summary, the agreements automatically renew after 30 years for an additional ten years unless the HRA and 75 percent of the homeowners agree to terminate the agreement. Park maintenance fees supporting Edinborough Park renew in perpetuity; however, fees supporting Centennial Lakes expire after 40 years. Park Maintenance Agreements The City currently has park maintenance agreements with 35 of the surrounding properties for Centennial Lakes and Edinborough Park. There are three sections in these agreements that are related to the homeowners’ request. They are: STAFF REPORT Page 2 Section 5 Public Maintenance Charge. (1) “It is understood and agreed that the Park, landscaping and amenities upon the Park Site, …shall be a benefit to all of the citizens of the City but shall be especially beneficial, due to the proximity and ease of use and enjoyment, to all owners and occupants of the Land and Project and all Lot Owners; that the benefits of the Park and such landscaping, amenities and parking can best be sustained and fully realized if they are kept in good condition and state of repair; that the owners of the Land and Project, and Lot Owners, should, therefore, help pay the costs of maintaining, operating, repairing, replacing and reconstructing the Park and such landscaping, parking and amenities upon the Park Site ...”. Section 5 (15) “The provisions of this Section 5 may be amended, from time to time, by an agreement, in writing, signed by the then owner of the Park Site [the HRA] and by at least seventy-five (75%) of all of the then record owners of the fee simple title to the platted lots …”. The Edinborough Park agreements call for agreement by the HRA and 95% of owners. Section 10 Covenants Running with the Land: Duration. (2) “The covenants and provisions of this Agreement shall continue up to and including the thirtieth (30th) anniversary of the date of this Agreement and shall then be automatically renewed and extended for a period of ten (10) additional years and shall end on the fortieth (40th) anniversary of the date of this Agreement, unless, after such thirtieth (30th) anniversary the covenants and provisions hereof are terminated by written agreement signed by the same persons and in the same percentages as required for an amendment of Section 5 hereof.” Fee Revenues Amending the agreement to eliminate the public maintenance fee for Centennial Lakes Village Homes would have an initial financial impact of about $83,000 annually and total $1,000,000 over the term of the agreements. However, the financial impact of granting this request will likely be larger, as neighboring properties follow suit in seeking to have their fees discharged. The calculation of the park maintenance fee differs by agreement. In general, the fees are calculated based on building size or number of units and when the buildings were given a Certificate of Occupancy (CO). Most of the agreements also included a clause stating that the public maintenance charge shall be increased annually based on the Consumer Price Index. Due to the complexity of the agreements, the City has analyzed each agreement and fee calculation to ensure that the properties were paying the correct amount. For 2018, the City has received $629,000 in park maintenance fees. Of that revenue, $402,000 is Centennial Lakes and $227,000 is Edinborough Park. The 2018 amounts include one-time catch up fees of $80,000 at Centennial Lakes and $2,500 for Edinborough Park. Park maintenance fees represent approximately 40 percent of revenue at Centennial Lakes and 16 percent of revenue at Edinborough Park. As stated in the agreement, the fees are intended to help pay the costs of maintaining, operating, repairing and replacing and reconstructing the parks. 2018 preliminary revenues and expenses and six years of history are attached illustrating the expenses (personal services, contractual, commodities, etc.). Except for 2017, operationally neither Centennial Lakes or Edinborough Park has been able to cover expenses with current revenue (see Attachments A and B). In 2017, Edinborough Park received a $93,000 past due payment from one of the adjacent properties. This trend is expected to continue in 2019 with both Centennial Lakes and Edinborough showing a budgeted operating loss of over $300,000. Following are estimated future association fee revenues for Centennial Lakes and Edinborough Park based upon the existing agreements remaining in place. STAFF REPORT Page 3 Centennial Lake 2018 Adjusted Actuals 2019 2020 2021 2022 2023 South Office Park 150,988 164,714 168,008 171,368 174,796 178,292 Medical Office Bldg 20,508 20,729 21,144 21,566 21,998 22,438 Retail Plaza 46,126 38,155 38,918 39,696 40,490 41,300 Coventry 17,280 17,280 17,280 17,280 17,280 17,280 Pinstripes 16,446 16,743 17,078 17,419 17,768 18,123 CL Village Homes 75,567 82,900 84,558 86,249 87,974 89,734 326,915 340,521 346,986 353,580 360,306 367,166 Edinborough Park Corporate Ctr 50,567 47,249 48,194 49,158 50,141 51,144 Brookdale Sr Living 65,696 78,384 79,952 81,551 83,182 84,845 Edin Hotel 37,381 - - - 23,940 23,940 Edin Village Homes 70,560 70,560 70,560 70,560 70,560 70,560 224,204 196,193 198,706 201,269 227,823 230,489 Total 551,119 536,714 545,691 554,849 588,129 597,656 Estimated fees* * Estimated fees based upon current rate plus 2 percent CPI where applicable. Based on continued operating losses and an estimated fund balance of less than $500,000, Centennial Lakes at some point may need to become part of the General Fund and funded through a combination of user fees and property taxes. Conclusion/Staff Recommendation: There are several items for the HRA to consider before deciding whether to eliminate the public maintenance fee for the Centennial Lakes Village Homes. These are described below: 1. Financial stability of the fund. Centennial Lakes expenses typically exceed revenues on an annual basis. Eliminating the park maintenance fee would increase the annual operating loss. With limited reserves, alternative funding sources would be required (property taxes, liquor contribution). 2. If the agreement is amended and the park maintenance fees are eliminated, it’s likely that other property owners will petition same. Assuming all are approved, the City would need to find an additional $500,000 or more to replace this funding source. 3. Based on a history of operating losses, limited reserves, and agreements terminating in approximately 10 years, should Centennial Lakes become part of the General Fund rather than an Enterprise fund? Staff’s recommendation is to continue collecting all park maintenance fees until the agreements terminate and plan to move Centennial Lakes into the General Fund for the 2020-2021 Budget. City of EdinaCentennial LakesAttachment A201220122012201220132013201320132014201420142014201520152015201520162016201620162017201720172017Prelim 2018Prelim 2018Prelim 2018Prelim 2018REVENUESREVENUESREVENUESREVENUES 4301 - CHARGES FOR SERVICES 713,695 735,557 758,893 801,023 939,422 778,408 877,217 4317 - ADVERTISING SALES- - - - - 91 174 4524 - CONCESSIONS - CENTENNIAL 28,641 32,368 26,924 29,374 23,069 22,998 26,198 4541 - GENERAL ADMISSIONS - 30 (60) - - (5) - 4555 - CENTENNIAL LAKES PARK 106,888 92,416 102,612 101,625 103,115 81,706 80,137 4558 - OTHER RENTAL5,868 9,725 8,632 7,842 5,290 4,346 5,441 4581 - SKATE RENTAL53,849 77,993 67,226 77,463 54,186 50,521 71,460 4583 - EQUIPMENT RENTAL 58,693 66,660 78,159 83,111 105,423 69,473 66,937 4593 - GREEN FEES EXEC COURSE 183,873 182,125 196,147 221,618 232,700 247,326 223,521 4604 - SPONSORSHIP INCOME - - 993 679 - 231 - 4606 - ASSOCIATION FEE 275,894 273,562 277,951 278,741 415,507 300,503 401,915 4607 - CLASS REGISTRATION - 510 300 532 120 1,258 1,080 4609 - ENTERPRISE CASH OVER/SHORT (10) 166 9 39 12 (40) 354 Total Revenues Total Revenues Total Revenues Total Revenues713,695713,695713,695713,695 735,557735,557735,557735,557 758,893758,893758,893758,893 801,023801,023801,023801,023 939,422939,422939,422939,422 778,408778,408778,408778,408 877,217877,217877,217877,217 EXPENSESEXPENSESEXPENSESEXPENSES 5502 - TOTAL COST OF GOODS SOLD (10,004) (13,081) (10,241) (14,891) (11,149) (8,488) (11,196) 6005 - PERSONAL SERVICES (527,627) (569,029) (560,057) (587,012) (620,235) (644,002) (651,311) 6101 - CONTRACTUAL SERVICES (142,006) (173,218) (173,902) (164,067) (157,147) (144,192) (160,822) 6401 - COMMODITIES(100,902) (98,576) (134,148) (116,913) (124,922) (116,002) (109,243) 6801 - CENTRAL SERVICES(49,909) (54,120) (48,112) (49,679) (58,503) (71,105) (72,516) 6901 - DEPRECIATION(38,830) (36,348) (39,809) (39,215) (39,595) (35,551) (31,680) Total Expenses Total Expenses Total Expenses Total Expenses(869,277)(869,277)(869,277)(869,277) (944,370)(944,370)(944,370)(944,370) (966,268)(966,268)(966,268)(966,268) (971,778)(971,778)(971,778)(971,778) (1,011,552)(1,011,552)(1,011,552)(1,011,552) (1,019,339)(1,019,339)(1,019,339)(1,019,339) (1,036,769)(1,036,769)(1,036,769)(1,036,769) Operating Inc/(Loss)Operating Inc/(Loss)Operating Inc/(Loss)Operating Inc/(Loss)(155,582)(155,582)(155,582)(155,582) (208,814)(208,814)(208,814)(208,814) (207,375)(207,375)(207,375)(207,375) (170,755)(170,755)(170,755)(170,755) (72,130)(72,130)(72,130)(72,130) (240,931)(240,931)(240,931)(240,931) (159,552)(159,552)(159,552)(159,552) City of EdinaEdinborough ParkAttachment B 201220122012201220132013201320132014201420142014201520152015201520162016201620162017201720172017Prelim 2018Prelim 2018Prelim 2018Prelim 2018REVENUESREVENUESREVENUESREVENUES 4301 - CHARGES FOR SERVICES 1,243,453 1,423,056 1,325,608 1,336,873 1,366,416 1,585,971 1,436,880 4317 - ADVERTISING SALES- - - - 472 1,138 333 4521 - CONCESSION SALES4,510 - - 232 - 1,432 1,132 4523 - CONCESSIONS - EDINBOROUGH 115,672 138,370 118,850 124,530 135,136 149,195 139,488 4532 - SEASON TICKETS50,348 64,515 63,190 89,769 125,641 148,235 120,559 4541 - GENERAL ADMISSIONS 646,399 755,241 684,881 636,834 617,989 716,309 709,375 4554 - EDINBOROUGH PARK 27,401 68,014 68,680 65,595 59,872 59,988 4,383 4557 - BIRTHDAY RENTAL166,342 165,040 158,878 178,870 191,254 182,557 161,648 4558 - OTHER RENTAL- - - 1,463 - 830 56,901 4584 - LOCKER RENTAL2,052 789 1,530 656 1,398 - 1,685 4585 - SOCK RENTAL12,090 11,523 9,421 9,942 10,619 11,418 12,364 4604 - SPONSORSHIP INCOME- - 1,484 - - - - 4605 - LESSON PROGRAM INCOME - - - 922 2,950 820 1,486 4606 - ASSOCIATION FEE221,242 219,908 219,185 227,686 220,612 314,097 226,669 4609 - ENTERPRISE CASH OVER/SHORT (2,604) (344) (491) 376 472 (48) 856 Total Revenues Total Revenues Total Revenues Total Revenues1,243,4531,243,4531,243,4531,243,453 1,423,0561,423,0561,423,0561,423,056 1,325,6081,325,6081,325,6081,325,608 1,336,8731,336,8731,336,8731,336,873 1,366,4161,366,4161,366,4161,366,416 1,585,9711,585,9711,585,9711,585,971 1,436,8801,436,8801,436,8801,436,880 EXPENSESEXPENSESEXPENSESEXPENSES 5502 - TOTAL COST OF GOODS SOLD (41,237) (80,981) (65,464) (75,116) (79,385) (71,514) (79,521) 6005 - PERSONAL SERVICES (654,628) (649,978) (640,110) (661,123) (704,081) (710,275) (716,701) 6101 - CONTRACTUAL SERVICES (302,339) (328,537) (299,977) (297,819) (288,240) (340,886) (337,828) 6401 - COMMODITIES(141,675) (134,824) (116,404) (133,441) (124,011) (136,232) (138,528) 6801 - CENTRAL SERVICES(54,010) (59,660) (49,558) (51,649) (67,005) (83,017) (79,092) 6901 - DEPRECIATION(161,396) (161,113) (168,732) (175,222) (180,550) (183,781) (189,060) Total Expenses Total Expenses Total Expenses Total Expenses(1,355,285)(1,355,285)(1,355,285)(1,355,285) (1,415,093)(1,415,093)(1,415,093)(1,415,093) (1,340,245)(1,340,245)(1,340,245)(1,340,245) (1,394,370)(1,394,370)(1,394,370)(1,394,370) (1,443,272)(1,443,272)(1,443,272)(1,443,272) (1,525,704)(1,525,704)(1,525,704)(1,525,704) (1,540,730)(1,540,730)(1,540,730)(1,540,730) Operating Inc/(Loss)Operating Inc/(Loss)Operating Inc/(Loss)Operating Inc/(Loss)(111,832)(111,832)(111,832)(111,832) 7,9637,9637,9637,963 (14,637)(14,637)(14,637)(14,637) (57,497)(57,497)(57,497)(57,497) (76,856)(76,856)(76,856)(76,856) 60,26760,26760,26760,267 (103,850)(103,850)(103,850)(103,850) Mayor Hovland and Edina HRA Commissioners: We the Centennial Lakes Condominium homeowners are here before you to provide multiple reasons why the Edina Park fees and covenants are unfair and outdated. We request that you vote with us to end the fees at 30 years. The HRA Commission should be familiar with the Centennial Lakes Village Homes Association Petition signed by over 200 homeowners. On August 23, 2018, committee Chair Lois Ring filed the signatures with Debra Mangen, City Clerk. The Petition signatures exceed the 75% required to amend the covenants; provided you vote with us to end the fee payments at 30 years as is the requirement for this amendment. Our Village Homes Association is a non-profit association. This sets us apart from the businesses that pay Park fees as they have revenue and income. Many of our owners are original owners and have paid fees for all 30 years. In 2018, a settlement fee for back price index increases of $75,000 between the City of Edina and our Association was reached and paid in full. An additional $81,000 total was paid from our monthly Association dues. To put this in perspective, the total paid in park fees in 2018 was more than 10% of the Association's annual budget! The 2018 Real Estate taxes were significantly increased up to 25% for some. Our Village homeowners are "double taxed" with Park fees and Real Estate taxes partly due to the Richfield School district referendum that passed as we are in the Richfield school district. These escalated costs are becoming a hardship for many especially the homeowners who have second mortgages. We understand the Coventry townhomes have a similar agreement except they do not have the price index increase. Their fees are set at $15 per month and their agreement went into effect about 10 years after our agreement. Coventry townhomes are an upscale property. The Edinborough Townhomes also have set fees with no price index increases however they have surpassed their 30 year opportunity to end the agreement. We have affordable housing in two of our buildings. The inconsistent Park fee assessments are discriminatory to Village homeowners. Two of our six Village Homes buildings do not border the Park. They face Edinborough Way or parking lots. Our property now almost 30 years old requires significant funding to restore and replace roofs, siding, gazebos, boilers, plumbing, windows, elevators, and more. Additionally, Village Homeowners maintain the expense for our three-parking lots, however, the City of Edina has an easement to our lots. Park visitors park in our lots as well as enjoy our grounds and gazebos. We are presently planning to remove and replant many over grown trees as well as pursue other structural updates. It is imperative in our association planning to continue funding these expenses in a way that keeps our property a fitting backdrop to this beautiful Park. No other Edina park imposes Park fees on a small fraction of Edina residents. The new multi-million dollar Arden Park restoration, now at planning stage, has no fees to the Edina residents who live along the border of the Park and Minnehaha Creek. The 71 France apartments recently completed in 2015 and the new Lund apartment project approved to be built on the Guitar Center property both border the beautiful Edina Promenade which includes a water feature. Those new residential projects and the developers do not pay Park fees. The City of Edina has an annual budget of about $112 million with an upward trend based on income from new development building permits reported to be multi-million dollar value. The City made an interest free business loan to Simon Properties for $5M. Our taxes and expenses to maintain our property are increasing. The Park fees that have been assessed inconsistently to residents and to Village homeowners are unfair and a hardship to many. We therefore respectfully request to be relieved of the projected $1 million in Park fees over the next 10 years to be paid by our 250 unit homeowners. This amounts to about $4,000 per homeowner. The first covenants' 30 year maturity date is March 18, 2019. The sixth covenants' maturity date is December 21, 2021. Therefore, this would be a gradual REDUCTION in fees for our homeowners and a gradual decrease in income to the City of Edina allowing the city plenty of time to adjust the budget and realize gains from the development projects. Council Member Bob Stewart stated at his last meeting: "He trusts the council will do the right thing." Also, an email response to Mayor Hovland from City Manager Gordon Hughes, who was City Manager when the covenants were written stated: "At the time he did not think beyond 30 years." This favors a vote with the Village Homeowners. A generation has passed; it is time Centennial Lakes Park is maintained by all citizens of Edina. In fairness, we ask you to take this opportunity and vote with us, not against us! Thank You!! Centennial Lakes Village Homeowners January 2019 Date: January 31, 2019 Agenda Item #: V.C. To:Chair & Commissioners of the Edina HRA Item Type: Report / Recommendation From:Bill Neuendorf, Economic Development Manager Item Activity: Subject:Amendment to Redevelopment Agreement with Pentagon Village, LLC Action Edina Housing and Redevelopment Authority Established 1974 CITY OF EDINA HOUSING & REDEVELOPMENT AUTHORITY 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve Amendment No. 1 to the October 2018 Redevelopment Agreement with Pentagon Village, LLC. INTRODUCTION: This item pertains to the use of Tax Increment Financing (TIF) to promote large-scale redevelopment of the 12- acre parcel commonly referred to as Pentagon Park South. An Amendment has been prepared by the HRA's legal counsel to reflect updates to the project. The Amendment will be distributed prior to the HRA meeting. ATTACHMENTS: Description Staff Report: Pentagon Village Amendment Pentagon Village Amendment No. 1 Conceptual Plans Amendment No. 1 January 31, 2019 Chair & Commissioners of the Edina HRA Bill Neuendorf, Economic Development Manager Amendment to Redevelopment Agreement with Pentagon Village, LLC Information / Background: The City of Edina and Edina Housing and Redevelopment Authority (HRA) executed a Tax Increment Financing (TIF) Redevelopment Agreement with Pentagon Village, LLC on October 16, 2018. This Agreement pertains to the complete redevelopment of the 12-acre site, commonly referred to as Pentagon South. Over the three months since the developer secured site plan approvals and the TIF Agreement, they have begun site work and full project design promptly. This project includes several different developers, owners and tenants. It will be constructed in multiple phases. It is important to clarify that TIF Notes can be issued no later than July 15, 2019 – due to limitations of MN TIF Statutes. As the developer continues to make swift progress on the site, they are requesting some changes to the site plan that reflect the needs of the users. In addition to zoning and site plan review by the Planning Commission and City Council, these proposed changes also have a potential impact to the economic development goals that were embodied in the TIF Redevelopment Agreement. The economic impacts of the proposed changes were summarized in the January 17, 2019 staff memo and are reiterated in the following table: Description of Change Economic Impact to 12-Acre Project 1. Construction of a larger Dual Brand Hotel Increases the anticipated tax base and increases the potential hotel tax revenue generated on site. Also increases the vibrancy of the site by having more evening occupants. STAFF REPORT Page 2 Description of Change Economic Impact to 12-Acre Project 2. Construction of Extended Stay Hotel at grade – rather than on top of Parking Structure No. 1 No change to the economics. 3. Combination of Parking Structure No. 1 and No. 2 into a single structure Will likely increase the overall number of parking stalls that will be included in the Public Parking Easement. This potential increase in public parking comes at no greater expense to the HRA. The impact to the overall economics is unable to be determined since the timing and size of the future office buildings are unknown. 4. Construction of mixed-use building as part of Phase 1 instead of Phase 2 Hastens the growth in tax base and delivers more daytime occupants to the site more quickly. SUMMARY AND RECOMMENDATION Staff has worked with legal and financial advisors at Dorsey & Whitney and Ehlers Associates to fully understand the impact to the economic development goals embodied in the TIF Redevelopment Agreement. After meeting with the developer to understand the needs of the project to remain on schedule and achieve the shared goals, an Amendment has been prepared. The Amendment addresses four aspects of the Redevelopment Agreement: 1) Reflects the revised timing and scope of each phase and each element. 2) Reflects construction of a single parking structure to be built in two or three stages 3) Establishes conditions and timelines for the public roadway, public sidewalks and perimeter landscaping elements to be installed in case there is a delay in construction on Lots 3 (extended stay hotel) or 5 (future office). 4) Modifies the public parking easement to reflect the larger parking structure and phased construction. The amount of incremental property taxes pledged (up to $18.1 million) and the overall timing of the project remains the same. The same Amendment is scheduled to be presented to City Council on February 5, 2019. This schedule is intended to coincide with the updated Site Plan Approvals for Phase 1. Staff recommends approval of this Amendment. # # # 4852-0163-9812\11 FIRST AMENDMENT to REDEVELOPMENT AGREEMENT by and among CITY OF EDINA, MINNESOTA, HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA, and PENTAGON VILLAGE, LLC Dated as of February 5, 2019 THIS DOCUMENT WAS DRAFTED BY: Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 1 4852-0163-9812\11 FIRST AMENDMENT TO REDEVELOPMENT AGREEMENT (Pentagon South) THIS FIRST AMENDMENT TO REDEVELOPMENT AGREEMENT (“Amendment”) is made and entered into as of February 5, 2019, by and among the CITY OF EDINA, MINNESOTA, a Minnesota statutory city (the “City”), the HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “Authority”) and PENTAGON VILLAGE, LLC, a Delaware limited liability company (“Redeveloper”). RECITALS A. The City, the Authority and Redeveloper are parties to a Redevelopment Agreement dated October 16, 2018 (the “Original Agreement”, and such Original Agreement as modified by this Amendment, collectively, the “Agreement”). B. Upon the terms and conditions set forth in the Original Agreement, the Authority and the City agreed to provide Redeveloper with certain tax increment financing assistance in connection with Redeveloper’s redevelopment of certain property located within in the City’s Pentagon Park Tax Increment Financing District, as such property more particularly described in the Agreement. C. As set forth in the Original Agreement, one of the conditions to the Authority providing Redeveloper tax increment financing assistance is Redeveloper’s construction of certain “Minimum Improvements” in accordance with the “Pentagon South Final Development Plan” and other “Pentagon South City Approvals”. D. Redeveloper has requested the City’s regulatory approval of certain modifications to the Pentagon South Final Development Plan (such Pentagon South Final Development Plan as so modified referred to herein as the “First Amended Final Development Plan”) and the City has approved such First Amended Final Development Plan and certain other changes to the original Pentagon South City Approvals pursuant to City Ordinance No. 2019-[___] and City Council Resolution No. 2019-[___] (collectively, the “First Amended City Approvals”). E. Redeveloper has requested that (i) the Authority consent to the First Amended Final Development Plan and the corresponding changes to some of the “Elements” of the “Minimum Improvements” described in the Original Agreement and (ii) the Authority and the City amend the Original Agreement so as to otherwise incorporate the provisions of the First Amended City Approvals therein. F. Upon the terms and conditions set forth in this Amendment, the Authority has agreed to consent to the First Amended Final Development Plan, and the parties have otherwise agreed to amend the Original Agreement as set forth herein. NOW, THEREFORE, in consideration of the promises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 2 4852-0163-9812\11 1. Recitals; Definitions. The foregoing recitals are true and accurate and are incorporated herein as part of the agreement of the parties. Any word or term with an initial capital letter shall have the meaning given to it in this Amendment or if not so defined herein shall have the meaning given to it in the Original Agreement. 2. Consent. Subject to the terms and conditions of this Amendment, the Authority and the City hereby consent to the First Amended Final Development Plan and the First Amended City Approvals. 3. Defined Terms; Exhibits. For all purposes under the Agreement, the following capitalized terms are hereby amended to have the meanings set forth below and Exhibits A, C and D are hereby replaced as set forth below: (a) “Expansion Parking Element” means any future expansions and/or additions to the number of parking stalls in the Initial Parking Element. (b) “Future Project Site Work” has the meaning set forth in Section 4 of this Amendment, which such section amends and restates Section 6.1 of the Original Agreement. (c) “Future Vertical Element” means the Element of Phase 2 which may be constructed above, integrated into, and connected to the Parking Facility. (d) “Hotel Element 1” means the 5-story, approximately 235-room dual-branded hotel to be constructed on Lot 2, with associated surface parking as approved by the City in the Pentagon South City Approvals (e) “Hotel Element 2” means the 4-story, approximately 153-room extended stay hotel to be constructed on Lot 3, with associated surface parking, as approved by the City in the Pentagon South City Approvals (f) “Initial Parking Element” means the approximately 423-stall, free-standing, three-level parking structure to be constructed on the southerly portion of Lot 5. (g) “Parking Element” means, collectively, the Initial Parking Element and the Expansion Parking Element. (h) “Parking Facilities Easement” means a permanent, public easement for access and use of the Parking Element to be granted by Redeveloper to the City pursuant to an easement agreement in the form attached hereto as Exhibit C; and Exhibit C to the Original Agreement is hereby deleted in its entirety and Exhibit C attached hereto is inserted in lieu thereof. (i) “Pentagon South City Approvals” means the original Pentagon South City Approvals, as revised and amended by the First Amended Final Development Plan and the First City Approval Amendment. (j) “Pentagon South Final Development Plan” means the First Amended Final 3 4852-0163-9812\11 Development Plan, approved by the City pursuant to the First Amended City Approvals, including, without limitation, (a) the plan set entitled Final Development Plan Site Improvements 12/14/18 Plan Update for Pentagon Village prepared by Westwood Professional Services, Inc. (the “Final Civil Plans”), and (b) Pentagon Village Master Plan Concept prepared by RSP Architects, dated January 16, 2019 and presented to the City in connection with the City’s granting of the First Amended City Approvals. (k) “Project Area Map” means the Project Area map attached hereto as Exhibit A; and Exhibit A to the Original Agreement is hereby deleted in its entirety and Exhibit A attached hereto is inserted in lieu thereof. (l) Phase 1C Minimum Improvements. The definition of Phase 1C Minimum Improvements shall be amended to delete the reference to Parking Element, as Hotel Element 2 will be served by the Parking Element as defined in this Amendment, not as defined in the Original Agreement. (m) Phase 2, Phase 2 Minimum Improvements, and Projected Phase 2 Improvements. Section 4.1(a)(4) is deleted in its entirety and replaced with the following: “The Phase referred to herein as “Phase 2” shall consist of at least one additional Element consisting of at least 100,000 square feet of gross building area, to be developed and constructed in accordance with amended Pentagon South City Approvals approved by the City Council in connection with the site plan, PUD and other requisite land use applications submitted by Redeveloper for the actual development of such Element (the “Phase 2 Minimum Improvements”). This Element is anticipated to be, but is not required hereunder to be, (A) an approximately 5-story office building containing approximately 125,000 square feet or (B) a multi-story building integrated into the Parking Element (i.e., the Future Vertical Element) which is anticipated to contain approximately 100,000 square feet (but the actual square footage of which will be driven and supported by market conditions at the time a land use application is submitted to the City for such Future Vertical Element), together with the Expansion Parking Facility, each of which Redeveloper currently anticipates that, based on current market conditions, will be developed and constructed on Lot 5 (which may be subdivided into lots to allow for construction of two buildings) (the Elements described in clauses (A) and (B) above, collectively, the “Projected Phase 2 Improvements”). (n) “TIF Pro Forma” is hereby amended to mean the detailed TIF pro forma attached hereto as Exhibit D; and Exhibit D to the Original Agreement is hereby deleted in its entirety and Exhibit D attached hereto is inserted in lieu thereof. 4. Commencement and Completion of Minimum Improvements. Section 6.1 of the Original Agreement is hereby deleted in its entirety and replaced with the following: “Section 6.1 Commencement and Completion of Minimum 4 4852-0163-9812\11 Improvements. The chart below is Redeveloper’s current anticipated timeline for the Commencement and Completion of the Minimum Improvements and the remaining Projected Phase 2 Improvements. The Commencement and Completion dates for the Minimum Improvements shall be substantially in accordance with the below timeline, and failure to meet such dates shall be a Default as described in Section 6.2. The actual completion of the remaining Phase 2 Minimum Improvements will be driven by market conditions and failure to meet the below dates for the remaining Projected Phase 2 Minimum Improvements will not be a Default under this Agreement. Redeveloper shall notify the Authority of material changes to the following Commencement and Completion dates. Redeveloper shall periodically provide the Authority with written notification related to meeting proposed construction benchmarks. Minimum Improvements Timeline Minimum Improvements Commencement Completion Phase 1A Retail Element No later than July 31, 2019 No later than December 31, 2020 Plaza Element No later than March 1, 2019 No later than 12 months following Completion of the Project Site Work Project Site Work No later than December 1, 2018 No later than December 31, 2019 Phase 1B Second Element (Hotel Element 1 anticipated) July 1, 2019 preferred, but no later than July 1, 2020 No later than June 30, 2021 Phase 1C Initial Parking Element No later than April 15, 2019 No later than July 31, 2020 Third Element (Hotel Element 2 anticipated) No later than September 1, 2019 No later than December 31, 2021 Phase 2 Fourth Element July 1, 2019 preferred, but no later than October 1, 2021 No later than October 1, 2023 Projected Phase 2 Improvements Commencement Completion Fifth Element June 1, 2019 preferred N/A 5 4852-0163-9812\11 Expansion Parking Element June 1, 2019 preferred N/A Sixth Element June 1, 2019 preferred N/A Notwithstanding anything to the contrary set forth in the foregoing Minimum Improvements timeline, the following Completion dates shall apply to those certain portions of the Project Site Work described in clauses (a) through (c) below (collectively, the “Future Project Site Work”): (a) Redeveloper shall cause the Completion of the following aspects of the Project Site Work to occur by no later than September 30, 2020: (i) any item of Project Site Work identified on the Final Civil Plans as “future” work, including the Public Infrastructure Improvements on W. 77th Street and Computer Avenue, the sidewalk improvements and trees adjacent to the retail buildings on W. 77th Street (i.e., the Retail Element), the sidewalk improvements and trees adjacent to the retail/office building on Computer Avenue, and the curb, sidewalks and trees adjacent to the Plaza Element and the surface parking lot; and (ii) rough-grading and seeding (without any perimeter landscaping or sidewalk) for that portion of Lot 5 that will contain the Phase 2 Minimum Improvements (expected to be the first office Element). (b) If , subject to Unavoidable Delay, Commencement of the Phase 1C Minimum Improvements (expected to be Hotel Element 2) has not occurred by June 30, 2022, Redeveloper shall cause the Completion of the installation of the perimeter sidewalk and trees along Computer Avenue and Viking Drive to occur by no later than September 30, 2022. (c) If, subject to Unavoidable Delay, Commencement of the Phase 2 Minimum Improvements (expected to be the first office Element) has not occurred by June 30, 2022, Redeveloper shall cause the Completion of the installation of the perimeter sidewalk and trees along Normandale Road to occur by no later than September 30, 2022.” 5. Conditions Applicable to TIF Note A. Section 8.2(a)(ii)(2) is hereby deleted in its entirety with the following inserted in lieu thereof: “(2) Completion of the Project Site Work, including the site preparation for the Plaza Element, but excluding the Future Project Site Work, all in accordance with the Pentagon South City Approvals (including, specifically, the Final Civil Plans); provided, however, Redeveloper shall cause the Completion of the Future Project Site Work to occur by no later than the dates set forth in Section 6.1(a) through (c); and further provided that if Completion of the Future Project Site Work as provided above has not occurred by such applicable Completion dates, it shall be an automatic 6 4852-0163-9812\11 Event of Default until the timely Completion of the applicable Future Project Site Work, and, notwithstanding anything to the contrary regarding the remedies afforded to the Authority following an Event of Default, the Authority’s sole remedy for the failure to meet the applicable Completion Dates for the Future Project Site Work shall be the suspension of payments and accrual of interest under TIF Note A until such Event of Default is so cured;” 6. Conditions Applicable to TIF Note B. Sections 8.2(a)(iii)(4) and (5) are hereby deleted in their entirety with the following inserted in lieu thereof: “(4) Completion of the Initial Parking Element; and (5) Granting to the City of the Parking Facilities Easement as soon as reasonably practical following the Completion of the Initial Parking Element, but no later than thirty days following Completion of the Initial Parking Element.” 7. Conditions Applicable to TIF Note C. Sections 8.2(a)(iv)(4) is hereby deleted in its entirety with the following Sections 8.2(a)(iv)(4) and (5) inserted in lieu thereof: “(4) Commencement of at least the fourth Element, which such Element must consist of at least 100,000 square feet of gross building area, pursuant to revised and amended Pentagon South City Approvals approved by the City Council in connection with the site plan, PUD and other requisite land use applications submitted by Redeveloper for the actual development of the fourth Element (the “Phase 2 City Approvals”), which such Phase 2 land use applications for the Phase 2 City Approvals shall include design considerations for the Future Vertical Element, for shared access routes, shared parking resources and utility service from utilities installed as part of the Project Site Work; and (5) the installation of enhanced or additional pilings or footings within the Initial Parking Element to support the Future Vertical Element and Expansion Parking Element.” 8. Authority Remedies. Section 13.5(b) is hereby amended to add reference to the Authority’s rights regarding Redeveloper’s TIF eligibility under Section 8.2(a)(ii)(2). 9. Ratification. Except as specifically modified by this Amendment, the terms and provisions of the Original Agreement shall remain in full force and effect. 10. Binding Effect. This Amendment amends and supplements the Agreement. If there is a conflict between the provisions of the Original Agreement and this Amendment, the provisions of this Amendment shall control. This Amendment shall be binding upon and inure to the benefit of the City, the Authority, Redeveloper, and their respective successors and assigns. 11. Counterparts. This Amendment may be executed simultaneously in one or more 7 4852-0163-9812\11 counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or email copies shall be deemed originals. [Remainder of page intentionally left blank; signature pages follow] [Signature Page to First Amendment to Redevelopment Agreement (Pentagon South)] IN WITNESS WHEREOF, the City, the Authority and Redeveloper have caused this Amendment to be duly executed in their names and on their behalf, all on or as of the date first above written. CITY OF EDINA, MINNESOTA By: _____________________________ James B. Hovland, Mayor By: _____________________________ Scott H. Neal, City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of _______________, 2019, by James B. Hovland and Scott H. Neal, the Mayor and City Manager, respectively, of the City of Edina, Minnesota, on behalf of the City of Edina. Notary Public [Signature Page to First Amendment to Redevelopment Agreement (Pentagon South)] HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA By: ______________________________ James B. Hovland, Chair By: ______________________________ Michael Fischer, Secretary STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of _______________, 2019, by James B. Hovland and Michael Fischer, the Chair and Secretary, respectively, of the Housing and Redevelopment Authority of Edina, Minnesota, on behalf of said Authority. Notary Public [Signature Page to First Amendment to Redevelopment Agreement (Pentagon South)] PENTAGON VILLAGE, LLC a Minnesota limited liability company By: ____________________________________ Name: __________________________________ Its: ____________________________________ STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ___ day of _______________, 2019, by __________________, the _______________________ of PENTAGON VILLAGE, LLC, a Minnesota limited liability company, on behalf of the limited liability company. Notary Public [Exhibit A to First Amendment to Redevelopment Agreement (Pentagon South)] 4852-0163-9812\11 EXHIBIT A Project Area Map [See attached.] Phone(952) 937-5150 12701 Whitewater Drive, Suite #300Fax(952) 937-5822 Minnetonka, MN 55343(888) 937-5150 C-1 4830-7341-8354\15 EXHIBIT C Form of Parking Facilities Easement Agreement PARKING FACILITIES EASEMENT AGREEMENT between THE CITY OF EDINA, MINNESOTA and PENTAGON VILLAGE, LLC Dated as of ________________ ___, 20____ THIS DOCUMENT WAS DRAFTED BY: Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 C-2 4830-7341-8354\15 PARKING FACILITIES EASEMENT AGREEMENT (Pentagon South) THIS PARKING FACILITIES EASEMENT AGREEMENT (this “Agreement”) is made and entered into this ___ day of ____________, 20____ (“Effective Date”), by and between the CITY OF EDINA, MINNESOTA, a Minnesota statutory city (the “City”), and PENTAGON VILLAGE, LLC, a Minnesota limited liability company (“Owner”). RECITALS: A. The Housing and Redevelopment Authority of Edina, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “Authority”), the City, and Owner, as “Redeveloper”, are parties to that certain Redevelopment Agreement dated October 16, 2018, as amended by First Amendment to Redevelopment Agreement dated February ___, 2019 (the “Contract”). B. Such Contract provides for the redevelopment by Owner of the Project Area (as defined in the Contract) and located within the Pentagon Park Tax Incremental Financing district, established by the Authority pursuant to Resolution No. 14 – 2014 – 2, in coordination with the Authority and with the cooperation and assistance of the City. C. The Contract provides for the expenditure of public and other funds for certain Minimum Improvements to assist in the redevelopment of the Project Area. D. Such Minimum Improvements currently include a three-level, approximately [423]-space parking structure (the “Initial Parking Facility”), which such Initial Parking Facility is designed such that it can be expanded vertically in the future to include (i) additional levels of parking located directly above the Initial Parking Facility (the “Expansion Parking Facility”, together with the Initial Parking Facility collectively, the “Parking Facility”) and (ii) an office, hotel, and/or residential building located above, integrated into, and connected to the Parking Facility (the “Future Vertical Element”), which such Parking Facility is located on certain real property within the Project Area legally described on the attached Exhibit A (the “Burdened Property”). E. The City and Owner have agreed in the Contract that Owner shall grant an easement to the City pursuant to which the Parking Facility will be permanently open and accessible to the general public for parking purposes pursuant to the terms and conditions of this Agreement. F. The essential purpose of the Parking Facility is to support and promote commercial activity within the Project Area by serving the private parking needs of the commercial elements within the Project Area (including the Future Vertical Element), and the rights granted to the City and the general public by Owner in this Agreement are in recognition of the tax increment financing assistance provided by the City and the Authority used to finance the construction of the Initial Parking Facility. G. Owner has agreed to own, operate, manage, and maintain the Parking Facility pursuant to the terms of this Agreement. C-3 4830-7341-8354\15 H. The City and Owner deem it to be in their interests and in furtherance of the economic development and redevelopment plan for the Project Area reflected in the Contract to enter into this Agreement. I. All capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Contract. 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 others as follows: ARTICLE I GRANT OF EASEMENT Section 1.1 Easement Premises. Owner hereby grants and conveys to the City, for the benefit of the City and the general public: (a) a non-exclusive, perpetual public easement over, across, upon and through all levels and areas of the Parking Facility, together with and including all ancillary amenities, components, and fixtures directly related to such vehicular parking use located thereon and therein for the users of the Parking Facility in general and as required by, or reasonably inferable from, the Final Development Plan, Development Contract, and the Contract (e.g., bike racks and storage units, bike repair facilities and equipment, EV charging stations) (collectively, the “Parking Premises”) for the purpose of the general public utilizing the parking stalls within the Parking Facility for vehicular parking and utilizing such other amenities, components, and fixtures of the Parking Premises for their respective intended purposes, all in accordance with and subject to the terms and conditions of this Agreement, except, notwithstanding the foregoing, the Parking Premises shall not include the top level of any Expansion Parking Facility, which such level shall be utilized to serve the Private Party(ies) using and occupying the Future Vertical Element; and (b) a non-exclusive, perpetual public easement over, across, upon and through those certain portions of the Project Area which provide pedestrian and vehicular access to and from public rights of way, streets, alleys, public spaces, and easements appurtenant and/or used in connection with the Parking Premises located on the Project Area and adjoining or contiguous to the Parking Premises, including all roads, driveways, parking lots, exterior concourses, passageways, sidewalks and stairways providing such means of access (but excluding all such areas or means of access intended to serve as exclusively private access to, or for the sole benefit of, the commercial elements within the Project Area (including the Future Vertical Element), all as [legally described and/or depicted] on the attached Exhibit B (collectively, the “Access Premises”, and together with the Parking Premises, collectively the “Easement Premises”), all in accordance with and subject to the terms and conditions of this Agreement. The Easement Premises do not include the air rights lying above the Parking Facility. [NTD: The final description and/or depiction of the Access Premises will be determined after construction of site improvements, and such Access Premises will be consistent with C-4 4830-7341-8354\15 the non-exclusive ingress/egress routes available to all parcels in the Project Area and otherwise sufficient to provide the public reasonable means of access to and from the Parking Premises.] ARTICLE II TERM Section 2.1 Term. The easements granted hereby, and each reservation, covenant, condition and restriction contained in this Agreement, shall be effective as of the date hereof, shall be perpetual, and shall remain in effect until affirmatively released by the City. Such release shall be evidenced by the recording of a release or termination of this Agreement in the real estate records of Hennepin County, Minnesota, at which time this Agreement shall terminate, subject to reconciliation of expenses and obligations incurred through the date of release or termination and the continuation of those provisions that specifically survive termination of this Agreement, and the Parking Facility and any other areas of the Easement Premises shall thereafter belong to and be under the sole control of Owner. ARTICLE III USE OF EASEMENT PREMISES Section 3.1 Operation and Control of Easement Premises. During the term of this Agreement, Owner shall operate the Easement Premises, and the Parking Facility as a whole, in accordance with this Agreement and all applicable governmental laws, ordinances, regulations and orders pertaining to parking facilities generally from time to time, at Owner’s sole cost and expense. Subject to the terms of this Agreement, Owner has full authority and control over the management, operation, and use of the Easement Premises and the Burdened Property. Owner is entitled to keep and retain as its own property all income and revenue produced from the use and operation of the Easement Premises during the term of this Agreement and shall have no obligation to report to or account to the City for any such income or revenue or with respect to expenses incurred by Owner in its use and operation of the Easement Premises; provided, however, parking within the Parking Facility by the general public shall be free of charge and Owner shall not charge any fee to the general public for the use of the Parking Facility pursuant to this Agreement. Owner may engage such employees, agents, or independent contractors as it may deem advisable to conduct the management, repair, maintenance, and operation of the Easement Premises from time to time during the term of this Agreement. Except as specifically set forth herein, Owner is entitled to make all decisions and to execute all agreements, in its sole discretion, with respect to the Parking Facility so long as such decisions and agreements do not violate the provisions of this Agreement, the Contract, the approved Final Development Plan, or any applicable governmental laws, ordinances, regulations or orders, as each of the foregoing may be amended and so long as each of the foregoing remains in effect. Section 3.2 Signage. Owner shall install and maintain the following signage: (a) A prominent, permanent “Public Parking” sign at or near two out of the three vehicular entrances to the Parking Facility, including the entrance located off of C-5 4830-7341-8354\15 Viking Drive. (b) A permanent placard (to be no smaller than approximately 8 1/2 by 11 inches) in the main lobby or foyer of the Parking Facility which states that the public parking available in the Parking Facility is provided in partnership with the City and the Authority. (c) Prominent, permanent wayfinding signage located with and in form and design consistent with other wayfinding signage within the Project Area, which such signage indicates the presence of and direction to the public parking available in the Parking Facility. The final design and wording of each element of the foregoing signage shall be subject to the prior reasonable approval of the City Manager. Section 3.3 Waste, Nuisance, Damage, Disfigurement or Injury to Easement Premises. Neither the City nor Owner shall knowingly or willfully commit or suffer to be committed any waste or damage in or upon the Easement Premises, or any disfigurement or injury to any improvements hereafter erected or located upon the Easement Premises, or any part thereof, or the fixtures and/or equipment thereof. Owner, in its use and occupancy of the Easement Premises, shall not knowingly and willfully commit or suffer to be committed any act or thing which constitutes a public nuisance. Usual and normal wear and tear, damage by the elements, unavoidable casualty or depreciation and diminution over time shall not be considered “waste,” “nuisance,” “damage, “disfigurement,” or “injury.” Section 3.4 Owner’s Reservation of Certain Rights. The City’s easement rights under this Agreement shall be subject to the following reservations as well as the other applicable provisions contained in this Agreement: (a) Owner reserves the right to designate and reserve (including by the posting of appropriate signage and/or by the erection of physical barriers) up to 10% of the parking stalls and all EV charging stations within the Parking Facility for exclusive use by and for Owner, or its tenants, occupants, and/or other users of the commercial elements within the Project Area, and/or their respective permittees or invitees (hereinafter individually referred to as “Private Party”, collectively referred to as “Private Parties”); (b) [To the extent certain amenities, components, and/or fixtures of the Parking Facility are intended for the exclusive use of Owner, or any Private Party (including the Future Vertical Element), Owner reserves the right to reserve the same for exclusive use by such Private Parties and not provide the same to the general public.] [NTD: The preceding will be revised prior to execution of this Agreement to more specifically describe the Parking Facility amenities, if any, which are intended for the exclusive use of such Owner/tenant-related parties.] (c) Owner reserves the right to close-off any portion of the Easement Premises for such reasonable period of time as may be legally necessary, in the opinion of Owner’s counsel, to prevent the acquisition of prescriptive rights by anyone; provided, however, that prior to closing-off any portion of the Easement Premises, Owner shall give as much C-6 4830-7341-8354\15 written notice as reasonably practicable of its intention to do so; (d) Owner reserves the right at any time and from time to time to exclude and restrain any private third party from access to the Parking Facility for cause and on a non-discriminatory basis; (e) Owner reserves the right to adopt and enforce reasonable rules and regulations (as the same may be revised from time to time, collectively “Rules”) for the safe, efficient, and orderly use and operation of the Easement Premises, so long as such Rules are applied on a non-discriminatory basis and do not adversely impact the City’s or the public’s rights to the use of the Easement Premises as set forth in this Agreement beyond a de minimis extent. (f) In addition to Owner’s Rights with respect to future expansion of the Parking Facility, as set forth in Article IV: (i) Owner reserves the right to temporarily erect or place barriers in and around areas on the Easement Premises or the Burdened Property which are being constructed and/or repaired in order to ensure either safety of persons or protection of property; (ii) Subject to the terms of the Contract and Article IV below, Owner reserves the right to redesign, redevelop, renovate and otherwise change the Easement Premises so long as (i) Owner obtains all requisite governmental approvals, (ii) such changes do not diminish the overall quality, quantity, and/or size of the Easement Premises (or any of its component parts) beyond a de minimis extent, and (iii) such changes do not otherwise adversely impact the City’s or the public’s rights to the use of the Easement Premises as set forth in this Agreement beyond a de minimis extent. ARTICLE IV FUTURE EXPANSION OF PARKING FACILITY Section 4.1 General. As stated in Recital D above, the parties anticipate that Owner will modify and vertically expand the Initial Parking Facility in the future to include the Expansion Parking Facility and the Future Vertical Element (individually and collectively referred to as, the “Expansion”). The design and construction of the Expansion shall be performed at Owner’s sole cost and expense. For purposes of clarity, upon completion of the construction of the Expansion Parking Facility and/or any part thereof, the Parking Facility, the Easement Premises, the easement rights granted herein, and the rights and obligations of Owner herein shall automatically be deemed to be expanded to include and apply to the Expansion Parking Facility on the same terms and conditions set forth herein with respect to the original Parking Facility and original Easement Premises. Section 4.2 Notice of Work. When Owner intends to commence construction of the Expansion, it will first give the Authority written notice thereof and include reasonably detailed information and plans regarding the construction, and anticipated scheduling and sequencing of C-7 4830-7341-8354\15 the Expansion for the Authority’s review and reasonable, prompt approval by the Authority’s staff (e.g., Executive Director, Economic Development Manager, etc.). Such information and plans will be deemed approved by the Authority if the Authority, via its staff, has not given written notice of disapproval within 30 days of such notice. By way of example, and not limitation, the Authority may object to such information and/or plans if the same fail to comply with the terms and conditions of the Contract and/or this Agreement. If Owner makes any “material deviation” (as defined below) to the Expansion information and plans required hereunder after the Authority has approved the same, Owner will notify the Authority of such changes, and the Authority shall thereafter have 30 days to approve such material deviation in accordance with this Section. For purposes of this Section, a “material deviation” equates to an objective deviation from the information and/or plans for the Expansion originally approved by the Authority, and not a subjective determination that the intent of such information and/or plans is not met. The Authority’s review and approval of such plans and information shall in no way be deemed a representation or warranty that such plans comply with applicable law or otherwise create any liability for Authority, nor shall the Authority’s review and approval of such plans and information be deemed to satisfy any plan review or permitting requirements imposed by the regulations and ordinances of the City or any other governmental entity. Section 4.3 Manner of Work. Owner shall cause all work related to the construction of the Expansion to be performed with reasonable diligence and in a manner so as to minimize interference with the use and operation of the Parking Facility. Specifically, at all times during construction of the Expansion (a) at least one point of ingress and egress to and from the Parking Facility shall remain open and accessible and (b) Redeveloper shall use commercially reasonable efforts to limit the times and durations when the Parking Facility (or portions thereof) is not open and available for the purpose of the general public utilizing the Parking Premise in accordance with this Agreement. During construction of the Expansion, Owner shall maintain, or cause to be maintained, the Easement Premises in a safe, clean, and orderly condition, and perform, or require to be performed, all of construction activities in a commercially reasonable manner, including installation and maintenance of all necessary barricades, fences, overhead protection, and signage to ensure the health and safety of all users of the Parking Facility. If there is imminent danger of injury or damage to person or property due to damage or failure of any structural element or other facility in the Parking Facility, the City shall give reasonable notice (under the circumstances) to Owner and Owner shall immediately correct such damage or failure or otherwise take reasonable steps to prevent such injury or damage. The City may correct such damage or failure if Owner fails to do so following receipt of the notice required hereunder. Section 4.4 Temporary Closure. Notwithstanding anything herein to the contrary, the City and Authority acknowledge that construction of the Expansion may require the temporary closure of the Parking Facility, provided, however, Owner, subject to Unavoidable Delays (as defined below) shall not permit the Parking Facility to be closed for a period of longer than twelve (12) consecutive calendar months in connection with such construction of the Expansion. If, in connection with such construction of the Expansion, the Parking Facility is closed to the general public for a period of twelve (12) consecutive calendar months or longer, the City may give Owner written notice of such default and (a) suspend payment of Available Tax Increment and accrual of interest under any outstanding TIF Note and/or (b) pursue all available remedies at law and in equity, until such default is cured, if such default is not cured within fifteen (15) days of receipt of written notice of a default. For purposes of this Section, “Unavoidable Delays” means delays, C-8 4830-7341-8354\15 outside the control of Owner, which are the direct result of (i) unusually severe or prolonged bad weather, (ii) acts of God, fire or other casualty to the Parking Facility, (iii) litigation commenced by third parties which directly results in delays, (iv) acts of any federal, State, or local government unit which directly result in delays, (v) strikes, other labor trouble, or (vi) delays in delivery of materials. Section 4.5 Insurance. During the construction of the Expansion, Owner’s contractor performing such construction activities, shall maintain in full force and effect: (a) commercial general liability insurance with limits of at least $2,000,000 for bodily or personal injury or death; (b) automobile liability insurance having a combined single limit of at least $1,000,000; and (c) workers’ compensation insurance in accordance with applicable law. All liability policies shall list the City as an additional insured. All policies shall provide that the City shall receive at least 10 days’ notice prior to any cancellation or termination of such insurance policies. Owner’s contractor performing the construction activities shall deliver to the City a certificate evidencing such insurance and coverages as a condition to commencement of the construction of the Expansion. ARTICLE V MAINTENANCE OF THE EASEMENT PREMISES Section 5.1 Maintenance. At all times during the term hereof, Owner, at its cost and expense, shall keep and maintain the Parking Facility and Access Premises in good condition and repair in a first-class manner, similar to that of other structured parking facilities located within other first-class, multi-use projects in the Minneapolis-Saint Paul metropolitan area, which such maintenance shall include, without limitation, the following: (a) all repairs, replacements, renewals, alterations, additions and betterments thereto, interior and exterior, structural and non-structural, ordinary and extraordinary, and foreseen and unforeseen, all as may be necessary to keep the Parking Facility in the condition and repair required by this Agreement; (b) maintaining all drive and parking surfaces in a smooth and evenly-covered condition, which maintenance work shall include cleaning, sweeping, restriping, repairing and resurfacing the same; (c) maintaining in good working order (including cleaning and painting as necessary), repairing, and replacing as necessary the Access Premises; (d) maintaining in good working order, repairing, and replacing as necessary all ventilation and mechanical systems; (e) maintaining in good working order, repairing, and replacing as necessary any automated parking system; (f) maintaining in good working order, repairing, and replacing as necessary all domestic water, sewer, storm water, gas, electricity, power, heat, telephone, other communications service, commercially reasonable security and safety systems, and any and all other utility or similar services used, rendered, or supplied, upon, at, from, or in C-9 4830-7341-8354\15 connection with the Parking Facility; (g) periodic removal of all papers, debris, filth, refuse, ice and snow, provided all sweeping shall be at appropriate intervals during such times as shall not unreasonably interfere with the use of the Easement Premises; (h) placing, keeping in repair, replacing and repainting any appropriate directional signs or markers, within or associated with the Parking Facility and Accesses Premises; and (i) operating, keeping in repair, cleaning and replacing when necessary such Parking Facility lighting facilities as may be reasonably required, including without limitation all lighting necessary or appropriate for Parking Facility security. It is distinctly understood that the preceding shall not require maintenance and/or repair of the Parking Facility and the Access Premises and/or improvements hereinafter erected thereon in perfect condition or is a condition equal to new at all times, but Owner shall use commercially reasonable efforts to keep and maintain the same in such condition as to minimize, so far as is practicable, by reasonable care, maintenance, replacement, and repair, the effects of use, decay, injury, and destruction of the same or any part thereof, the City recognizing that depreciation and diminution by reason of ordinary wear and tear, age, use, and environmental factors is unavoidable and expected. Section 5.2 No Obligation of the City to Repair or Maintain. The City shall have no obligation of any kind, expressed or implied, to repair, rebuild, restore, reconstruct, modify, alter, replace, or maintain the Easement Premises or any part thereof. ARTICLE VI UTILITIES Section 6.1 Utility Charges. During the term of this Agreement, Owner shall pay, or cause to be paid, when the same become due, all charges for water, sewer usage, storm water, gas, electricity, power, heat, telephone, or other communications service and any and all other utility or similar services used, rendered, supplied, or consumed in, upon, at, from, or in connection with the Easement Premises, or any part thereof. ARTICLE VII TAXES AND ASSESSMENTS Section 7.1 Payment of Taxes and Assessments. Owner shall pay, or cause to be paid, before becoming delinquent, all real estate taxes, charges, assessments, and levies, assessed and levied by any governmental taxing authority during the term of this Agreement against the Parking Facility, the Future Vertical Element, and the Access Premises. Nothing contained in this Agreement shall require Owner to pay any franchise, estate, inheritance, excise, succession, capital levy, or transfer tax of the City or any income, excess profits or revenue tax payable by the City under this Agreement. Subject to the terms of the Contract, Owner shall have the right and option, C-10 4830-7341-8354\15 at any time but solely at Owner’s expense, to pay any real estate taxes or assessments in installments or under protest or in a similar manner, or to contest the levy or amount of the same in appropriate legal or administrative proceedings. ARTICLE VIII INDEMNIFICATION, INSURANCE Section 8.1 Indemnification of the City. Except to the extent caused by the willful misconduct or negligence of the City, its employees or agents, or the general public, or arising out of the default by the City and its officers, employees or agents, of obligations made pursuant to a contract with Owner, including this Agreement, Owner hereby covenants and agrees to assume and to indemnify and save harmless the City and its employees from and against any and all claims, demands, actions, damages, costs, expenses, reasonable attorneys’ fees, and liability in connection with the loss of life, personal injury and/or damage to property, to the extent arising from or out of the design or initial construction, maintenance and operation of the Easement Premises, or in connection with the use or occupancy of the Easement Premises, or any part thereof, by Owner, or to the extent arising out of the breach of Owner’s obligations hereunder. Section 8.2 Property Insurance. At all times during the term hereof, Owner, at its sole cost and expense, shall keep the Parking Facility, the Future Vertical Element, the Access Premises, and all alterations, extensions, and improvements thereto and replacements thereof, insured, with such deductibles as Owner deems appropriate, against loss or damage by fire and against those casualties covered by extended coverage insurance and against vandalism and malicious mischief and against such other risks, of a similar or dissimilar nature, as are customarily covered with respect to improvements similar in construction, general location, use, and occupancy to such improvements, at commercially reasonable coverage levels, to be reviewed from time to time by Owner. Section 8.3 Personal Property. All property of every kind and character which Owner may keep or store in, at, upon, or about the Easement Premises shall be kept and stored at the sole risk, cost, and expense of Owner. Section 8.4 Liability Insurance. During the term of this Agreement, Owner shall procure and maintain continuously in effect (or shall cause the same to occur), the following policies of insurance of the kind and minimum amounts as are customarily maintained with respect to parking facilities and improvements similar to those located on the Easement Premises, at commercially reasonable coverage levels, to be reviewed from time to time by Owner: (a) insurance against liability (including passenger elevator liability) for injuries to or death of any person or damage to or loss of property arising out of or in any way relating to the use, occupancy, or condition of the Easement Premises, or any part thereof, including insuring the indemnification obligations set forth in Section 8.1 above, which such insurance shall provide that the City is an additional insured; (b) garage keepers’ liability insurance including coverage for: (i) Fire and explosion; C-11 4830-7341-8354\15 (ii) Theft (of entire vehicle); and (iii) Riot, civil commotion, malicious mischief, and vandalism; and (c) robbery and hold-up insurance. Section 8.5 General Insurance Requirement. All insurance required in this Agreement shall be placed with financially sound and reputable insurers licensed to transact business in the State of Minnesota. Owner shall, within a commercially reasonable time following the City’s request therefor, furnish the City with copies of policies evidencing all such insurance or a certificate or certificates of the respective insurers stating that such insurance is in force and effect. Each policy of insurance herein required shall contain a provision that the insurer shall not cancel it without giving written notice to the City at least 10 days before the cancellation becomes effective. The insurance coverage herein required may be provided by a blanket insurance policy or policies. Section 8.6 No Obligation of the City for Insurance. At no time and under no circumstances shall the City be required to take out, maintain in force and effect, or pay for any type of insurance coverage with reference to the protection of and/or ownership of and/or occupancy of and/or a suit relating to the Easement Premises and/or any improvements hereafter located thereon. ARTICLE IX ASSIGNMENT Section 9.1 Assignment by the City. During the term of this Agreement, the City may not assign or transfer its interest under this Agreement without the prior written consent of Owner. Section 9.2 Assignment by Owner. During the term of the Contract, Owner may not assign or otherwise transfer its interest under this Agreement, except as provided in the Contract. The City shall recognize and approve any successors or assigns of Owner in accordance with the terms and provisions of the Contract. Following the full and final payment of the TIF Notes issued under the terms of the Contract, Owner may assign this Agreement without consent of the City. ARTICLE X CASUALTY Section 10.1 Destruction. In the event that all or any part of the Parking Facility and/or Access Premises are destroyed by fire or other casualty, and subject to a determination by the relevant mortgage lender, Owner shall promptly rebuild or reconstruct the same to the extent insurance proceeds are available or, in the event insurance proceeds are not sufficient to reconstruct the same, to the extent insurance proceeds combined with any contributions by Owner toward reconstruction are available. If Owner rebuilds or reconstructs the Parking Facility and/or Access Premises, the proceeds from any and all insurance policies covering risks against loss or damage shall be used to rebuild or reconstruct. C-12 4830-7341-8354\15 ARTICLE XI EMINENT DOMAIN Section 11.1 Major Condemnation. If all of the Parking Facility is taken, acquired, or condemned by eminent domain for any public or quasi-public use or purpose, this Agreement shall terminate as of the date of vesting of title in the condemning authority. ARTICLE XII DEFAULT AND TERMINATION Section 12.1 Default by the City. If the City fails to perform any of its obligations under this Agreement, and fails to cure such default after 90 days’ written notice of such default, then in such case Owner may (a) declare the termination of this Agreement and re-enter and take possession of the Easement Premises or (b) pursue all available remedies at law and in equity. In such case, or at such time as this Agreement is terminated pursuant hereto, the City agrees to execute and deliver to Owner a written termination of this Agreement in recordable form, which termination agreement will be filed in the official records of Hennepin County, Minnesota. Section 12.2 Default by Owner. If Owner fails to perform any of its obligations under this Agreement, and fails to cure such default after 90 days’ written notice of such default or, if such default cannot reasonably be cured within such 90 days, fails to commence curative action and thereafter diligently complete the same, then, in such case, the City may pursue all available remedies at law and in equity. ARTICLE XIII MISCELLANEOUS Section 13.1 Waiver. The waiver by any party hereto of any breach or default of any provisions anywhere contained in this Agreement shall not be deemed to be a waiver of any subsequent breach or default thereof. No provision of this Agreement shall be deemed to have been waived by any party hereto unless such waiver is in writing and signed by the party charged with any such waiver. Section 13.2 Amendments. Except as otherwise herein provided, and not otherwise, no subsequent alteration, amendment, change, waiver, discharge, termination, deletion, or addition to this Agreement shall be binding upon either party unless in writing and signed by both parties. Owner and the City agree to join in and consent to amendments to this Agreement, to the extent such amendments are reasonably required by Owner’s relevant mortgage lender encumbering the Easement Premises, provided; however, that Owner and the City shall not be required to enter into any amendment which does not adequately protect the legitimate interest and security of the Authority or the City with respect to the redevelopment of the Project Area as contemplated in the Contract. Section 13.3 Joinder; Permitted Encumbrance. Except for the mortgagee consent attached hereto, this Agreement does not require the joinder or approval of any other person and C-13 4830-7341-8354\15 each of the parties respectfully has the full, unrestricted and exclusive legal right and power to enter into this Agreement for the term and upon the provisions herein recited and for the use and purposes hereinabove set forth. This Agreement shall constitute a permitted encumbrance under any loan agreement heretofore or hereafter entered into between Owner and any construction lender or permanent lender. Section 13.4 Estoppel Certificate. Each party, respectively, agrees that at any time and from time to time, within ten business days after receipt of a written request by the other party, to execute, acknowledge and deliver to such party a statement in writing and in such form as will enable it to be recorded in the proper office for the recordation of deeds and other instruments certifying as of the date of such certification: (a) that this Agreement is unmodified and in full force and effect or, if there have been modifications, that the same are in full force and effect as modified and identifying the modifications; (b) that no party is in default under any provisions of this Agreement or, if there has been a default, the nature of such default; (c) that all work to be performed, under this Agreement or any related agreement has been performed or, if not so performed, specifying the work to be performed; and (d) as to any other factual matter that the requesting party or a prospective mortgagee or other lender shall reasonably request. It is intended that any such statement may be relied upon by any person, prospective mortgagee of, or assignee of any mortgage, upon such interest. Any such statement on behalf of the City may be executed by the City Manager without City Council approval. Section 13.5 Dedication. Nothing contained in this Agreement will be deemed to be a gift or dedication of any portion of the Easement Premises to the general public, except as explicitly set forth in this Agreement. Section 13.6 Notices. 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 (a) dispatched by registered or certified mail, postage prepaid, return receipt requested, (b) sent by recognized overnight courier (such as Federal Express), or (c) delivered personally, as follows: In the case of Owner: Pentagon Village, LLC Attn: Jay Scott 8560 Kelzer Pond Drive Victoria, MN 55386 with a copy to: Anthony J. Gleekel Siegel Brill P.A. 100 Washington Avenue South Minneapolis, MN 55401 In the case of the City: City of Edina Attn: City Manager 4801 W. 50th Street C-14 4830-7341-8354\15 Edina, MN 55424 In the case of the Authority: Housing and Redevelopment Authority of Edina, Minnesota Attention: Executive Director 4801 W. 50th Street Edina, MN 55424 with a copy to: Jay R. Lindgren Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402 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 13.1 Dispute Resolution. Owner and the City will use the following special dispute resolution process for those unresolved disputes or the lack of agreement following a request for consent or approval, before exercising any applicable legal remedies. Upon the occurrence of such an unresolved dispute, Jay Scott (or his successor or delegate), as Owner’s representative, and the City Manager (or its delegate), as the City’s representative, shall promptly meet in person and explore resolution until either party determines that effective resolution is not possible without more formal dispute resolution. Owner and the City, through their respective representative shall complete this special dispute resolution process in good faith before resorting to any other applicable legal process or remedy. The foregoing notwithstanding, the special dispute resolution process, as set forth in this section, shall be deemed a failure if such dispute or matter is not resolved within 30 days of the initial written request by a party to commence the process, at which time the parties may pursue any other applicable legal remedies. Section 13.2 No Third Party Beneficiary. This Agreement is not intended to give or confer any benefits, rights, privileges, claims, action or remedies to any person or entity. Section 13.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 13.4 Law Governing. This Agreement will be governed and construed in accordance with the laws of the State of Minnesota. Section 13.5 Consents and Approvals. In all cases where consents or approvals are required hereunder, such consents or approvals shall not be unreasonably conditioned, delayed or withheld. All consents or approvals shall be in writing in order to be effective. Section 13.6 No Additional Waiver Implied by One Waiver. If any agreement contained in this Agreement should be breached by any party and thereafter waived by another 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. C-15 4830-7341-8354\15 Section 13.7 Survival. The easements granted hereby and each reservation, covenant, condition and restriction contained in this Agreement will run with the land and will be binding upon, and inure to the benefit of, as the case may be, Owner and the City and their respective successors and assigns. [Remainder of page intentionally left blank; signature pages follow] C-16 Signature Page to Parking Facilities Easement Agreement (Pentagon South) 4830-7341-8354\15 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. CITY: CITY OF EDINA, MINNESOTA By: ___________________, Mayor By: ___________________, City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of _____________, 20___, by ____________ and ____________, the Mayor and City Manager respectively, of the City of Edina, Minnesota, on behalf of the City. Notary Public C-17 Signature Page to Parking Facilities Easement Agreement (Pentagon South) 4830-7341-8354\15 OWNER: PENTAGON VILLAGE, LLC a Minnesota limited liability company By: _________________________________ Name: ______________________________ Its__________________________________ STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ___ day of ______, 20___, by , the of Pentagon Village, LLC, a Minnesota limited liability company, on behalf of the limited liability company. Notary Public C-18 Exhibit A to Parking Facilities Easement Agreement (Pentagon South) 4830-7341-8354\15 EXHIBIT A Legal Description of the Burdened Property [The final legal description of the Burdened Property; which will be a portion of Lot 5, Pentagon Village that would contain the Parking Facility per the Pentagon South City Approvals, or a separate tax parcel/lot to be subdivided out of Lot 5.] C-19 Exhibit B to Parking Facilities Easement Agreement (Pentagon South) 4830-7341-8354\15 EXHIBIT B [Legal Description and/or Depiction] of the Access Premises [To be inserted] C-20 4830-7341-8354\15 CONSENT AND SUBORDINATION The undersigned, ___________________, a ___________________, holder of that certain [Mortgage] executed by Pentagon Village, LLC, a Minnesota limited liability company, dated ________________, 20____, filed ________________, 20____, as Document No. ___________, in the office of the County Recorder in and for Hennepin County, Minnesota, and filed ________________, 20____, as Document No. ___________, in the office of the Registrar of Titles in and for Hennepin County, Minnesota, in favor of ________________ (the “Mortgage”), hereby consents to the foregoing Parking Facilities Easement Agreement (Pentagon South) (the “Easement Agreement”), and hereby subjects and subordinates the Mortgage and all of its right, title and interest in and to the Easement Agreement. ___________________________________, a ___________________ By: Name: Title: STATE OF ______________ ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this ____ day of ____________, 201___, by ____________________, the _________________ of ___________________, a ___________________, on behalf of the ___________________. Notary Public [Exhibit D to First Amendment to Redevelopment Agreement (Pentagon South)] 4852-0163-9812\11 EXHIBIT D TIF Pro Forma [See attached.] EXHIBIT D - TIF PRO FORMA City of Edina Construction: 2014 Pentagon Village Redvelopment Agreement Occupied: 2014 Full Redevlopment Sale: SOURCES % OF TOTAL % OF FINANCE TOTALS DEVELOPER FINANCING - Loans 59.86% 59.86%60,688,160 DEVELOPER EQUITY 39.08% 39.08%39,615,564 0 AMOUNT FINANCED 98.94% 100,303,724 GRANT #1 1,073,100 GRANT #2 0 EXTERNAL EQUITY 0.00%0 TOTAL SOURCES 100.00%101,376,824 USES PER S.F. % OF TOTAL SUBTOTAL TOTALS ACQUISITION COSTS 0 Land Acquisition 3.24% 3,280,000 3,405,438 Land Commission 0.23% 229,023 Stabilization (103,585) SITE COSTS Site Improvement Costs (Demo/Soils/Storm/Green Space) 8.63% 8,746,600 30,878,556 Parking Ramp 19.09% 19,348,392 Infrastructure Costs (Public ROW Improvements) 0.51% 514,028 Professional Services 1.07% 1,081,899 Sitework Development Fee 1.17% 1,187,637 CONSTRUCTION COSTS 47,219,375 Retail Construction 3.47% 3,513,125 Retail/Office Construction 3.46% 3,508,750 Office 1 Construction 19.93% 20,205,000 Office 2 Construction 19.72% 19,992,500 TENANT IMPROVEMENTS 9,070,500 Tenant Improvements - Retail 0.93% 945,500 Tenant Improvements - Office 8.01% 8,125,000 SOFT COSTS PREDEVELOPMENT COSTS 1,516,900 Architect & Civil 1.44% 1,460,000 Governmental 0.01% 10,000 LLC Insurance (Builders Risk + Liability) 0.00% 5,000 City Application Fees & Traffic Study 0.02% 24,500 Survey & Soil Testing 0.02% 17,400 INTEREST EXPENSE 1,970,000 Construction Costs 1.94% 1,970,000 Land Carrying Cost 0 GOVERNMENTAL FEES 0 Park Dedication Fees 0 Special Assessments 0 LEGAL 0.29% 295,000 295,000 REAL ESTATE TAXES 1.39% 1,406,530 1,406,530 FINANCING 416,250 Title Insurance/Mortgage Registration 0 Financing, Origination and Guarantee Fees 0.31% 311,250 Bank/Borrower Legal 0 Recording & Closing Costs 0 Loan Costs (Construction) 0.10% 105,000 LEASING 3,487,500 Leasing Commissions - Tenant Rep 1.69% 1,717,000 Leasing Commissions - Landlord Rep 1.04% 1,054,000 Leasing Commissions - Solomon 0.71% 716,500 OPENING CONTINGENCY 0.16% 165,000 165,000 OFFICE OVERHEAD 0 CAM,RET & Mgmt 0 DEVELOPER FEE 1.52% 1,545,775 1,545,775 MISC 0 0 Total Soft Costs 10,802,955 TOTAL USES 100.00% 101,376,824 Note: The above represents the anticipated project costs incurred by Pentagon Village, LLC in redeveloping the Project Area, including Acquisition Costs and Stabilization Costs incurred since the date of TIF District Certification. These costs do not include $30-40 million of anticipated construction costs to build Hotel Elements 1 and 2 as they are anticipated to be incurred by other parties not subject to this agreement. EQUITY REQUIREMENT ASSUMPTION INTERNAL RATE OF RETURN ANALYSIS - EQUITY PARTNERS WITH TIF Year Element Cash Net Total Amount of Equity 39,615,564 Years Year Investment Flow Sales Cash Flow Minimum Rate Of Return - Percent 0.00% Minimum Rate Of Return - Amount 012014 0 (4,035,838) 0 (4,035,838) 2 2015 0 (480,984) 0 (480,984) 3 2016 0 (395,158) 0 (395,158) SALES ANALYSIS ASSUMPTIONS 4 2017 0 (438,152) 0 (438,152) 5 2018 0 (1,138,528) 0 (1,138,528) Net Operating Income End 2024 Various 6 2019 (465,709) (27,875,764) 13,006,398 (15,335,075) Divided By Cap Rate 6.75%7 2020 (1,962,693) 234,348 0 (1,728,345) Gross sales price 95,175,473 8 2021 (2,674,720) 1,576,748 0 (1,097,972) Plus Unamortized TIF Note Principal 17,435,762 9 2022 0 2,510,524 7,945,957 10,456,481 Minus Debt - Bank 57,799,709 10 2023 0 2,293,725 22,169,274 24,463,000 Net Sales amount 54,811,526 11 2024 0 710,613 9,310,509 10,021,122 Minus sales expenses 2,379,387 12 2025 0 0 0 0 Final Net Amount 52,432,139 Total (5,103,122) (27,038,466) 52,432,139 20,290,551 IRR: 12.50% INTERNAL RATE OF RETURN ANALYSIS - WITHOUT TIF Element Cash Net Total Years Year Investment Flow Sales Cash Flow 1 2014 0 (4,035,838) 0 (4,035,838) 2 2015 0 (480,984) 0 (480,984) 3 2016 0 (395,158) 0 (395,158) 4 2017 0 (438,152) 0 (438,152) 5 2018 0 (1,138,528) 0 (1,138,528) 6 2019 (465,709) (27,875,764) 5,508,750 (22,832,723) 7 2020 (1,945,499) 196,956 0 (1,748,543) 8 2021 (2,586,932) 1,375,493 0 (1,211,439) 9 2022 0 1,848,667 6,233,443 8,082,110 10 2023 0 1,583,887 17,599,497 19,183,384 11 2024 0 388,510 5,654,687 6,043,197 12 2025 0 0 0 0 Total (4,998,140) (28,970,911) 34,996,377 1,027,326 IRR: 0.68% Assumption of 100% equity for site costs attributable to the Hotel Elements and 70%/30% debt to equity for other Elements 16 JAN 2019 PENTAGON VILLAGEMASTER PLAN CONCEPT EDINA, MN 1SITE PLAN N REST /RET 1 REST / RET 2 RET /OFFICE OFFICE1 OFFICE2 PARKING DECK BELOW DUAL BRANDHOTEL (1) EXTENDED STAY HOTEL (2) EXTENDED STAY HOTEL (2) PARKING DECK BELOW 01/16/195/9/18 Original Site Layout - referenced in October 2018 TIF Agreement Modified Site Layout - referenced in TIF Amendment #1 16 JAN 2019 PENTAGON VILLAGEMASTER PLAN CONCEPT EDINA, MN 3 N WEST 77TH STREET NORMANDALE ROADCOMPUTER AVEVIKING DRIVE PHASE 1 SITE PLAN Phase 1 Elements include: - Site preparation - Public plaza - Retail buildings - Retail/office building - Dual brand hotel - Extended stay hotel - Parking Structure (3-levels) 16 JAN 2019 PENTAGON VILLAGEMASTER PLAN CONCEPT EDINA, MN 5 N WEST 77TH STREET NORMANDALE ROADCOMPUTER AVEVIKING DRIVE PHASE 2 SITE PLAN Phase 2 Elements include: - Office #1 (or equivalent) - Parking expansion (additional 3-levels anticipated) 16 JAN 2019 PENTAGON VILLAGEMASTER PLAN CONCEPT EDINA, MN 7PHASE 3 SITE PLAN N Phase 3 Elements include: - Office #2 (or equivalent) Date: January 31, 2019 Agenda Item #: VI.A. To:Chair & Commissioners of the Edina HRA Item Type: Other From:Jennifer Garske, Executive Assistant Item Activity: Subject:Correspondence Information Edina Housing and Redevelopment Authority Established 1974 CITY OF EDINA HOUSING & REDEVELOPMENT AUTHORITY 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: None. INTRODUCTION: There have been no correspondences since the last meeting.