HomeMy WebLinkAbout2023-04-13 HRA Regular Meeting PacketAg enda
E dina H ousing and R edevelopm ent Author ity
City of E dina, Minnesota
City Hall Council Chambers
Thursday, Apr il 13, 2023
7:30 AM
Watch the m eeting on cable TV or at EdinaMN.gov/LiveMeeting s or
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I.Call to Ord er
II.Roll Call
III.Pledge of Allegia n ce
IV.Ap p roval of Meetin g Agen d a
V.Com m unity Com m en t
Du ring "Com m unity Com m en t," th e Edin a Housing and Redevelop m ent
Au thority (HRA) will in vite resid ents to sh are new issues or con cern s tha t
h aven't been con sid ered in th e p ast 30 da y s b y th e HRA or w h ich a ren't
slated for fu ture consideration . Individ u als m u st lim it their com m ents to
three m inutes. Th e Ch air m a y lim it the num ber of sp ea kers on th e sa m e
issue in th e interest of tim e a n d topic. Gen era lly sp ea king, item s tha t are
elsewhere on tod ay's a genda m a y not b e addressed d u ring Com m unity
Com m en t. In d ividua ls sh ould not expect th e Ch air or Com m issioners to
resp ond to th eir com m en ts toda y . Instead the Com m issioners m ight refer the
m atter to sta. for consideration a t a fu ture m eeting.
A.E xecu tive Director's Resp onse to Com m u n ity Com m ents
VI.Ad option of Con sen t Agenda
All a genda item s listed on the consent a genda a re con sid ered rou tin e and
will be en acted by one m otion. There will be no sepa rate d iscussion of such
item s unless requested to be rem oved from the Con sen t Agenda by a
Com m ission er of the HRA. In su ch ca ses the item w ill b e rem oved from th e
Consent Agen d a and con sid ered im m ediately follow ing the a d option of th e
Consent Agen d a. (Fa vorable rollcall vote of m a jority of Com m issioners
p resent to approve.)
A.Dra ft Min u tes of the Regu la r Meetin g March 23, 2023
B.Hom es W ithin Reach Con tra ct Am en d m ents
C.E d ina Hom e Preserva tion Line of Cred it Agreem en t
D.Req u est for Purch ase: Profession al Services for 50th and Grange
Im p rovem en ts
VII.Reports/Recom m enda tions: (Favora b le vote of m ajority of Com m ission ers
p resent to approve excep t where n oted)
A.Review Ta x In crem ent Fin ancing Redevelop m ent Agreem en t with 7250
Fra n ce Grou p , LLC
VIII.Executive Director's Com m ents
IX.HRA Com m issioners' Com m en ts
X.Ad jou rn m ent
Th e E d ina Housing a n d Redevelop m ent Au thority wa n ts all pa rticip ants to be
com fortable b ein g pa rt of th e p u b lic p rocess. If y ou n ee d a ssista n ce in the w a y of
h ea ring am pli<ca tion, a n in terp reter, large-p rint docum en ts or som ethin g else,
p lease ca ll 952-927-8861 72 hou rs in advance of the m eeting.
Date: April 13, 2023 Agenda Item #: V.A.
To:C hair & C ommis s ioners of the Edina HR A Item Type:
O ther
F rom:Liz O ls on, P lanning Adminis trative S upport S pec ialis t
Item Activity:
Subject:Exec utive Director's R espons e to C ommunity
C omments
Information
Edina Housing and Redevelopment
Authority
Established 1974
C ITY O F E D IN A
HO US I NG & R EDEVELO P MENT
AUT HO R I T Y
4801 West 50th Street
Edina, MN 55424
www.edinamn.gov
A C TI O N R EQ U ES TED:
None.
I N TR O D U C TI O N:
Executive Director N eal will respond to questions asked at the previous H R A meeting.
Date: April 13, 2023 Agenda Item #: VI.A.
To:C hair & C ommis s ioners of the Edina HR A Item Type:
Minutes
F rom:Liz O ls on, Administrative S upport S pecialist
Item Activity:
Subject:Draft Minutes of the R egular Meeting March 23,
2023
Action
Edina Housing and Redevelopment
Authority
Established 1974
C ITY O F E D IN A
HO US I NG & R EDEVELO P MENT
AUT HO R I T Y
4801 West 50th Street
Edina, MN 55424
www.edinamn.gov
A C TI O N R EQ U ES TED:
Approve the draft minutes of the regular meeting March 23, 2023
I N TR O D U C TI O N:
AT TAC HME N T S:
Description
2023-03-23 HRA Regular Meeting Minutes
Page 1
MINUTES
OF THE REGULAR MEETING OF THE
EDINA HOUSING AND REDEVELOPMENT AUTHORITY
MARCH 23, 2023
7:30 A.M.
I. CALL TO ORDER
Chair Hovland called the meeting to order at 7:30 a.m. then explained the processes created for
public comment.
II. ROLLCALL
Answering rollcall were Chair Hovland, Commissioners Agnew, Jackson, Pierce, and Risser.
Absent: None.
III. PLEDGE OF ALLEGIANCE
IV. MEETING AGENDA APPROVED - AS PRESENTED
Motion by Commissioner Jackson, seconded by Commissioner Agnew, approving the
meeting agenda as presented.
Roll call:
Ayes: Agnew, Jackson, Pierce, Risser, and Hovland
Motion carried.
V. COMMUNITY COMMENT
No one appeared.
V.A. EXECUTIVE DIRECTOR’S RESPONSE TO COMMUNITY COMMENTS
There were no comments received.
VI. CONSENT AGENDA - ADOPTED
Member Jackson made a motion, seconded by Member Agnew, approving the consent
agenda as presented:
V.A. Draft Minutes of the Regular Meeting of February 16, 2023
V.B. Amend Contract for Private Development with Jester Restaurants
V.C. Request for Purchase; Change Order; Professional Services for Eden Avenue and
Grange Road Roundabouts, awarding the bid to the recommended low bidder,
SEH, $265,200
V.D. Request for Purchase; ENG22016 Eden Avenue and Grange Roundabouts,
awarding the bid to the recommended low bidder, SM Hentges and Sons,
$1,858,986
V.E. Request for Purchase; Material Testing for Eden Avenue and Grange
Roundabouts, awarding the bid to the recommended low bidder, Braun Intertec,
$28,424
Rollcall:
Ayes: Agnew, Jackson, Pierce, Risser, and Hovland
Motion carried.
VII. REPORTS AND RECOMMENDATIONS
VII.A. MODIFICATIONS TO HOME REHAB LOAN PROGRAM – APPROVED
Economic Development Coordinator Lewis said this item pertained to the Home Rehab Program
and was created by the HRA in April 2021 to assist income eligible homeowners with home
maintenance and energy improvements and other health, safety, and code issues. He said the Center
for Energy and Environment served as the loan administrator and servicer and that staff was seeking
Minutes/HRA/February 16, 2023
Page 2
direction on three aspects of the program and authorization to work with the City Attorney to
revise existing agreements with Center for Energy and Environment as necessary. He outlined the
program goals to preserve modest homes, promote sustainability, and provide financing options that
were fully deferred to save on monthly cash flow. He outlined the modifications in detail that
included a maximum loan amount of $30,000 and maximum home value of $450,000 and repayment
options or forgiveness and that 42 loans had been issued to date totaling $912,783. He said staff
was seeking direction on whether the HRA wanted to convert the program to a revolving loan fund
so that repaid loans remain in the program and be used for new loans, amend the home value limit
of $450,000, and decline the option to purchase condos since our existing partner programs for
long-term affordability preservation are only applicable to single-family homes.
The Board asked questions and provided feedback.
Motion by Commissioner Agnew, seconded by Commissioner Pierce, to authorize the
HRA to convert the existing program into a revolving loan funds and that repaid funds
remain in the program and be used for new loans, that the HRA amend the home value
from $450,000 to up to $500,000 and have that as an automatic escalator consistent
with the Come Home to Edina program and decline the option to purchase condos as
part of this program.
Roll call:
Ayes: Agnew, Jackson, Pierce, Risser, and Hovland
Motion carried.
VII.B. RESOLUTION 2023-04; ESTABLISHING THE 72ND AND FRANCE 2 TAX
INCREMENT FINANCING DISTRICT – ADOPTED
Economic Development Manager Neuendorf said this item pertained to use of Tax Increment
Financing to support redevelopment of 5-acres of vacant land located at 7200-7250 France Avenue.
The resolution would establish the TIF district and a plan for spending funds collected within the
boundaries of the district. He said a private developer proposed to redevelop the site with two
new buildings and reconstruct the property in a manner that delivered many benefits to the general
public and noted public benefits would not be possible without the use of tax increment financing.
He shared more about the two sites built in the late 1960s and 1970s and demolished in 2022 after
it was determined substandard conditions existed and were unsafe for occupancy and frequent
trespassing and vandalism. He outlined stormwater conditions and collection and previous attempts
to redevelop over time then reviewed the current approved site plan with PUD zoning and Phase 1
plans. He shared the community vision and plans then shared steps to establish a TIF district and
the benefits that would result, including projected uses of funds and projected tax capacity of
$2,048,974 then concluded it was not reasonably expected that the proposed development with
public realm benefits would be constructed without the use of TIF.
Nick Anhut, Ehlers and Associates, shared comments regarding equity and debt from a private
development that would result in a larger scale office/retail development with no public realm
improvements and that while the City would have some land use controls nothing further would
occur. He spoke about the value that was created when the district was established but the
incremental was captured separately for future allocation to pay for the public realm improvements.
The Board asked questions and provided feedback.
Commissioner Jackson introduced and moved adoption of Resolution 2023-04;
Establishing the 72nd and France 2 Redevelopment Tax Increment Financing District
and approving a Tax Increment Financing Plan therefor. Seconded by Commissioner
Pierce.
Roll call:
Minutes/HRA/March 23, 2023
Page 3
Ayes: Agnew, Jackson, Pierce, and Hovland
Nays: Risser
Motion carried.
VIII. EXECUTIVE DIRECTOR’S COMMENTS – Received
IX. HRA COMMISSIONER COMMENTS – Received
X. ADJOURNMENT
Motion made by Commissioner Jackson, seconded by Commissioner Agnew, to adjourn
the meeting at 8:57 a.m.
Roll call:
Ayes: Agnew, Jackson, Pierce, Risser, and Hovland
Motion carried.
Respectfully submitted,
Scott Neal, Executive Director
Date: April 13, 2023 Agenda Item #: VI.B.
To:C hair & C ommis s ioners of the Edina HR A Item Type:
R eport / R ecommendation
F rom:S tephanie Hawkinson, Affordable Housing
Development Manager Item Activity:
Subject:Homes Within R eac h C ontract Amendments Ac tion
Edina Housing and Redevelopment
Authority
Established 1974
C ITY O F E D IN A
HO US I NG & R EDEVELO P MENT
AUT HO R I T Y
4801 West 50th Street
Edina, MN 55424
www.edinamn.gov
A C TI O N R EQ U ES TED:
Approved Contract Amendments with West Hennepin Affordable H ousing Land T rust, dba H omes Within
R each, to reflect extension of previously awarded funds.
I N TR O D U C TI O N:
On F ebruary 2, 2023 the H R A approved the loan forgiveness of approximately $960,000 from two previously
awarded contracts totally $3.3 M illion. T he funds were to be returned to the C ity after houses that were bought,
rehabilitated, placed into the L and Trust and were sold to income eligible buyers. R ather than returning the funds,
the H R A approved allowing H omes Within Reach to use the funds to acquire, rehabilitate, place into the Land
Trust, and sell to income eligible buyers at least four (4) additional houses.
T he two previously executed contracts were amended to reflect that the remain funds that were to be returned
may be used to extend the program. S taff is seeking approval and execution of these amendments.
AT TAC HME N T S:
Description
Amendment to August 12, 2020 Contract
Amendment to October 6, 2021 Contract
1
225636v2
FIRST AMENDMENT TO EDINA
REVOLVING LINE OF CREDIT PROGRAM AGREEMENT
THIS FIRST AMENDMENT TO EDINA REVOLVING LINE OF CREDIT PROGRAM
AGREEMENT ("Amendment") is entered into as of ____________, 2023, by and between
Edina Housing and Redevelopment Authority, a public body corporate and politic under the
laws of the State of Minnesota (the "HRA"), and West Hennepin Affordable Housing Land
Trust, DBA Homes Within Reach, a Minnesota non-profit corporation ("HWR").
RECITALS
A. HWR and the HRA are parties to that certain Edina Revolving Line of Credit Program
Agreement dated August 12, 2020 (the "Line of Credit Agreement") to provide funding for HWR
to acquire, rehabilitate, and sell affordable homes to qualified applicants, as more particularly
described in the Line of Credit Agreement.
B. The HRA has been granted authority under Minn. Stat. § 469.012, subd. 2a to make
expenditures necessary to carry out the purposes of section 469.001 to 469.047.
C. The HRA has determined that forgiving the remaining balance under the Lin e of Credit
Agreement, which will enable HWR to construct, rehabilitate, and sell more affordable homes in
the City of Edina, is necessary to carry out the purposes of section 469.001 to 469.047.
C. The HWR and the HRA desire to amend the Line of Credit Agreement in the manner set
forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the HRA
and HWR agree as follows:
1. Extension. HWR and the HRA acknowledge and agree that Section 2.3 is hereby
amended and restated in its entirety to provide as follows:
2.3. Sale. HWR will then select a qualified applicant, as described below in
Section 3.1 as the purchaser of the home. HWR shall inform the HRA of the sale
price, sale date, and the buyer’s profile. A critical aspect of keeping these homes
affordable is the Ground Lease with the buyer as a part of the home sale process. Five
(5) working days after home sale, HWR must deliver 50% of proceeds of that sale to
the HRA, to be returned to the Program. After approximately 60-90 days from the
sale of the home, when all project costs are paid, any remaining balance is sent to the
HRA to be returned to the Program. However, any such funds that are due to be
returned to the Program under this section can become fully forgivable, provided that
HWR uses the remaining funds to purchase, rehabilitate, and sell additional
affordable homes in the City of Edina by otherwise following the prescribed
procedures in this Agreement and as authorized by Section 7. HWR will make
2
225636v2
repayments to the house minus the value of the land, rehabilitation costs, and project
costs after the sale. HWR shall instruct the title company in charge of the closing to
immediately record all relevant documents against the title to the property on the
closing date. HWR will send the HRA final documentation regarding the purchase of
the house.
2. Additional Homes. HWR and the HRA acknowledge and agree that the Line of
Credit Agreement is hereby amended to add a new Section 7, which provides in its entirety
as follows:
7. ADDITIONAL HOMES. In the event that HWR has successfully
purchased, rehabilitated, and sold three (3) homes in the communit y and HWR
returns funds to the Program in an amount that would be sufficient for the purchase,
rehabilitation, and sale of additional homes beyond the original three (3), the
remaining balance under the line of credit shall be fully forgivable and may be
retained by HWR, provided that any such funds that would otherwise be returned to
the Program under Section 2.3 will be used by HWR to purchase, rehabilitate, and
sell additional affordable homes.
3. Forgiveness of Line of Credit. The HRA hereby forgives the outstanding
balance that is due under the terms of the Line of Credit Agreement.
4. Miscellaneous. In case of any inconsistency between this Amendment and the
Line of Credit Agreement, the terms of this Amendment shall control. The Line of Credit
Agreement, together with this Amendment, embody the entire understanding between HRA
and HWR with respect to its subject matter and can be changed only by an instrument in
writing signed by HRA and HWR. Except as modified by this Amendment, the Line of
Credit Agreement is ratified, affirmed, in full force and effect, and incorporated herein by
reference.
[Remainder of this page intentionally left blank; Signatures set forth on the following page]
SIGNATURE PAGE TO FIRST AMENDMENT TO
EDINA REVOLVING LINE OF CREDIT PROGRAM AGREEMENT
225636v2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and
year first above written.
HRA:
Edina Housing and Redevelopment Authority,
a public body corporate and politic under the laws
of the State of Minnesota
By: ______________________________
James B. Hovland
Its: Chair
By: ______________________________
Scott Neal
Its: Executive Director
SIGNATURE PAGE TO FIRST AMENDMENT TO
EDINA REVOLVING LINE OF CREDIT PROGRAM AGREEMENT
225636v2
HWR:
West Hennepin Affordable Housing Land Trust,
DBA Homes Within Reach,
a Minnesota non-profit corporation
By: _______________________________
____________________________
Its: Executive Director
1
225638v2
FIRST AMENDMENT TO
REVOLVING LINE OF CREDIT AND GRANT AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING LINE OF CREDIT AND GRANT
AGREEMENT ("Amendment") is entered into as of ____________, 2023, by and between
Edina Housing and Redevelopment Authority, a public body corporate and politic under the
laws of the State of Minnesota (the "HRA"), and West Hennepin Affordable Housing Land
Trust, DBA Homes Within Reach, a Minnesota non-profit corporation ("HWR").
RECITALS
A. HWR and the HRA are parties to that certain Revolving Line of Credit and Grant
Agreement dated October 6, 2021 (the "Line of Credit and Grant Agreement") to provide
funding for HWR to acquire, rehabilitate, and sell affordable homes to qualified applicants, as
more particularly described in the Line of Credit and Grant Agreement.
B. The HRA has been granted authority under Minn. Stat. § 469.012, subd. 2a to make
expenditures necessary to carry out the purposes of section 469.001 to 469.047.
C. The HRA has determined that forgiving the remaining balance under the Line of Credit
and Grant Agreement, which will enable HWR to construct, rehabilitate, and sell more affordable
homes in the City of Edina, is necessary to carry out the purposes of section 469.001 to 469.047.
B. HWR and the HRA now desire to amend the Line of Credit and Grant Agreement in the
manner set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the HRA
and HWR agree as follows:
1. Extension. HWR and the HRA acknowledge and agree that Section 3.3 is hereby
amended and restated in its entirety to provide as follows:
3.3. Sale. HWR will then select a qualified applicant, as described below in
Section 4 as the purchaser of the home. HWR shall inform the HRA of the sale price,
sale date, and the buyer’s profile. A critical aspect of keeping these homes affordable
is the Ground Lease with the buyer as a part of the home sale process. Five (5)
working days after home sale, HWR must deliver 50% of proceeds of that sale to the
HRA, to be returned to the Program. After approximately 60-90 days from the sale of
the home, when all project costs are paid, any remaining balance is sent to the HRA
to be returned to the Program. HWR will make repayments to the Program after the
home is sold to a qualified applicant. However, any such funds that are due to be
returned to the Program under this section can become fully forgivable, provided that
HWR uses the remaining funds to purchase, rehabilitate, and sell additional
affordable homes in the City of Edina by otherwise following the prescribed
2
225638v2
procedures in this Agreement and as authorized by Section 8. The HRA will receive
the sale price of the house minus the value of the land, rehabilitation costs, and
project costs after the sale. HWR shall instruct the title company in charge of the
closing to immediately record all relevant documents against the title to the property
on the closing date. HWR will send the HRA final documentation regarding the
purchase of the house.
2. Additional Homes. HWR and the HRA acknowledge and agree that the Line of
Credit and Grant Agreement is hereby amended to add a new Section 8, which provides in its
entirety as follows:
8. ADDITIONAL HOMES; REMAINING LINE OF CREDIT
FUNDS. In the event that HWR has successfully purchased, rehabilitated, and sold
approximately eight (8) homes in the community and HWR returns funds to the
Program in an amount that would be sufficient for the purchase, rehabilitation, and
sale of additional homes beyond the original eight (8), any such funds that are due to
be returned to the Program under Section 3.3, or any other funds remaining in the line
of credit that have not yet been drawn upon, shall be fully forgivable and may be
retained by HWR, provided that any such funds that would otherwise be returned to
the Program under Section 3.3 will be used by HWR to purchase, rehabilitate, and
sell additional affordable homes.
3. Forgiveness of Line of Credit. The HRA hereby forgives the outstanding
balance that is due under the terms of the Line of Credit and Grant Agreement.
4. Miscellaneous. In case of any inconsistency between this Amendment and the
Line of Credit and Grant Agreement, the terms of this Amendment shall control. The Line of
Credit and Grant Agreement, together with this Amendment, embody the entire
understanding between the HRA and HWR with respect to its subject matter and can be
changed only by an instrument in writing signed by the HRA and HWR. Except as modified
by this Amendment, the Line of Credit and Grant Agreement is ratified, affirmed, in full
force and effect, and incorporated herein by reference.
[Remainder of this page intentionally left blank; Signatures set forth on the following page]
SIGNATURE PAGE TO FIRST AMENDMENT TO
REVOLVING LINE OF CREDIT AND GRANT AGREEMENT
225638v2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and
year first above written.
HRA:
Edina Housing and Redevelopment Authority,
a public body corporate and politic under the laws
of the State of Minnesota
By: ______________________________
James B. Hovland
Its: Chair
By: ______________________________
Scott Neal
Its: Executive Director
SIGNATURE PAGE TO FIRST AMENDMENT TO
REVOLVING LINE OF CREDIT AND GRANT AGREEMENT
225638v2
HWR:
West Hennepin Affordable Housing Land Trust,
DBA Homes Within Reach,
a Minnesota non-profit corporation
By: _______________________________
____________________________
Its: Executive Director
Date: April 13, 2023 Agenda Item #: VI.C .
To:C hair & C ommis s ioners of the Edina HR A Item Type:
R eport / R ecommendation
F rom:S tephanie Hawkinson, Affordable Housing
Development Manager Item Activity:
Subject:Edina Home P reservation Line of C redit Agreement Ac tion
Edina Housing and Redevelopment
Authority
Established 1974
C ITY O F E D IN A
HO US I NG & R EDEVELO P MENT
AUT HO R I T Y
4801 West 50th Street
Edina, MN 55424
www.edinamn.gov
A C TI O N R EQ U ES TED:
Approved the Edina H ome P reservation L ine of Credit P rogram Agreement with Twin C ities Habitat for
Humanity and West H ennepin Affordable Housing L and Trust, dba Homes Within R each.
I N TR O D U C TI O N:
On F ebruary 16, 2023 T he H R A approved a $3.0 Million L ine of Credit, of which approximately $1.8 Million
will be forgiven, for Twin Cities H abitat for H umanity to acquire and rehabilitate up to 6 houses that will be
placed into a Land T rust for long term affordability with the houses sold to income eligible buyers. S taff was
directed to work with legal counsel to draft a program agreement.
S taff is now seeking H R A approval and execution of the agreement.
AT TAC HME N T S:
Description
Line of Credit Agreement
1
225399v4
EDINA HOUSING &
REDEVELOPMENT AUTHORITY
EDINA HOME PRESERVATION LINE OF CREDIT PROGRAM
AGREEMENT
This Edina Home Preservation Line of Credit Program Agreement (the “Agreement”) is entered
into on this ____ day of ___________, 2023, by, between and among the HOUSING AND
REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA, a body politic and corporate under
the laws of the State of Minnesota (hereinafter referred to as the “HRA”) and TWIN CITIES HABITAT
FOR HUMANITY, a Minnesota non-profit company (hereinafter referred to as “TCHFH”) and WEST
HENNEPIN AFFORDABLE HOUSING LAND TRUST, DBA HOMES WITHIN REACH, a
Minnesota non-profit corporation, (hereinafter referred to as “HWR”).
RECITALS
WHEREAS, the HRA was established for the purpose of undertaking urban redevelopment
projects and assisting with the development of affordable housing;
WHEREAS, TCHFH is a non-profit organization with the mission to bring people together to
create, preserve, and promote affordable homeownership and advance racial equity in housing;
WHEREAS, HWR, a Community Land Trust, is a non-profit organization which aim to provide
long-term affordable housing opportunities for lower-income families which creates younger households,
retains community wealth, and enhances residential stability;
WHEREAS, HRA, in wanting to build on positive results from previous partnership with HWR,
and in wanting to expand affordable homeownership opportunities in the City of Edina, has approved a
line of credit program (“Program”) with TCHFH to purchase, rehabilitate, and sell up to six (6) homes in
the community; and
WHEREAS, the HRA has approved the Revolving Loan Program Summary (the “Program
Guidelines”), which are attached hereto as EXHIBIT A and fully incorporated into this Agreement,
providing, in part, a summary and background of the Program, Program eligibility requirements, Program
terms, a list of Program-eligible improvements, and other Program specific policies and procedures; and
WHEREAS, TCHFH has a template Rehabilitation Scope of Work which is attached hereto as
EXHIBIT C.
WHEREAS, TCHFH has a template Sworn Construction Statement which is attached hereto as
EXHIBIT D.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties
do hereby agree as follows:
1.LINE OF CREDIT. The Program will provide a line of credit to TCHFH to acquire,
rehabilitate, and sell affordable homes to qualified applicants. The line of credit shall be
Three Million and no/100 dollars ($3,000,000). It is understood that the withdrawal of funds
2
225399v4
will be greater than the funds being returned to the HRA. These funds are to be dispensed as
stated herein, for the purposes stated herein.
1.1 Each draw will be interest-free.
1.2 The maximum of the Line of Credit is $3,000,000
1.3 The authorized agent of the HRA may approve each draw without HRA approval.
2.PROGRAM OPERATIONS. The following three phases detail the operation of the
program, fund distribution, and repayment procedures. This section will take precedence over
Exhibit A if any dispute or difference exists. The HRA shall create a payment request form
within five (5) business days of this completed Agreement. TCHFH must only utilize the
Program’s funds in accordance with established practices of TCHFH as submitted in Exhibit
A, attached hereto.
2.1. Purchase. For each individual project of the approved plan for up to six (6) homes,
TCHFH will select a property located in the City of Edina and TCHFH will extend an offer to
purchase the property. If the offer is accepted, TCHFH will submit a payment request form to
the HRA for a distribution of funds from the Program to cover 100% of the purchase price
and estimated closing fees. This payment request form must also include the property’s
address, legal description, estimated value based upon the most recent Hennepin County tax
assessment of appraisal, and preliminary scope of rehabilitation work needed. After the
payment request form is emailed to the HRA, an authorized agent of the HRA will determine
whether the request will be approved or denied within five business days of the receipt of the
submission and notify TCHFH by email. If approved, the HRA will transfer funds to
TCHFH’s bank account at least three business days prior to the closing date. TCHFH shall
instruct the title company in charge of the closing to immediately record all relevant
documents against the title to the property on the closing date. TCHFH will send the HRA
final documentation regarding the purchase of the house.
2.2. Rehabilitation. TCHFH will be the General Contractor, or hire an external General
Contractor, and fulfill a Rehabilitation Scope of Work attached as Exhibit C. This scope
establishes the plans and specifications of improvements, repairs, or alterations of each
purchased home. Where TCHFH acts as the General Contractor, it will complete the Sworn
Construction Statement attached as Exhibit D. This scope of work establishes the scope of the
improvements, repairs, or alterations and establishes a preliminary cost estimate for each
component of the improvements, repairs, or alterations. TCHFH will request funds from the
Program via the payment request form for rehabilitation and project costs. Project costs will
be estimated in the Preliminary Sources of Uses submitted prior to acquisition of each
property. This request must include the completed Scope of Work and Sworn Construction
Statement with associated cost estimates. After the written payment request form is delivered
to the HRA, the HRA will review the payment request for accuracy, completeness,
compliance with the Program guidelines, and to ensure there are sufficient remaining funds to
cover the request, within 10 business days of receiving the request. An authorized agent of the
HRA will transfer the funds into TCHFH’s bank account within one business day of the HRA
approving the request. TCHFH shall then commence and complete rehabilitation in
accordance with the Rehabilitation Scope of Work. TCHFH must conduct a final inspection
and appraisal of the property once the rehabilitation is completed. TCHFH must submit all
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225399v4
necessary permits, approvals, written changes to the Scope of Work, and lien waivers to
Edina’s HRA.
2.3. Sale. During or after the rehabilitation of each home, TCHFH will select a qualified
applicant, as described below in Section 3, as the purchaser of the home. TCHFH shall
inform the HRA of the sale price, sale date, and the buyer’s profile. A critical aspect of
keeping these homes affordable is the Ground Lease. HWR must execute a Ground Lease
with the buyer as a part of the home sale process. Ten (10) working days after each home
sale, TCHFH must deliver 50% of the proceeds of that sale (not including the land cost
component) to the HRA, to be returned to the Program. After approximately 60-90 days
from the sale of the home, when all project costs are paid, any remaining balance is sent to
the HRA to be returned to the Program. TCHFH will make repayments to the Program after
the home is sold to a qualified applicant. The HRA will receive the sale price of the house
minus the value of the land, rehabilitation costs, and project costs after the sale. TCHFH
shall instruct the title company in charge of the closing to immediately record all relevant
documents against the title to the property on the closing date. TCHFH will send the HRA
final documentation regarding the sale of the house.
3.APPLICANT QUALIFICATIONS. In order for an applicant to be qualified to participate in
the Program through TCHFH, the applicant (and co-applicant):
A.must be 21 years of age or older;
B. must be a citizen of the United States or a legal resident;
C. may not have other liquid assets, excluding retirement accounts, totaling in excess of
$25,000.00 net of liabilities or the amount consistent with Section 8 guidelines,
whichever is greater;
D.must have a total gross income that is at or below 80% of area median income
(“AMI”); and
E. must not be above a 43% debt ratio.
F. must be a first-time homeowner; excludes homeownership which terminated at least 3
years prior to application, and excludes individuals who were removed from a home title
due to divorce.
4.AGREEMENT TERM AND TERMINATION. This Agreement is effective upon execution
of the Agreement by the HRA. The Agreement expires on the Termination Date, which will be
three (3) years from the date the Agreement became effective.
4.1. The Agreement may extend if TCHFH is in the rehabilitation or sale phase of the
Program at the time of the Termination Date. The Agreement will then terminate after
TCHFH makes the final repayment to HRA after the closing sale.
4.2. If TCHFH materially fails to comply with any terms of this Agreement, fails to
maintain its non-profit corporate status with the IRS or State of Minnesota, or administers
the work in such a manner as to endanger the performance of this Agreement, the HRA
may immediately terminate this Agreement in its entirety.
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225399v4
4.3. If TCHFH is not in default, either TCHFH or the HRA may terminate this
Agreement for any reason upon thirty (30) days written notice to the other party.
5.TITLE. The borrower warrants that all work performed pursuant to this Agreement shall be in
compliance with existing laws, ordinances, pertinent regulations, standards, and specifications.
This Agreement does not act as a substitute for any permits or approvals that are otherwise
required by TCHFH in order to complete any of the terms of this Agreement.
6.MISCELLANEOUS.
6.1. Authorized Representatives.
The HRA’s Authorized Representative is:
Edina Housing and Redevelopment Authority
Executive Director
4801 West 50th Street
Edina, Minnesota 55424-1330
HWR’s Authorized Representative is:
West Hennepin Affordable Housing Land Trust dba Homes Within Reach
Executive Director
5101 Thimsen Ave #202
Minnetonka, MN 55345
TCHFH’s Authorized Representative is:
Twin Cities Habitat for Humanity
Land Acquisition Project Manager
1954 University Ave W
St. Paul, MN 55104
6.2. Assignment. TCHFH may neither assign nor transfer any rights or obligations under
this Agreement without the prior consent of the HRA and a fully executed Assignment
Agreement, executed and approved by the same parties who executed and approved this
Agreement, or their successors in office.
6.3. Amendments. Any amendment to this Agreement must be in writing and will not be
effective until it has been executed and approved by the same parties who executed and
approved the original Agreement, or their successors in office.
5
225399v4
6.4. Waiver. If the HRA fails to enforce any provision of this Agreement, that failure
does not result in a waiver of the right to enforce the same or another provision of the
Agreement in the future.
6.5. Liability and Indemnification. TCHFH will indemnify, save, and hold the HRA, its
agents, and employees, harmless from any claims or causes of action, including
attorney’s fees incurred by the HRA arising from the performance of this Agreement by
TCHFH or TCHFH’s agents or employees and including negligent acts by TCHFH or
TCHFH’s agents or employees. This clause will not be construed to bar any legal
remedies TCHFH may have for the HRA’s failure to fulfill its obligations under this
Agreement. TCHFH shall maintain such books and records as will satisfactorily
demonstrate to Federal, State, and the HRA’s Auditors that TCHFH has used the funds in
accordance with this Agreement.
6.6. Insurance. TCHFH agrees that it will, at all times during the term of this Agreement,
have and keep in force a general liability insurance policy with coverage in the amount of
at least $1,000,000 per occurrence. A copy of TCHFH’s insurance declaration page,
Rider or Endorsement, as applicable, which evidences the existence of this insurance
coverage naming the HRA as an additional insured must be provided to the HRA before
work under this Agreement is begun.
6.7. Audits. TCHFH’s books, records, documents, and accounting procedures and
practices relevant to this Agreement are subject to examination by the HRA, as
appropriate, for a minimum of six (6) years from the end of this Agreement.
6.8. Government Data Practices. TCHFH and the HRA must comply with the
Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data
provided by TCHFH under this Agreement, and as it applies to all data created, collected,
received, stored, used, maintained, or disseminated by TCHFH under this Agreement.
The civil remedies of Minn. Stat. §13.08 apply to the release of the date referred to in this
clause by either TCHFH or the HRA. If TCHFH receives a request to release the data
referred to in this clause, TCHFH must immediately notify the HRA. The HRA will give
TCHFH instructions concerning the release of the data to the requesting party before the
data is released.
6.9. Non-Discrimination. TCHFH shall ensure compliance with all provisions,
ordinances, and other laws against discrimination, including but not limited to Title VI of
the Civil Rights Act of 1964 (Public Law 88-352), Executive Order No. 11246 entitled
“Equal Employment Opportunity” as supplemented in the Department of Labor
Regulations (4 CFR, Part 60), and Minnesota Statutes, Chapter 363A.
6.10. Governing Law, Jurisdiction, and Venue. Minnesota law, without regard to its
choice-of-law provisions, governs this Agreement. Venue for all legal proceedings out of
this Agreement , or its breach, must be in the appropriate state or federal court with
competent jurisdiction in Hennepin County, Minnesota.
6.11 No Joint Venture. Nothing in this Agreement is intended nor should be construed
as creating or establishing the relationship of a partnership or a joint venture between the
parties or as constituting TCHFH or HWR as the agent, representative, or employee of
the HRA or the City of Edina for any purpose. TCHFH and HWR shall not represent
themselves as agents of the HRA or the City of Edina to any person.
6.12. Severability. If any provision or application of this Agreement is held unlawful or
unenforceable in any respect, such illegality or unenforceability shall not affect other
6
225399v4
provisions or applications that can be given effect, and this Agreement shall be construed
as if the unlawful or unenforceable provision or application had never been contained
herein or prescribed hereby.
6.13. Authorized Signatories. The parties each represent and warrant to the other that
(1) the persons signing this Agreement are authorized signatories for the entities
represented, and (2) no further approvals, actions or ratifications are needed for the full
enforceability of this Agreement against it; each party indemnifies and holds the other
harmless against any breach of the foregoing representation and warranty.
6.14. Entire Agreement. This Agreement, together with the Grant Application,
constitutes the complete and exclusive statement of all mutual understandings between
the parties with respect to this Agreement, superseding all prior or contemporaneous
proposals, communications, and understandings, whether oral or written, concerning the
grant funds.
6.15. Headings. The headings appearing at the beginning of the sections contained in this
Agreement have been inserted for identification and reference purposes only and shall not
be used in the construction and interpretation of this Agreement.
6.16. Survivability. All covenants, indemnities, guarantees, releases, representations and
warranties by any party, and any undischarged obligations of the HRA, the City and
Recipient arising prior to the expiration of this Agreement (whether by completion or
earlier termination), shall survive such expiration.
6.17 No Third-Party Rights. No third party shall have any rights or remedies under the
terms of this Agreement.
(Remainder of page left intentionally blank; signature page follows)
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225399v4
Dated: ____________________, 2023 HOUSING AND REDEVELOPMENT
AUTHORITY OF EDINA, MINNESOTA
BY: ______________________________
(Name and title)
BY: ______________________________
(Name and title)
Dated: ____________________, 2023 TWIN CITIES HABITAT FOR HUMANITY
BY: ________________________________
(Name and title)
BY: _________________________________
(Name and title)
Dated: ____________________, 2023 WEST HENNEPIN AFFORDABLE HOUSING
LAND TRUST
BY: ___________________________________
(Name and Title)
BY: ___________________________________
(Name and Title)
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225399v4
EXHIBIT A:
REVOLVING LOAN PROGRAM SUMMARY
City of Edina
Revolving Line of Credit Program
Twin Cities Habitat for Humanity, Inc.
1. Project Summary
Twin Cities Habitat for Humanity (TCHFH) offers the following in response to the City’s intent to see housing units
rehabbed and sold as affordable homeownership units:
a. # Homeownership units – up to6
b. # Square Feet – dependent on existing houses acquired; typically our homes are ~1,600 finished square
feet, but that will be flexible give these are expected to be rehabs of existing homes.
c. # Bedrooms – Dependent on houses acquired, but typically 3-5 bedrooms
d. # Bathrooms – For new homes, TCHFH provides 3-bedroom houses with 1.5 bathrooms and 4- and 5-
bedroom houses with 2 bathrooms. We would strive to maintain this ratio for rehabs if at all feasible.
e. Garage Type – 2-stall garages (attached or detached) are preferred, however we would be flexible to
leave, for example, a one-stall garage as is if it is attached, or if the lot is too small to allow a 2-stall.
f. Amenities – Rather than focusing on luxury-type amenities, TCHFH focuses on building energy efficient
homes to further reduce the cost of homeownership for lower income families. For rehabs, these efforts
include energy and efficiency upgrades the direction of assessments provided by Center for Energy and
Environment (CEE), and using Energy Star certified appliances, 96% efficient furnaces, and 63% efficient
water heaters.
g. Construction timeline – TCHFH begin construction by fourth quarter of 2023, with completion of all 6
projects by end of calendar year 2026.
h. Sales Price Restrictions - TCHFH intends to partner with West Hennepin Affordable Housing Land
Trust/Homes Within Reach and would defer to the land trust model for long term maintenance of
affordability. WHAHLT initially establishes a land trust sale price that is affordable to a qualifying family.
For subsequent sales, WHAHLT’s resale formula requires that the seller sell the property for no more
than what they purchased the structure for plus 35% of the appreciation of the structure. The land is
permanently removed from the calculation of value.
i. Household Income/ Percent of Area Median Income – TCHFH serves families who have at least $42,000 in
income and are less than 80% AMI, with preference for less than 60% AMI.
j. Addresses of Properties – TBD
2. Applicant Contact Information
a. Noah Keller
b. Land Acquisition Project Manager
c. Twin Cities Habitat for Humanity, Inc.
d. 1954 University Ave W, St Paul, MN 55104
e. noah.keller@tchabitat.org
f. 612-296-1848
3. Marketing, Outreach and Engagement
TCHFH is committed to expanding housing opportunities for all people and households that experience disparities
in homeownership rates. TCHFH will emply marketing and outreach strategies to reach households that
experience disparities in homeownership rates, including households of color or indigenous, disabled, and/or
low-income populations. For example:
• Radio spots and call-in interviews on KMOJ radio, partnering with local employers, churches, realtors, and
non-profits referral network to reach an ever-broader audience and expand the reach to individuals and
households who have historically not accessed TCHFH’s programs in high numbers.
• Engage in community through tabling events, community meetings, and other face-to-face or virtual spaces
to build relationships.
• Ensuring our programs are culturally competent and staff are developing their skills and service delivery
methods that respect and encourage diversity.
Additional activities to pursue:
• Hosting TC Habitat information sessions in community-preferred locations and other languages, such as
Spanish, Hmong and Somali. TC Habitat offers these sessions quarterly or as needed based on partner
requests. In addition, TC Habitat's web and application materials are now available in Hmong, Spanish, and
Somali.
• Employing bilingual staff who speak languages represented in our client base, including Arabic, Somali,
Hmong, and Spanish.
• Contracting interpreter services for coaching sessions and group training programs when needed or preferred
• Participating in annual NeighborWorks America ®, Minnesota Housing Finance Agency and Minnesota
Homeownership Center training programs
• Responding to and integrating client and community feedback through listening sessions and program
evaluation. Financial coaches will gather customer feedback through coaching surveys, and we will be hosting
quarterly feedback opportunities with the referral partners through a variety of avenues. These include
webinars, in-person meetings, conference calls and email updates.
Referral partners include the following organizations: Homes Within Reach (part of WHAHLT), African
Development Center, Build Wealth Minnesota, CLUES Comunidades Latinas Unidas En Servico, Mni Sota Fund
(formerly Bii Gii Wiin), PRG, Project for Pride in Living, Camphor Fiscally Fit, Hmong American Partnership, Model
Cities, Neighborhood Development Alliance (NeDA), NeighborWorks Home Partners, Community Action
Partnership of Suburban Hennepin County (CAPSH), Dakota County CDA, Dakota County Financial Empowerment
Services, and the Washington County CDA.
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EXHIBIT B
FORM OF DISBURSEMENT REQUEST
TO: Edina Housing and Redevelopment Authority
4801 West 50th Street
Edina, Minnesota 55424-1330
Date: _________________________________________
Address: __________________________________________
Legal Description: ______________________________________
Requesting Amount: _______________________
Acquisition Rehabilitation
Estimated Market Value:
Supporting Documentation:
Acquisition
Assessment/Appraisal
Preliminary Rehabilitation Scope of Work
Wiring Instructions
Estimated Sources and Uses
Renovation
Scope of Work
Home Improvement Contract
Cost Estimates
Approval
____________________________________ __________________________________
Stephanie Hawkinson
Twin Cities Habitat for Humanity City of Edina
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225399v4
Exhibit C
HOME IMPROVEMENT CONTRACT
EXHIBIT B
REHAB SCOPE OF WORK
PM:
PM Phone:
Edina, MN SS:
SS Phone:
Design Team:
Sustainable Goal:
Job Cost Date
needed
Rental length
001-511
001-516
001-520
001-520
001-520
001-520
001-520
001-520
001-528
001-540
001-545
001-590
001-630
001-740
001-745
Division
018-200
001-540
002-115
002-116
002-117
002-220
002-245
002-465
002-555
002-612
002-710
002-800
002-811
003-320 Concrete - Structural
003-320 Concrete - Flatwork
Lead Abatement
Asphalt Paving
Permanent Fence
Landscaping
Irrigation
Earthwork
Drinking Wtr
Security Fence
GENERAL REQUIREMENTS
Items Needed
Dumpster
SUBCONTRACTED WORK
Porta Potty
Crane
Forklift
Man-lift
Fans
Dehumidifiers
Other:
Scaffold
Temp Field Off
Storage Trailer
Cleaning subcontracted
Approximate Start Date
See HVAC, Electric & PlumbingRadon Mitigation
Type of Work
Demolition
Asbestos Abatement
Soil Stabilization-Retaining Wall
Helical Piers
Sewer & Water
Compliance
Verification:
Temp Utilities
Twin Cities Habitat for Humanity Date:
Site Address:
Site #:
The design team consists of the project manager, designer, field manager, Site
Supervisor and 3rd party auditor (CEE or Building Knowledge)
The goal of the design team is to create and efficient, durable, healthy design of
home.
During the construction of the home, the on-site Site Supervisor ensures
compliance with the Project Specification. Upon completion of substantial
construction, walk through will be done by the field manager, project manager
and 3rd party rater to verify green features have been completed as described
in the Project Specification.
Temporary Security Fence
Rehab Scope of Work (self-performed as GC, plus licensed subcontractors as required)
004-210
005-140 Egress Window Well
005-720
006-100
006-200
007-113
007-210
007-315
007-315
007-461
007-475
007-635
008-360
009-255
009-295
009-310
009-685
009-905
013-790
015-400
015-500
015-600
016-200
1
2
3
4
5
6
7
8
9
10
1
2
3
4
5
6
7
1
2
3
4
5
6
7
8
9
10
11
Exterior Painting
Fire Supervisory Systems
Fire Protection - Sprinklers
Metal Hand Railing
Roofing *GAF DONATION*
Masonry
Rough Carpentry
Finish Carpentry
Insulation
Soffit & Fascia
Siding
Overhead Garage Door
Drywall Hanging
Drywall Finishing
CeramicTile
Main Level - Dining Room, Hallway
Main Level - Front Entry / Living Room
HVAC
By
By
Roofing
Gutters and Downspouts
Foundation Waterproofing
Plumbing
General - Finished Areas
Electrical
Carpeting
By
1
2
3
4
5
6
7
8
9
10
11
1
2
3
4
5
6
7
8
9
10
11
12
13
14
1
2
3
4
5
1
2
3
4
5
6
1
2
3
4
5
6
1
2
3
4
5
6
7
By
By
By
By
By Bedroom 2 (Main level W)
Bedroom 2 (Main level NE)
Bedroom 1 (Main level NW)
Bathroom (Main)
Main Level - Side Entry, Stairs By
Kitchen
8
9
10
11
12
13
14
15
16
17
18
19
20
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
1
2
3
4
5
6
7
8
9
10
11
12
1
2
3
4
5
6
7
8
9
10
By
By
Bedroom 5 (lower level NE) By
Bedroom 4 (lower level NW)
Lower level - main area / stairs
11
12
1
2
3
4
5
6
7
8
9
10
11
1
2
3
4
5
6
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
CSI
002-115
By
By
By
ASBESTOS ABATEMENT
Exterior
Lower level - Utility room / storage areas
Garage
Material Supply:
Material Supply:
002-116
Note*
Material Supply:
002-117
Plumbing Sub:
Electrical Sub:
Material Supply:
002-220
Note*
Note*
Erosion Control:
Demolition:
All materials, including dumpsters, supplied by subcontractor.
Silt fence at perimeter of site installed by: (Volunteers or Subcontractor).
Silt sock/bio log at construction entrance installed by: (Volunteers or Subcontractor).
All materials, including dumpsters, supplied by subcontractor.
Abate all lead as listed in assessment- . Any structural components will need to be encapsulated as they cannot be
removed.
Work must be done by someone with required training and certification.
Abate all asbestos as listed in assessment.
Utilize asbestos assessment from: (company and date).
Upon completion, provide Hazardous Waste Manifest documentation and air sampling documentation.
Install erosion control around perimeter of site.
Install rock entrance using 1-1/2" dia. (12' wide x 20' long x 4" deep). Field verify
location.
Please include your warranty on all proposals.
Install a receptacle in the attic near pipe for radon fan.
Wiring of plug to radon fan
Radon fan supplied by TCHFH Warehouse.
All other materials supplied by Subcontractors.
RADON MITIGATION
All materials (including dumpsters) supplied by subcontractor.
LEAD ABATEMENT
Lead abatement shall be done in a timely, safe and professional manner in such that TCHFH will only be financially
responsible for one clearance test, The abatement subcontractor will be responsible to pay for any additional
clearance tests thereafter.
Work must be done by someone with required training and certification.
Utilize lead assessment from: (company and date).
Upon completion, provide documention of passed lead clearence test
Remove & dispose of _____ foot wide sidewalk at roadway.
Install pull chain porcelain fixture near radon fan.
Remove & dispose of _____ foot wide curb at roadway .
Install an active radon system to include a 3" schedule 40 pipe running from below
the concrete slab up and out of the roof with an inline fan located in attic. In the
basement, break through the concrete floor and dig out enough dirt to create a void
approximately 20” in diameter. The pipe is to be set at the bottom of the slab rather
than the bottom of the hole and should be T'ed to run 3” in two directions. The hole is
to be sealed with foam-rubber backer rod and patch concrete around base of the
pipe. The pipe run should have as few horizontal sections and elbows as possible.
This work is also to include the installation of the manometer. Utilize space in
attached garage to run pipe, if possible.
Excavation should be dug to industry standard which is within 1/10th or 1 ¼” of
required design depth. Excavator will be charged for any additional subgrade work
from concrete subcontractor to include removal of soils and/or additional concrete.
EARTHWORK
Remove & dispose of existing building(s).
Landscaping materials including (describe materials) on the lot.
Remove & dispose of _____ x _____ (concrete or masonry) pad.
Non-city sidewalks and steps including (describe locations) on the lot.
Site Work:
Import & Placement of Soils:
Export Soils:
002-245
Note*
Locations:
Material:
Material Supply:
002-555
Note*
Sewer:
5" Class 5 recycled concrete base under concrete approach to appropriate height and
required drainage. Base under paved driveways by Paving subcontractor.
Excavation for concrete piers at porches by: Subcontractor - Piers to be 8' in depth.
Finish grading to acceptable level for small utilities and site work - 1 trip.
Excavation for garage expected to need 1 trip.
Final grade to include spreading of black dirt - 1 trip. Black dirt to have a minimum
coverage of 3" (or specify other thickness requirement).
Extend 4" sewer line from stub at property line to building footprint. New sewer line
not to be in a finished or future bedroom location, extend stub to furnace room
Sub cut for driveway/approach and verify appropriate compaction. Sub cut expected
to be done just prior to driveway installation and (will, will not) require an additional
trip.
Concrete stoops.
Remove unsuitable soils due to soil correction from site.
Subcontractor to specify amount.
Structural materials to be free from settlement for ten years.
Rock Mulch by others: See Landscaping 002-800 below.
Wood mulch by others: See Landscaping 002-800 below.
Install new 4" sewer line from sewer main in the street and stub to property line.
Work to include the cutting and patching of the (roadway and boulevard curb/
sidewalk).
Replace clay tile sewer line from sewer main in the street and extend to property line.
Work to include the cutting and patching of the (roadway and boulevard curb/
sidewalk). To include new tap.
All materials supplied by (subcontractor, TCHFH via preferred vendor).
UTILITIES
Please include your warranty on all proposals.
(See survey for retaining wall locations OR describe locations with lengths).
Anchor Block Diamond in Desert Tan - 6x15x12 bevel face block units and 3x18x3
cap units or approved equal.
All trenches to be backfilled and compacted based on the recommendations of the
soils report or 24" maximum lifts. Structural materials to be free from settlement for
ten years.
Strip/degrub top soil and shrubs (indicate which shrubs) and remove from site.
Remove and dispose of stumps (indicate number and locations).
Remove & dispose fence including (describe locations).
Structural materials to be free from settlement for ten years.
Remove excess fill from site. Subcontractor to specify amount.
SOIL STABILIZATION - RETAINING WALL
Installation of base material by: (Volunteers or Subcontractor).
Walls are to have a 6" base of ¾" rock with an average of 12" drainage aggregate.
5" Class 5 recycled concrete base under detached floating garage slab to appropriate
height and required drainage.
Rock entrance material as described above in Erosion Control.
Black dirt material if not enough available and stockpiled from site- subcontractor to
specify amount per yard.
See engineering by: (company and date) for wall requirements.
Removal of existing retaining wall by: (Volunteers or Subcontractor).
Installation of new retaining wall by: (Volunteers or Subcontractor).
Remove rock entrance prior to final grade.
Water:
Storm Sewer:
Material Supply:
002-556
002-612
Base:
Site Work:
Bituminous:
Striping:
Material Supply:
002-710
Note*
Locations:
Material:
Material Supply:
002-800
Plantings:
Flower Beds:
Plantings are to be drought tolerant. New trees and plants at least 50% native, 100%
site & soil appropriate and 100% non-invasive. Plantings to be placed a minimum of
24" from foundation wall.
All materials supplied by subcontractor.
Replace lead water line from water main in the street with new 1" copper line and
extend to property line. Work to include the cutting and patching of the (roadway and
boulevard curb/ sidewalk). To include new tap and valve.
not to be in a finished or future bedroom location, extend stub to furnace room
instead.
Permanent fence to include a one year warranty.
Striping as indicated on the drawings.
All materials supplied by subcontractor.
PERMANENT FENCE
(Ornamental iron, Chain link, Wood, Vinyl) fencing to be supplied and installed by
fencing subcontractor. Design/style as indicated on the drawings.
Plantings to be installed by Master Gardeners.
All materials supplied by subcontractor.
LANDSCAPING
Extend 1" water line from stub at property line into the footprint three feet past
foundation wall interior. If water line stub runs into a finished or future bedroom
location, then extend stub to furnace room instead.
Remove and dispose of existing driveway as shown on survey. Sub cut for driveway,
export all excess fill, and verify appropriate compaction. Sub cut expected to be done
just prior to driveway installation and will not require an additional trip.
The parking and drive entrance shall be constructed of (2.5") inches of bituminous
material placed in one lift.
(5") thickness of Class 5 recycled concrete. Work to include (supply and installation
of base, fine grade of existing base).
(See survey for fence locations OR describe locations with lengths).
ASPHALT PAVING
Base to be placed (under or up to) curbs.
Water line to be 1".
As indicated on the drawings.
Install new 1" water line from water main in the street and extend to property line.
Work to include the cutting and patching of the (roadway and boulevard curb/
sidewalk). To include new tap and valve.
SNAKE SEWER
Snake sewer line from basement drain to street.
Install rock and landscape fabric under porch for Minneapolis projects.
Sod:
Seed:
Trees:
Rain Gardens:
002-811
Note*
Material Supply:
003-320
Note*
Note*
Note*
Note*
Note*
Basement Slab:
Curb & Gutter:
Approach:
Note*
Sidewalks:
Stoop:
Remove rock mulch and replace with wood mulch prior to Master Gardener day.
Irrigation work to include two year labor and parts warranty.
Irrigation to be located at (front/visible side of home or entire site).
All materials supplied by subcontractor.
Assumes blow out of system by others.
All trees to include a one year warranty.
IRRIGATION
Installation of deduct meter, back flow preventer and stub out of building by Plumbing
subcontractor.
Upon awarding of this work, an irrigation plan must be submitted for review and
approval.
4" Concrete slab or to meet city/ county specifications.
Sub grade and gravel base by Earthwork subcontractor. Minor sub grade prep to be
expected.
Blvd sidewalks to meet City/County requirements.
Subcontractor is to specify on the proposal which areas are planned for fly ash.
If approach extends past property line, work to include additional concrete work.
Install ____ trees on site with minimum ___ dia. Mulch 1 ft. diameter
around new trees. Install trees at (indicate locations).
Remove existing concrete slab.
All concrete work to be performed by: Subcontractor.
CONCRETE
Structural concrete to include a ten year warranty.
All load tickets to be given to TC Habitat along with invoice.
Our goal is to utilize 40% fly ash content if the schedule permits and if the temperature remains
above 45 degrees at night. Each item below indicates whether we will use a standard concrete or
40% fly ash concrete mix. Provide proper curing with forms, poly, or spray on curing agent to meet
design mix at 28 days.
Contact Dennis Chick to have 1.5" caliper professionally planted. Less than 1.5"
caliper will be planted by Master Gardeners.
Sod is to be installed if patches missing is more than 100 sq ft. Sod boulevard if there
is little grass and soil is compacted. Sod areas as indicated on the landscape bedding
plan.
Seed yard and boulevard if missing patches are less than 100 ft. 2.
(B612, B618 or surmountable) to match existing curb.
Strip footing per plan.
Approach at alley to be _____ feet by _____ feet by 4" thick.
Remove & dispose of _____ foot wide curb at roadway (if City requirement).
Include all additional charges for this project; examples include but not limited to environmental washout
fees, pump truck fees, conveyor, and winter charges.
Rain garden installation by: (Subcontractor or Master Gardeners).
(Description of quantity and locations and if there is a plan).
Sidewalks on site to be 3 feet wide and 4" thick.
Pour 4" Concrete slab.
Note*
Porch Piers
Detached Garage:
Rebar:
004-520
Note*
Brick:
Cultured Stone:
Material:
Finishes:
Material Supply:
005-140
Note*
Window Wells:
Material Supply:
005-720
Note*
Locations:
Material:
Material Supply:
006-100
Note*
006-110
Note*
Framing:
Decking:
Horizontal framing lumber to be spf #2 or better.
Sill sealer under exterior walls at all locations.
3/4" T&G OSB (or Plywood).
All carpentry to include a one year warranty.
FRAMING & SHEATHING
Please include your warranty on all proposals.
Vertical framing lumber to be spf #2 or better.
36" Classic rail black in color, picket series (or equal).
All materials supplied by subcontractor.
ROUGH CARPENTRY
Type and size per finish schedule.
Brick work to include colored mortar per finish schedule.
See finish schedule.
METAL HAND RAILINGS
All materials purchased for this project are to be tax exempt.
WINDOW WELLS
Please include your warranty on all proposals.
(See survey, elevations for hand rail locations OR describe locations with lengths).
All materials supplied by subcontractor.
Corrugated steel located at egress window pits. Installation by waterproofing
subcontractor. The top of the window well should be installed no lower than 6” below
the top of the foundation.
Window well to include access ladder.
Window well and ladder supplied by TCHFH warehouse.
All porch piers to be at a depth of 4'.
Work to include the installation of wire mesh.
Work to include stone sills at the windows.
Thickened edge, slab on grade garages to be 4" thick and include 1 course block.
Install new concrete stoop per plans.
All # 4 and #5 rebar will be supplied by the TCHFH warehouse. Subcontractor to
provide quantities to meet all applicable codes and engineered drawings.
All masonry work to include a 10 year warranty.
Work to include stone sills at the windows if applicable.
Work to include supply of steel lintels for brick, block, or stone bearing.
MASONRY RESTORATION
Indicate City sidewalk number on proposal
Wall Sheathing:
Roof Sheathing:
Porches:
Material Supply:
006-220
Trim:
Material Supply:
006-410
Style & Finish:
Material Supply:
007-110
Note*
Material Supply:
007-150
Exposed Foundation:
Material Supply:
007-210
Note*
Multi-family party: Batt insulation (or spray foam).
007-211 to 213
Exterior Walls:
Party Walls:
2x4: To be R13 fiberglass insulation as indicated on the drawings.
Party walls are to be fully insulated with house wrap on the warm side of the party
walls.
Please include your warranty on all proposals.
INSULATION & SEALING
All material supplied by TCHFH Warehouse.
INSULATION
All rigid foam, window wells, drain tile, drain tile accessories and sump basket/lid
supplied by TCHFH warehouse.
DAMPROOFING
Spray-on waterproofing (Watchdog or equal) applied to concrete with 2" rigid foam
applied after waterproofing has cured on poured foundation.
1/2" OSB.
Floor: Treated and sealed.
FINISH CARPENTRY
Railings: Spindles to be cedar. Rails to be treated.
Posts: 6x6 cedar.
All materials supplied by TCHFH via preferred vendor.
Ceilings at tuck-under garages to receive spray foam insulation
by subcontractor.
Multi-family:
2x6: To be R21 fiberglass insulation as indicated on the drawings.
½" inch rigid insulation over ½" OSB.
Installation of steel window well(s) as indicated on the drawings. The top of the
window well should be installed no lower than 6” below the top of the foundation.
Installation of drain tile around interior perimeter of footing and tied to drain tile chase
in footing. To include installation and tie in to sump basket.
Spray-on waterproofing, drain tile, window well installation by: Subcontractor.
Mid-Continent: Bayfield, Cider Finish.
ABC Millwork .
WATERPROOFING
All foundation waterproofing to include a ten year warranty.
MDF.
All trim supplied by TCHFH Warehouse.
CABINETRY
Cabinets on drawing includes anticipated cabinet needs at the time of design. Actual
cabinet layout may change during construction.
2'or 4' wide by 50' Foundation Liner supplied by TCHFH Warehouse. Liner to be
installed to a depth minimum of 6" below grade. Installation by: Volunteers.
Ceilings:
Single/Twin:R 50 to be blown-in cellulose by volunteers.
Multi-family:
Rims:
Single/Twin:Rigid foam, foamed in place, at rims.
Multi-family ext.:Rigid foam, foamed in place, at rims.
Multi-family party.Batt insulation (or spray foam).
Floors:
Window Sealing:
Penetrations:
Material Supply:
007-315
Note*
Note*
Roofing:
Location:
Finishes:
Material Supply:
007-460
Note*
Location:
Finishes:
Material Supply:
Dumpster supplied by subcontractor.
Installation of all soffit and fascia on (house, porch, garage) by: (Volunteer,
Subcontractor).
See finish schedule.
All materials other than fasteners supplied by TCHFH (via vendor (Lyman Lumber),
Warehouse).
All materials supplied by TCHFH (via vendor (Lyman Lumber), Warehouse).
SOFFIT & FASCIA
All soffit and fascia work to include a ten year warranty on workmanship.
walls.
R 50 to be blown-in cellulose by (volunteer or subcontractor) if a
standard pitched roof or dense pack by subcontractor for flat roof
systems. Ceilings at tuck-under garages to receive spray foam
insulation by subcontractor.
See finish schedule.
All materials other than fasteners supplied by TCHFH (via vendor (Lyman Lumber),
Warehouse).
Shingles to be a minimum 30 year.
Installation of all materials including drip edge, felt, ice and water, shingles, ridge
vent, and all necessary flashing by: Subcontractor.
Subcontracted work to include house main roof (porch roof, & garage roof).
All fasteners supplied by subcontractor.
All work done on-site is expected to be in compliance with OSHA safety
standards including all required fall protection. Violation of compliance with
these standards will result in the termination of contract and the disbarment of
work on future TCHFH projects.
All roofing work to include a ten year warranty on workmanship.
Fiberglass and cellulose will be supplied by TCHFH via preferred vendor (Insulation
Supply). All rigid foam/ foil faced insulation to be supplied by the TCHFH Warehouse.
Thermax not to be purchased.
Subcontractor to plan on (1,2) trips to complete the work.
Caulk and/or seal, with low expansion foam, all wall penetrations including windows,
doors, plumbing, and heating penetrations.
All piping penetrations through wall to include wall boot supplied by TCHFH
Warehouse.
ROOFING
2" rigid insulation to be installed under concrete slab by volunteers.
Peel and stick pan, side and head flashing. Head flashing to be counter flashed
behind air barrier.
Tear off existing shingles.
007-470
Note*
Note*
Siding:
Smart Side/ Miratec Trim:
Corners:
Windows:
Doors:
OH doors:
Bands/ Friezes
Vinyl Trim:
Corners:
Windows:
Doors:
OH doors:
Bands/ Friezes:
Shutters/Vents:
Location:
Finishes:
Material Supply:
007-631
Note*
Note*
Locations:
Material Supply:
007-900
Note*
Material Supply:
008-100
Note*
Doors:
Extension Jambs:
Material Supply:
All materials other than fasteners supplied by TCHFH via preferred vendor (Lyman
Lumber).
All fasteners supplied by subcontractor.
GUTTERS AND DOWNSPOUTS
All materials purchased for this project are to be tax exempt.
Done on-site.
Vinyl J-blocks for electrical fixtures.
Size and location as indicated on the drawings.
Subcontracted work to include (house, & garage).
See finish schedule.
Sealants and adhesives supplied by TCHFH Warehouse.
EXTERIOR DOORS
All materials purchased for this project are to be tax exempt.
Raised panel embossed steel door with foam core.
(Stock doors supplied by TCHFH Warehouse or special order from JB O'Meara
through TCHFH Warehouse).
All gutter work to include a one year warranty.
Gutter locations and downspouts as shown on the elevations. The arrows at the
downspout locations indicate the desired drainage direction.
Subcontractor is to supply all materials for seamless aluminum gutter installation.
Gutters are to be (white, linen, brown, other color).
CAULKING AND SEALANTS
Adhesives and sealants are to be low VOC.
All fasteners supplied by subcontractor.
Please include your warranty on all proposals.
Installation of siding and trim by: (Volunteer, Subcontractor).
Shutters and vents as indicated on finish schedule and elevations.
Subcontractor to provide own scaffold, pump jacks, ladders, etc.
Built of 3 1/2" lineal or equal at the boulevard side and vinyl J
channel at all other locations.
Built of 3 1/2" lineal around brick mold, 5/4"x6" under threshold.
Built of 3 1/2" lineal or equal if facing boulevard or Vinyl J
channel at all other locations.
Built of 5/4"x4" Smart Trim or equal.
Size and location as indicated on the drawings.
4" Vinyl.
Built of 5/4"x6" (front/rear) and 5/4"x4" (sides) Smart Trim or equal.
Built of 5/4"x4" Smart Trim or equal.
Built of 5/4"x4" Smart Trim or equal around brick mold.
Siding to be (Smart Side Precision 38 Series, Hardie with cedar mill finish or Vinyl).
SIDING & TRIM
008-210
Doors:
Material Supply:
008-360
Note*
Door:
Material Supply:
008-600
Windows:
Extension Jambs:
Grills:
Material Supply:
008-700
Note*
Material Supply:
009-250/290
Drywall Hanging:
Material Supply:
009-295
Drywall Finishing:
Ceiling Texture:
Material Supply:
009-310
Texture mix should include ceiling paint, supplied by subcontractor, for a finished
look.
Subcontractor is to supply all materials for drywall finishing and ceiling texture.
All windows supplied by TCHFH Warehouse.
DOOR HARDWARE
Entries and garage service door are to be keyed alike.
Door and closet hardware supplied by TCHFH Warehouse.
Spray all ceilings in finished areas with popcorn texture by subcontractor.
TILE FLOORING
DRYWALL FINISHING
All taping and sanding in finished areas by subcontractor.
Fire taping in unfinished areas by subcontractor.
Fire tape attached garage by subcontractor.
Scrape popcorn texture off all ceilings in finished areas by: subcontractor or
volunteer.
DRYWALL
To be done with: (Volunteers, Subcontractor).
Drywall supplied by TCHFH via preferred vendor (Metzger's Drywall). To be locally
sourced.
Note*** Maximum .37 U-value for new windows.
6 1/8" - Not attached.
To be (snap-in or integral) as indicated on the drawings.
Andersen 400 Series Awning window as indicated on the drawings, .28 U-Value.
Andersen 400 Series Casement windows as indicated on the drawings, .28 U-value.
GLASS & GLAZING
Andersen 200 Series Double Hung as indicated on the drawings, .30 U-value.
Andersen 200 Series Egress Gliding window as indicated on the drawings, .30 U-value.
Overhead door to meet wind code.
Subcontractor to supply all materials for installation.
Masonite.
Stock doors supplied by TCHFH Warehouse.
OVERHEAD GARAGE DOOR
Special Order door type: (Specify model and door swing).
INTERIOR DOORS
Subcontractor to remove and dispose of existing door and track.
(9x7, 16x7) (Non-insulated, Insulated) raised steel panel overhead door in white.
All overhead garage door installation to include a one year warranty.
Note*
Note*
Locations:
Material Supply:
009-650
Note*
Locations:
Vinyl adhesive:
Subfloor:
Finishes:
Material Supply:
009-600
Note*
Locations:
Finishes:
Material Supply:
009-685
Note*
Locations:
Material:
Finishes:
Material Supply:
009-900
Material:
Misc Painting:
Sealing:
Interior paint is to be low VOC as supplied by TCHFH Warehouse.
CARPET
Paint all deck railings, spindles, columns and lattice.
Seal exposed non-certified composite wood to reduce off gassing due to
formaldehyde. This is typically needed for all particle board materials.
Carpet to be supplied by the subcontractor.
PAINTING
Exterior paint is to be low VOC as supplied by ABWK.
The carpet roll number must be supplied by the subcontractor for verification that it is
material specified.
See finish schedule.
Tack strip and pad supplied by TCHFH Warehouse.
Carpet to have Green Seal label - Mohawk - Fashionable Look Sorona or approved
equal.
All carpet work to include a one year warranty.
Tack strip and pad installed: by subcontractor.
As indicated on the drawings and finish schedule.
Finished basement bedroom to include a 3' wide bound runner from the bottom of the
stairs to the basement bedroom door.
Vinyl and adhesive are supplied by TCHFH Warehouse.
LAMINATE FLOOR
VINYL FLOORING
Please include your warranty on all proposals.
As indicated on the drawings and finish schedule.
Vinyl adhesive to be Robert's Brand 0-VOC or equal.
Laminate, pad, and accessories supplied by TCHFH Warehouse.
Please include your warranty on all proposals.
As indicated on the drawings and finish schedule.
See finish schedule.
Subfloor to be 1/4", birch or equal. Lauan is not acceptable.
See finish schedule.
All tiling work to include a one year warranty.
In order to install tile, floor span must be 19.2" or less. All tile use must be approved
by the Design Department.
As indicated on the drawings and finish schedule.
Supplied by TCHFH via approved vendor.
Finishes:
Material Supply:
009-905
Locations:
Material Supply:
010-550
House Numbers:
Mailbox
Material Supply
011-900
Range:
Refrigerator:
015-400
Note*
Note*
Supply & Installation:
Water heater: Gas run and hook-up.
Bathroom:
Remove shower, sink and toilet; cap toilet.
(Replace or replace and relocate) new water heater.
Post mounted mailbox to be located at curb.
House numbers are to be purchased by preferred vendor by site supervisor.
Mailbox is to be supplied by TCHFH Warehouse.
APPLIANCES
Plumbing work to include two year labor and parts warranty.
Provide rodent- and corrosion-proof screens (e.g., copper or stainless steel mesh or
rigid metal cloth) for openings greater than ¼ inch.
Standard unit supplied by TCHFH Warehouse.
Basement:
Utility / Laundry Room:
(Replace or replace and relocate) new tub and surround.
(Replace or replace and relocate) new sink and vanity top per plan.
(Replace or replace and relocate) plumbing fixtures and controls for the tubs/showers
and lav faucets.
To be (natural gas or electric) supplied by the TCHFH Warehouse.
Work to include all water piping, sewer piping, valves, and unions. Installation of all
new fixtures and controls listed below.
PLUMBING
(Replace or replace and relocate) new laundry sink.
Gas runs to include:
Install a new laundry tub with washer supply valves for future washing machine.
Disconnect and remove existing toilet, shower stall, tub and surround, lav and bath
faucet, showerhead, controls, and lav sink.
(Replace or replace and relocate) new toilet.
(Replace or replace and relocate) new shower stall.
Insulate all water piping per MN Energy Code
Subcontractor is to provide any other materials needed.
POSTAL
To be installed at front entry (and on garage at alley).
Wall mounted mailbox located at front entry.
Subcontractor to paint entire exterior of house (& garage) as outlined in finish schedule.
Subcontractor to caulk all seams in siding.
All paint & caulk supplied by TCHFH Warehouse & ABWK.
Unfinished stairs to basement.
Kitchen and bathroom(s), Bathroom(s) ) are to be painted with semi-gloss.
All paint supplied by TCHFH Warehouse.
EXTERIOR PAINTING
Prime all 6 sides of siding and exterior trim.
Interior doors and trim painted.
See finish schedule.
Bathroom:
Other:
Note*
Water heater: Gas run and hook-up.
Installation only:
015-450
Material Supply:
015-500
Note*
Supply & Installation:
Verify that exterior faucets have vacuum breakers.
50 gallon natural gas direct vent Water Sense water heater supplied by TCHFH
Warehouse.
Water heater pressure relief valve to be plumbed directly to the floor drain.
Washing machine location(s), if not located on a concrete floor, to include washer
box for water and drain and panic pan with drain.
All water valves including washer supply valves at the utility tub for future washing
machine.
Water meter to include water supply from stub in of water by utility contractor to the
water meter.
Floor drain at utility room.
(1/3 hp sump pump to include piping.)
Gas runs to include:
(Lawn irrigation deduct meter and back flow preventer to include stub out of building.)
(Replace or replace and relocate) plumbing fixtures and controls for the tubs/showers
and lav faucets.
Fiberglass tub and surround, shower stall, Water Sense faucets, kitchen sink, vanity
tops, utility tub, Water Sense dual flush toilets, manometer for radon system supplied
by TCHFH Warehouse.
Quick Flash Rain Control panels - 2 plumbing panels (boots) 1/2" x 3/4", and 5
plumbing panels (boots) 2" x 2 1/2" supplied by TCHFH Warehouse.
All materials as described under Section 015-450 Plumbing Fixtures & Trim
Low flow restrictors on faucets and showerheads by TCHFH Warehouse.
Inline Radon fan: *** See Radon Mitigation 002-117 above. ***
(Replace or replace and relocate) vanity top.
(Replace or replace and relocate) new sink and vanity top per plan.
Upper Level
Kitchen:
(Replace or replace and relocate) kitchen faucet and sink.
Remove dishwasher after electrical disconnect.
(Replace or replace and relocate) new toilet.
(Replace or replace and relocate) new shower stall.
(Individual unit fire suppression system for each unit.)
Frost-proof sillcocks to be located one at the front and one at the rear of the home.
Two total.
FIRE SUPPRESSION - SPRINKLERS
(Fire suppression system for the building to include:)
(Replace or replace and relocate)new tub and surround.
Shower stall supplied by plumber.
Remove garbage disposal after electrical disconnect.
Work to include all water piping, sewer piping, valves, and unions. Installation of all
new fixtures and controls listed below.
**Work to include plumbing permit.**
Provide cost for waste line snaking out to sewer if within scope of services.
Penetrations to the exterior to extend through flashed blocking and caulked - blocking
installation by others.
Fire department connection located at (indicate location).
Supply of fire strobe and horn - wiring by others.
Fire suppression work to include two year labor and parts warranty.
PLUMBING FIXTURES & TRIM
015-600
Note*
Note*
Note*
Note*
Bathroom:
Bathroom:
Bathroom:
Installation only:
Install bathroom exhaust fan ducted to exterior in bathroom.
Main Floor:
Basement:
Second Floor:
Install bathroom exhaust fan ducted to exterior in bathroom.
Filter cover to be gasket & seal tight to the furnace filter.
Sizing of ductwork to include potential future A/C.
Quick Flash Rain Control Panels at all penetrations.
All materials as described under Section 015-800 Vents, Fans & HVAC Materials.
Furnace.
General:
All boots on new supplies and returns must be sealed with mastic by subcontractor.
HVAC work to include two year labor and parts warranty.
Provide rodent- and corrosion-proof screens (e.g., copper or stainless steel mesh or
rigid metal cloth) for openings greater than ¼ inch.
All supply, return and exhaust ductwork to include:
Finished areas of basement to code.
Mastic all new ductwork NO taping of seams.
Utility / Laundry Room:
Replace flexible ducting at dryer with rigid ducting.
Install (new gas line and hook up or hook up range).
Install new range hood and run ducting to vent to exterior.
Install bathroom exhaust fan ducted to exterior in bathroom.
Install new range hood and connect to existing ducting vented to exterior.
Prior to install of new furnace TCHFH will want existing furnace to be running as temp
heat.
Replace existing furnace with new properly sized, 95% efficient, sealed combustion
furnace, with ECM motor.
Verify that AC is functioning, if not remove.
Work to include HVAC permits.
Kitchen:
General: All HVAC items to be completed by: subcontractor.
Verify adequate supply/return ducts for each room in house.
Dryer: Gas run to the dryer location to include installation of discharge vent to exterior.
Range: (Hook-up or gas run and hook-up.)
One supply and one return at unfinished area of basement. One
of these supplies to be located in future bedroom.
Include price for temp heat hook up.
Penetrations to the exterior to extend through flashed blocking and caulked - blocking
installation by others.
Natural gas runs to include:
Submit Manual J ,D, & S calculations with proposal.
Main gas line from meter into mechanical room.
Replace registers throughout.
Perform air test to check all gas lines and meter.
(Fire monitoring system by others or provide an alternate price for a fire monitoring
system.)
HVAC
Domestic tee supply and installation.
Fire Department lock box by others.
015-800
Material Supply:
016-100
Material Supply:
016-200
Note*
Note*
Note*
Service:
General:
Basement:
All light bulbs to be compact florescent (CFL) with Energy Star label, supplied by
TCHFH Warehouse.
ELECTRICAL MATERIALS
Quick Flash Rain Control panels - 6 electrical box boots for running wiring to exterior
of home supplied by TCHFH Warehouse.
Exterior photo cell fixtures supplied by TCHFH Warehouse.
Panasonic Whisper Value - EA PANFV05VS3.
General light fixtures, light bulbs, smoke detectors, combination smoke and CO detectors, load centers,
breakers, bath fans, range hood supplied by TCHFH Warehouse.
Bathroom exhaust fans, range hood, programmable thermostat supplied by TCHFH
Warehouse.
Quick Flash Rain Control panels - 3 HVAC panel 6" sheet metal boots for running
through exterior walls and roof supplied by TCHFH Warehouse.
VENTS, FANS, & HVAC MATERIALS
Furnace by subcontractor.
Electrical work to include two year labor and parts warranty.
Provide rodent- and corrosion-proof screens (e.g., copper or stainless steel mesh or
rigid metal cloth) for openings greater than ¼ inch.
Trenching by electrical subcontractor OR volunteer.
Fan rated boxes are to be used at the living room, dining room, and bedrooms if
ceiling fixtures are needed in those areas.
Correct any illegal or dangerous wiring discovered as a result of the removal of wall
and/or ceiling covering.
Install all new breakers.
Remove flourescent lights and other improperly installed wall-mounted
receptacles/outlets on finished area walls.
Wire new bath fan; fan to have switch near door.
Wire and Install new light fixtures, switches, and outlets to GFCIs.
Verify/install programmable thermostat (supplied by TCHFH).
Replace breaker box with (100, or 150 ) amp Square-D unit to meet code.
Replace all light fixtures and install overhead receptacles per plan. Porcelain fixtures
are supplied by electrician. All other fixtures supplied by the TCHFH Warehouse.
Replace all exterior fixtures with TCHFH standard exterior fixtures.
Air tight boxes are to be used at exterior walls and ceilings adjacent to attic space if
outlets/fixtures are needed in those areas.
Wire new bath fan; fan to have switch near door.
Bathrooms:
ELECTRICAL
Main Floor:
Update all wiring to be compliant with state and local codes.
All wiring shall be done so that no 2-pole AFCI breakers are required.
Install additional GFCI receptacles as required by code (kitchen, bathroom, garage).
Replace all outlets, switches, and covers. All receptacles to be tamper resistant.
Verify proper grounding for all items.
(100, or 150) amp service to be (underground/overhead).
Bathrooms:
Install hardwired smoke alarms, that have battery backup, are interconnected and
operational. Install smoke detectors and carbon monoxide detectors as required by
code. Install new batteries in all detectors.
Other:
Supply & Installation:
One receptacle at the washer and dryer for gas appliances.
Porcelain sockets as required by code.
Wiring Only:
All materials as described under Section 016-100 Electrical Materials.
Low Voltage:
Two additional receptacle at the mechanical room.
Range hood.
(240 volt receptacle for electric range.)
Wiring of plug to radon fan.
Trenching by electrical subcontractor.
Furnace.
Bath fan(s). Do wire fan(s) to wall switch(es).
(1-2) Exterior wall mount fixture(s). See plan for location(s).
Light switch at service door.
Receptacle at future garage door opener location in ceiling.
1 additional receptacle. Verify suggested plan locations with the site supervisor.
(1-2) porcelain socket(s).
All unused low voltage wiring should be removed when accessible.
All new lines should be installed as separate runs to a common low-voltage area in
the basement and separated from all power wiring per 2008 NEC and IEEE
recommendations.
(120 volt receptacle for gas range.)
Cable: Verify existing lines are in working condition and located in boxes. Verify the
number of additional lines to be installed and locations at the viewing prior to bidding.
If installing new CATV lines, placement should be approved by site supervisor.
Garage wiring per minimum code requirement including:
(Unfinished basement light switching:)
Switch and light for mechanical room.
Switch and light switch for general area.
Dual switch and light at stairway one at top and one at bottom.
One receptacle at the sump pump.
2 receptacles in the unfinished area.
(Recessed can located at the entry soffit or daylight sensing wall mount fixtures at
exterior doors as indicated on the drawings).
Door bell button(s) (front, or front and rear).
Air tight boxes at exterior walls and ceilings adjacent to attic space.
Assess attached garage OH door system; garage should have two porcelain
receptacle overhead light at minimum.
Wire and Install new light fixtures, switches, and outlets to GFCIs.
Wire and Install new light fixtures, switches, and outlets to GFCIs.
Bathrooms:
Kitchen:
Wire and Install new light fixtures, switches, and outlets to GFCIs.
Disconnect garbage disposal.
Disconnect dishwasher.
Install exterior receptacles: 1 at front and 1 at rear.
(Unfinished poured basement to receive:)
Fan rated boxes at the living room, dining room, and bedrooms.
Attic outlet for active radon mitigation fan *** See Radon Mitigation 002-117 above. ***
Under cabinet fluorescent light over kitchen sink provided by subcontractor.
General receptacles and switches.
All wiring to be compliant with state and local codes.
Wire new bath fan; fan to have switch near door.
Second Floor:
Material Supply:
Quick Flash Rain Control Panels at all penetrations.
General light fixtures, light bulbs, smoke detectors, combination smoke and CO detectors, load centers,
breakers, bath fan(s), range hood supplied by TCHFH Warehouse.
Exterior photo cell fixtures by TCHFH Warehouse.
All light bulbs to be compact florescent (CFL) by TCHFH Warehouse.
Phone: Verify existing lines are in working condition and located in boxes. Verify the
number of additional lines to be installed and locations at the viewing prior to bidding.
If installing new phone lines, placement should be approved by site supervisor.
Porcelain fixtures provided by subcontractor.
11
225399v4
EXHIBIT D:
SWORN CONSTRUCTION STATEMENT
EXHIBIT C
OWNER'S NAME: Twin Cities Habitat for Humanity NOTICE: This statement must be complete as to names of all persons and
PROPERTY AT:0 0 companies furnishing labor and material to the subject property. Fill in every
DATE:blank or state "none", or if included in another item, indicate which by number.
ITEMS FURNISHED BY TOTAL COST ITEMS FURNISHED BY TOTAL COST
PRECONSTRUCTION COSTS IN-KIND PRECONSTRUCTION COSTS
COST #DESCRIPTION COST #DESCRIPTION
218-218 Permits 0 218IK-218 Permits #REF!
218-218 SAC/WAC & Connection fees 0 218IK-218 SAC/WAC & Connection fees #REF!
105-200 Designs, Architectural & Engineering 0 105IK-200 Designs, Architectural & Engineering #REF!
300-902 Misc. Professional Services 0 300IK-902 Misc. Professional Services 0
215-902 Quality Control 0 215IK-902 Quality Control 0
300-903 Utility Rebates 0 300IK-903 Utility Rebates 0
402-402 Temporary Utilities 0 402IK-402 Temporary Utilities 0
300-903 General Conditions 0 300IK-903 Temporary Sanitary Facilities 0
406-901 Landscaping Equipment 0 406IK-901 Landscaping Equipment 0
5205-43-10 Hand Tools 0 5205-43-10 Hand Tools 0
SUBTOTAL PRECONSTRUCTION COSTS 0 SUBTOTAL IN-KIND PRECONSTRUCTION COSTS #REF!
CONTINGENCY @ 10.00%0
TOTAL PRECONSTUCTION COSTS 0 TOTAL IN-KIND PRECON COSTS #REF!
ITEMS FURNISHED BY TOTAL COST ITEMS FURNISHED BY TOTAL COST
DIRECT CONSTRUCTION COSTS IN-KIND DIRECT CONSTRUCTION COSTS
COST #DESCRIPTION COST #DESCRIPTION
100-100 Surveying 0 100IK-100 Surveying #REF!
302-100 Stake and Layout 0 302IK-100 Stake and Layout #REF!
101-101 Soil Testing 0 101IK-101 Soil Testing 0
213-902 Hazardous Material Assessments and Clearance Testing 0 213IK-902 Hazardous Material Assessments and Clearance Testing 0
220-220 Asbestos Abatement - Subcontracted 0 220IK-220 Asbestos Abatement - Subcontracted 0
222-220 Lead Abatement - Subcontracted 0 220IK-220 Lead Abatement - Subcontracted 0
360-365 Radon Abatement- Subcontracted 0 360IK-365 Radon Abatement- Subcontracted 0
224-220 Mold Remediation - Subcontracted 0 224IK-220 Mold Remediation - Subcontracted 0
306-302 Earthwork - Subcontracted 0 306IK-302 Earthwork - Subcontracted 0
302-901 Soil Stabilization 0 302IK-901 Soil Stabilization 0
302-304 Soil Stabilization - Subcontracted 0 302IK-304 Soil Stabilization - Subcontracted 0
302-902 SWPP/Erosion Control 0 302IK-902 SWPP/Erosion Control #REF!
307-902 Helical Piers 0 307IK-902 Helical Piers #REF!
307-901 Foundation Drainage 0 307IK-901 Foundation Drainage 0
311-311 Sewer & Water - Subcontracted 0 311IK-311 Sewer & Water - Subcontracted 0
381-902 Snaking Sewer Line - Subcontracted 0 381IK-902 Snaking Sewer Line - Subcontracted 0
TWIN CITIES HABITAT FOR HUMANITY
SWORN CONSTRUCTION STATEMENT
Page 1 of 4
350-350 Asphalt Paving - Subcontracted 0 350IK-350 Asphalt Paving - Subcontracted #REF!
350-901 Asphalt Maintenance 0 350IK-901 Asphalt Maintenance 0
350-353 Fences & Gates 0 350IK-353 Fences & Gates 0
350-352 Landscaping- Subcontracted 0 350IK-352 Landscaping- Subcontracted #REF!
350-901 Pervious Pavers 0 350IK-901 Pervious Pavers 0
350-901 Soil Preparation/ Black Dirt 0 350IK-901 Soil Preparation/ Black Dirt 0
350-354 Irrigation 0 350IK-354 Irrigation 0
002-820 Landscaping 0 002IK-820 Landscaping 0
302-901 Gravel, Rock, Sand, Draintile Cover 0 302IK-901 Gravel, Rock, Sand, Draintile Cover #REF!
307-901 Rebar & Wire Mesh Reinforcing 0 307IK-901 Rebar & Wire Mesh Reinforcing 0
307-307 Concrete - Subcontracted 0 307IK-307 Concrete - Subcontracted 0
350-901 Concrete - In- House 0 350IK-901 Concrete - In- House 0
333-901 Masonry - In-House 0 333IK-901 Masonry - In-House 0
333-309 Masonry - Subcontracted 0 333IK-309 Masonry - Subcontracted 0
333-901 Masonry Restoration 0 333IK-901 Masonry Restoration 0
333-337 Stucco Restoration - Subcontracted 0 333IK-337 Stucco Restoration - Subcontracted 0
307-901 Window Wells 0 307IK-901 Window Wells 0
320-901 Lightgage Framing 0 320IK-901 Lightgage Framing 0
320-901 Structural Steel 0 320IK-901 Structural Steel 0
350-901 Ramp Fitting 0 350IK-901 Ramp Fitting 0
350-351 Metal Hand Railings 0 350IK-351 Metal Hand Railings 0
320-320 Rough Carpentry - Subcontracted 0 320IK-320 Rough Carpentry - Subcontracted 0
307-901 Framing, Sheathing, Trusses 0 307IK-901 Framing, Sheathing, Trusses 0
375-375 Finish Carpentry - Subcontracted 0 375IK-375 Finish Carpentry - Subcontracted 0
375-901 Millwork, Cabinets, Countertops 0 375IK-901 Millwork, Cabinets, Countertops 0
300-901 Plastic and Metal Fasteners 0 300IK-901 Plastic and Metal Fasteners 0
320-901 Membrane Waterproofing, Dampproofing, Vapor Barriers 0 320IK-901 Membrane Waterproofing, Dampproofing, Vapor Barriers 0
307-308 Foundation Waterproofing - Subcontracted 0 307IK-308 Foundation Waterproofing - Subcontracted 0
370-370 Insulation - Subcontracted 0 370IK-370 Insulation - Subcontracted #REF!
370-901 Insulation 0 370IK-901 Insulation 0
331-901 Shingles 0 331IK-901 Shingles #VALUE!
331-331 Roofing - Subcontracted 0 331IK-331 Roofing - Subcontracted 0
331-901 Aluminium Trim 0 331IK-901 Aluminium Trim 0
331-332 Aluminium Trim - Subcontracted 0 331IK-332 Aluminium Trim - Subcontracted 0
333-901 Siding 0 333IK-901 Siding 0
333-310 Siding - Subcontracted 0 333IK-310 Siding - Subcontracted 0
333-901 Gutters & Downspouts 0 333IK-901 Gutters & Downspouts 0
333-334 Gutters & Downspouts - Subcontracted 0 333IK-334 Gutters & Downspouts - Subcontracted 0
300-901 Sealants & Caulks 0 300IK-901 Sealants & Caulks 0
330-901 Metal Doors 0 330IK-901 Metal Doors 0
375-901 Wood Doors 0 375IK-901 Wood Doors 0
340-310 Overhead Doors- Subcontracted 0 340IK-310 Overhead Doors- Subcontracted 0
333-901 Storm Doors 0 333IK-901 Storm Doors 0
Page 2 of 4
330-901 Windows 0 330IK-901 Windows 0
375-901 Door Hardware 0 375IK-901 Door Hardware 0
330-901 Window Repair 0 330IK-901 Window Repair 0
371-901 Drywall 0 371IK-901 Drywall 0
371-371 Drywall Hanging - Subcontracted 0 371IK-371 Drywall Hanging - Subcontracted 0
371-901 Drywall Finishing 0 371IK-901 Drywall Finishing 0
371-372 Drywall Finishing- Subcontracted 0 371IK-372 Drywall Finishing- Subcontracted 0
375-901 Ceramic Tile 0 375IK-901 Ceramic Tile 0
375-377 Ceramic Tile - Subcontracted 0 375IK-377 Ceramic Tile - Subcontracted 0
375-901 Wood Flooring/Refinishing 0 375IK-901 Wood Flooring/Refinishing 0
375-378 Wood Flooring/Refinishing - Subcontracted 0 375IK-378 Wood Flooring/Refinishing - Subcontracted 0
375-901 PSC Flooring 0 375IK-901 Laminate Flooring 0
375-901 Carpeting 0 375IK-901 Carpeting 0
375-376 Carpeting - Subcontracted 0 375IK-376 Carpeting - Subcontracted 0
375-901 Painting 0 375IK-901 Painting 0
375-336 Painting - Subcontracted 0 375IK-336 Painting - Subcontracted 0
375-901 Fireplace 0 375IK-901 Fireplace 0
300-901 Fire Protection Specialties 0 300IK-901 Fire Protection Specialties 0
333-901 Postal 0 333IK-901 Postal 0
375-901 Toilet & Bath Accessories 0 375IK-901 Toilet & Bath Accessories 0
375-901 Accessability Equipment 0 375IK-901 Accessability Equipment 0
375-901 Appliances 0 375IK-901 Appliances 0
375-901 Window Treatments 0 375IK-901 Window Treatments 0
360-364 Fire Suppression and Supervisory Systems 0 360IK-364 Fire Suppression and Supervisory Systems 0
360-361 Plumbing - Subcontracted 0 360IK-361 Plumbing - Subcontracted 0
375-379 Bathtub Resurfacing - Subcontracted 0 375IK-379 Bathtub Resurfacing - Subcontracted 0
360-901 Plumbing Fixtures & Materials 0 360IK-901 Plumbing Fixtures & Materials 0
360-360 HVAC - Subcontracted 0 360IK-360 HVAC - Subcontracted 0
380-902 Duct Cleaning 0 380IK-902 Duct Cleaning 0
360-901 HVAC Equipment and Controls 0 360IK-901 HVAC Equipment and Controls 0
360-901 Electrical Materials 0 360IK-901 Electrical Materials 0
360-362 Electrical - Subcontracted 0 360IK-362 Electrical - Subcontracted 0
102-102 *Environmental Testing 0 102IK-102 *Environmental Testing 0
103-103 *Environmental Cleanup 0 103IK-103 *Environmental Cleanup 0
101-101 *Soil Testing 0 101IK-101 *Soil Testing 0
404-901 *Sales Closing Costs 0 404IK-901 *Sales Closing Costs 0
111-111 *Purchase Price 0 111IK-111 *Purchase Price 0
111-111 *Acquisition Closing Costs 0 111IK-111 *Acquisition Closing Costs 0
107-902 *Legal Services 0 107IK-902 *Legal Services 0
400-400 Property Management 0 400IK-400 Property Management 0
Page 3 of 4
403-403 *Property Taxes 0 403IK-403 Property Taxes 0
400-401 *Vacant Building Fee 0 400IK-401 Vacant Building Fee 0
300-902 Initial Cleanout 0 300IK-902 Initial Cleanout 0
218-108 Escrows 0 218IK-108 Escrows 0
300-902 Preconstruction Service Calls 0 300IK-902 Preconstruction Service Calls 0
302-305 Tree Pruning & Removal 0 302IK-305 Tree Pruning & Removal 0
221-221 Demolition 0 221IK-221 Demolition 0
300-902 SWPP/Erosion Control 0 300IK-902 SWPP/Erosion Control 0
300-902 Street Sweeping 0 300IK-902 Street Sweeping 0
311-311 Sewer & Water - Subcontracted 0 311IK-311 Sewer & Water - Subcontracted 0
350-350 Asphalt Paving - Subcontracted 0 350IK-350 Asphalt Paving - Subcontracted 0
350-311 Road Construction 0 350IK-311 Road Construction 0
350-311 Curbs & Gutters 0 350IK-311 Curbs & Gutters 0
350-307 Concrete Sidewalks 0 350IK-307 Concrete Sidewalks 0
375-315 Security System 0 375IK-315 Security System 0
350-254 Fencing 0 350IK-254 Fencing 0
350-354 Irrigation 0 350IK-354 Irrigation 0
350-352 Landscaping 0 350IK-352 Landscaping 0
350-901 Recreational Amenities 0 350IK-901 Recreational Amenities 0
302-901 Gravel, Rock, Sand 0 302IK-901 Gravel, Rock, Sand 0
300-901 Project Lighting 0 300IK-901 Project Lighting 0
300-901 Project Signage 0 300IK-901 Project Signage 0
300-901 Project Sign Rental 0 300IK-901 Project Sign Rental 0
SUBTOTAL DIRECT CONSTRUCTION COSTS 0 SUBTOTAL IN-KIND DIRECT CONSTRUCTION COSTS 0
CONTINGENCY @ 10.00%0
TOTAL DIRECT CONSTRUCTION COSTS 0 TOTAL IN-KIND DIRECT CONSTRUCTION COSTS 0
TOTAL PROJECT CONSTRUCTION WITH IN-KIND 0
Page 4 of 4
Date: April 13, 2023 Agenda Item #: VI.D.
To:C hair & C ommis s ioners of the Edina HR A Item Type:
R equest F or P urc hase
F rom:C had A. Millner, P.E., Director of Engineering
Item Activity:
Subject:R equest for P urc hase: P rofes s ional S ervic es for 50th
and G range Improvements
Action
Edina Housing and Redevelopment
Authority
Established 1974
C ITY O F E D IN A
HO US I NG & R EDEVELO P MENT
AUT HO R I T Y
4801 West 50th Street
Edina, MN 55424
www.edinamn.gov
A C TI O N R EQ U ES TED:
Approve R equest for P urchase for P rofessional S ervices for 50th and Grange I mprovements with S hort E lliot
Hendrickson Inc for $69,060.00.
I N TR O D U C TI O N:
T he H R A accepted T he East G randview Transportation Study associated with the redevelopment of 4917 Eden
Avenue (old P erkins site). T hat study identified improvements on E den Avenue, G range Road, and 50th S treet to
improve safety of cyclist and pedestrians along with improving traffic safety and operations. T his contract will
complete 30% design of improvements along 50th Street from the proposed D iverging Diamond I nterchange
(D D I ) to east of Dale D rive including Grange R oad.
T he purpose of this preliminary design is to ensure the D D I and these improvements meet state aid design
standards for horizontal and vertical curves including space for pedestrian facilities. T his project is being
considered for construction in 2024 and 2026.
AT TAC HME N T S:
Description
Request for Purchase: Professional Services for 50th and Grange Improvements
Letter Proposal
Request for Purchase
Contract Number
1
CITY OF EDINA
4801 W 50th St., Edina, MN 55424
www.EdinaMN.gov | 952-927-8861 12300038
Department: Engineering
Buyer: Chad Millner
Date: 03/24/2022
Requisition Description: Professional Services for 50th and Grange Improvements
Vendor: SHORT-ELLIOT-HENDRICKSON INCORPORATED
Cost: $69,060.00
REPLACEMENT or NEW: REPLACEMENT
PURCHASE SOURCE:SERVIC K - SERVICE CONTRACT
DESCRIPTION:
The HRA accepted The East Grandview Transportation Study associated with the redevelopment of 4917
Eden Avenue (old Perkins site). That study identified improvements on Eden Avenue, Grange Road, and
50th Street to improve safety of cyclist and pedestrians along with improving traffic safety and operations.
This contract will complete 30% design of improvements along 50th Street from the proposed Diverging
Diamond Interchange (DDI) to east of Dale Drive including Grange Road.
The purpose of this preliminary design is to ensure the DDI and these improvements meet state aid design
standards for horizontal and vertical curves including space for pedestrian facilities. This project is being
considered for construction in 2024 and 2026.
BUDGET IMPACT:
This project is funded by TIF funds collected from the Eden Grange TIF district created with the
redevelopment of 4917 Eden Avenue (old Perkins site).
2
COMMUNITY IMPACT:
These projects can meet many of the seven guiding principles such as enhance the district’s economic
viability, design for the present and the future by pursuing logical increments of change using key parcels as
stepping stones to a more vibrant, walkable, functional, attractive, and life-filled place, organize parking as an
effective resource for the district by linking community parking to public and private destinations while also
providing parking that is convenient for businesses and customers, improve movement within and access to
the district for people of all ages by facilitating multiple modes of transportation, and create an identity and
unique sense of place that incorporates natural spaces into a high quality and sustainable development
reflecting Edina’s innovative development heritage.
ENVIRONMENTAL IMPACT: NA Service Contract
Engineers | Architects | Planners | Scientists
Short Elliott Hendrickson Inc., 10650 Red Circle Drive, Suite 500, Minnetonka, MN 55343-9229
952.912.2600 | 800.734.6757 | 888.908.8166 fax | sehinc.com
SEH is 100% employee-owned | Affirmative Action–Equal Opportunity Employer
SUPPLEMENTAL LETTER AGREEMENT
March 24, 2023 RE: City of Edina, Minnesota
W 50th Street Preliminary Engineering
SEH No. EDINA 171765 10.00
Mr. Chad Millner, PE
Director of Engineering
City of Edina
Engineering and Public Works Facility
7450 Metro Boulevard
Edina, MN 55439
Dear Chad:
Short Elliott Hendrickson Inc. (SEH®) appreciates the opportunity to submit the attached proposal for preliminary engineering services relative to the referenced project. Project Understanding/Scope of Services
Our scope of work includes the preliminary design of improvements on W 50th Street from Grange Road to adjacent to City Hall and will ultimately tie into the future Diverging Diamond Interchange (DDI) at TH 100 (designed by TKDA), which is scheduled for construction in 2025. Specific improvements to be analyzed include:
• Access reduction at W 50th Street and Dale Road/City Hall.
• Wide sidewalks/shared-use paths along both sides of W 50th Street while attempting to minimize private property impacts.
• Traffic signal improvements at W 50th Street and Grange Road (including concept submittal to MnDOT for review).
• Sidewalks on both sides of Grange Road between W 50th Street and Eden Avenue, including mid-block crossing of Grange Road.
• Directional drilling of water main along Vernon Avenue/W 50th Street and under TH 100 from Grange Road to Arcadia Avenue. We will generally follow the W 50th Street concept layout developed by SEH in Fall 2021 with the Grandview East Transportation Study (attached). Our scope also includes topographic survey, up to three review and coordination meetings with City staff and TKDA, preliminary layout of public utility improvements (two-dimensional only), development of a cost estimate, and review of construction phasing and staging relative to the DDI improvements along with a recommendation as to whether this project should be constructed in 2024 (prior to the DDI) or in 2026 (after the DDI). Deliverables will consist of:
• Project memorandum (1-page) with summary of impacts and costs
• Roadway typical section(s)
• 30% design roadway plan and profiles
• Cross sections
Mr. Chad Millner, PE
March 24, 2023
Page 2
• Cost estimate in 2023 dollars Geotechnical investigation, public engagement, and private utility coordination tasks are not included. Schedule
Anticipated Project Schedule Item No. Item Description Item Key Milestone Date
1 Receive Approval to Begin Project April 2023 2 Topographic Survey April-May 2023
3 Complete Preliminary Engineering May-July 2023
4 30% Design Submittal July 2023
Fees, Billing & Estimated Project Costs If accepted, this supplemental letter agreement describes how we will provide these services for a not-to-exceed fee of $69,060.00. This amount is detailed in the attached Task Hour Budget (THB) and includes our reimbursable expenses. We will bill the City monthly for reimbursable expenses and on an hourly basis for labor. We will provide these services in accordance with our Agreement for Professional Engineering Services dated June 4, 2013, herein called the Agreement.
This Supplemental Letter Agreement, THB, and the Agreement represent the entire understanding
between the City of Edina and SEH in respect to the project and may only be modified in writing if signed
by both parties.
We look forward to working with you and your staff on this project. Please contact me at 952.912.2629 or
wbauer@sehinc.com with questions regarding this proposal.
Sincerely,
SHORT ELLIOTT HENDRICKSON INC.
William Bauer, PE Toby Muse, PE
(Lic. IA, MN, SD) (Lic. MN)
Project Manager Client Service Manager
Enclosures
x:\ae\e\edina\171765\1-genl\10-setup-cont\03-proposal\sla ltr w 50th st prelim design rev 3 22 23.docx
Accepted on this ___day of________________, 2023
City of Edina, Minnesota
By: _________________________________
Name
_________________________________
Title
FILE NO.DATE:9/9/2021PHASE 1POTENTIAL TIF-FUNDEDROADWAY IMPROVEMENTSW 50TH STREETPRELIMINARY DESIGNPROJECT AREAEDEN AVEW 50TH STGRANGE RD
TH 100
CITY HALL
PM PE PESurvey Crew Chief Admin TechReimbursable Expenses (1) Total1.1111124261.2Virtual Meeting221113SEH will lead one (1) virtual meeting with TKDA and City staff to coordinate design layouts and discuss construction phasing/timing1010Includes up to two (2) virtual meetings with City staff to review typical section(s), anticipated private property and/or utility impacts, retaining wall needs, and other construction constraints33622 4 1 3 N/A 30$4,103.50 $676.73 $244.60 $371.27 $180.62 $5,576.722.1145426222.2222244Includes topographic survey from Grange Rd to Eden Ave4040Internal kickoff meetingSanitary/storm sewer manhole/catch basin structure survey dataTopographic SurveyHorizontal Survey Control - City MonumentsVertical Survey Control - Bench LoopsTopographic SurveyComplete storm sewer structure inventoryMeetings (Notice, Agenda, Materials, Minutes)Kickoff meeting with ClientDesign review meeting with City and TKDADesign review meetings with CityClient: City of EdinaInvoice managementProject Name: W 50th Street Preliminary DesignRevision Date: Contract and GeneralDevelop supplemental letter agreementCreate project in accounting systemSEH Project #171765Date: March 22, 2023Billing TitleTask #1 - Project ManagementAssumptions/NotesTask Hours SummaryTask Fee SummaryTask #2 - Data Collection and Topographic SurveyData CollectionCollect Data from Client (CAD, GIS, Photos, Reports, t)Utility Coordination ProcessConduct Utility Gopher State One Call & Collect Private Utility MapsPage 1 of 4
PM PE PESurvey Crew Chief Admin TechReimbursable Expenses (1) TotalClient: City of EdinaProject Name: W 50th Street Preliminary DesignRevision Date: SEH Project #171765Date: March 22, 2023Billing Title Assumptions/NotesSEH will process survey data already completed for DDI to supplement additional survey to be obtained with this project222.34411442212 12 48 2 N/A 74$2,238.27 $2,030.19 $6,149.22 $247.51 $2,485.58 $13,150.783.1Includes combining new survey data with DDI and Eden/Grange surveys663322145242440401323344Includes review of recommended mid-block crossing location and potential treatments. West side sidewalk will consider presence of on/off ramp connections212418145Plans will consist of typical section, plan/profiles, and cross sheets42024Assumes added impervious will be less than 10,000 SF so as to not trigger stormwater BMP requirements/Watershed District permittingIdentify potential public/private utility conflictsTurning Movement DiagramsDrainage/Storm Sewer DesignEvaluate addition of sidewalk/trail along west or east side of Grange Rd between roundabout and W 50th StProposed Geometrics Reduce survey data into basemap (Create CAD BA file)Incorporate available info into basemap (Utility Maps, Data Collection information, etc.)Develop project existing surface modelDetermine typical sectionsEstablish proposed alignments (horizontal) and road stationingDevelop 30% plan submittalReview street closure/detour impactsExisting Conditions Photos, Video, etc.Preliminary Street and Utility DesignField InvestigationReview existing street conditionObserve drainage patternsProcess DDI topoTask #3 - Preliminary Civil DesignTask Hours SummaryTask Fee SummaryDevelop profiles and corridor modelPage 2 of 4
PM PE PESurvey Crew Chief Admin TechReimbursable Expenses (1) TotalClient: City of EdinaProject Name: W 50th Street Preliminary DesignRevision Date: SEH Project #171765Date: March 22, 2023Billing Title Assumptions/NotesProposed layouts will consist of two-dimensional design only. CB locations and quantities will be estimated using engineering judgement to meet Municipal State Aid standards44Review options of proposed construction phasing and/or road closures/detours. Will consider timing of construction with DDI construction (2024 or 2026)4812Proposed layout will consist of two-dimensional design only112Proposed layout will consist of two-dimensional design only246Will further vet alternatives developed with Eden/Grange project268228844Estimate will be completed in 2023 dollars42423044846108412MnDOT/Hennepin County Sanitary Sewer DesignTraffic Signal DesignTraffic Control/Construction StagingLay out water main replacement on W 50th StLay out sanitary sewerQuantity Calculations and Cost Estimating30% Cost EstimateWater Main DesignReview existing traffic signalTKDA Preliminary Design CoordinationDevelop 1-page memorandumLay out water main HDD under TH 100Draft existing and proposed storm sewer systemsLay out proposed traffic signalDiscuss proposed layout MnDOTPage 3 of 4
PM PE PESurvey Crew Chief Admin TechReimbursable Expenses (1) TotalClient: City of EdinaProject Name: W 50th Street Preliminary DesignRevision Date: SEH Project #171765Date: March 22, 2023Billing Title Assumptions/Notes3.2Design to avoid permanent easements123Design to avoid temporary easements12340 212 20 4 N/A 276$7,460.91 $35,866.72 $4,892.04 $495.03 $1,617.80 $50,332.4922 4 1 3 N/A 30$4,103.50 $676.73 $244.60 $371.27 $180.62 $5,576.7212 12 48 2 N/A 74$2,238.27 $2,030.19 $6,149.22 $247.51 $2,485.58 $13,150.7840 212 20 4 N/A 276$7,460.91 $35,866.72 $4,892.04 $495.03 $1,617.80 $50,332.4974 228 21 48 9 N/A 380$13,802.68 $38,573.64 $5,136.64 $6,149.22 $1,113.81 $4,284.00 $69,060.00Notes:(1)Task #1 - Project ManagementTask Hours SummaryTask Fee SummaryProject SummaryTask Hours SummaryTask Fee SummaryTask #2 - Data Collection and Topographic SurveyTask Hours SummaryTask Fee SummaryTask #3 - Preliminary Civil DesignProject Hours SummaryProject Fee SummaryIncludes employee mileage, reproductions, vehicle, survey equipment, and computer/technology costsTask Hours SummaryTask Fee SummaryRight of Way/Easements Identify permanent right of way/easement needsIdentify temporary right of way/easement needsPage 4 of 4
Date: April 13, 2023 Agenda Item #: VI I.A.
To:C hair & C ommis s ioners of the Edina HR A Item Type:
R eport / R ecommendation
F rom:Bill Neuendorf, Economic Development Manager
Item Activity:
Subject:R eview Tax Increment F inancing R edevelopment
Agreement with 7250 F rance G roup, LLC
Disc ussion
Edina Housing and Redevelopment
Authority
Established 1974
C ITY O F E D IN A
HO US I NG & R EDEVELO P MENT
AUT HO R I T Y
4801 West 50th Street
Edina, MN 55424
www.edinamn.gov
A C TI O N R EQ U ES TED:
No action required, for discussion only.
I N TR O D U C TI O N:
T his item pertains to the potential use of Tax I ncrement Financing to provide financial support so that the
developer can construct the private and public improvements at 7200 and 7250 F rance Avenue.
A Redevelopment Agreement has been prepared based on the Term S heet that was reviewed and approved by the
H R A on February 16, 2023.
T his R edevelopment Agreement will be presented to the City Council (and H R A) for full consideration on April
18th, after the creation of the proposed 72nd and France 2 T I F District.
T he Agreement is presented today for discussion only. Staff will summarize the Agreement and be available for
questions. N o action is required at this time.
AT TAC HME N T S:
Description
7200-7250 France TIF Redevelopment Agreement - staff presentation 4-13-2023 final
Term Sheet 2-9-2023
DRAFT Redevelopment Agreement
The CITY ofEDINA
7200-7250 France Avenue
Proposed TIF Redevelopment Agreement with
7250 France Group, LLC and France Property Partners, LLC
Updated Report to:
Edina Housing & Redevelopment Authority
April 13, 2023
For Discussion Purposes
www.EdinaMN.gov
The CITY ofEDINA
gap
2
Request for TIF Financial Participation
-Summary
Developer proposes $162 million investment to
deliver public and private improvements along
France Ave. TIF requested to cover $7.55 million
gap.
This request has been analyzed and evaluated:
•Site qualifies as Redevelopment TIF District
•Project includes nearly $10M in costs that create public
benefit not otherwise funded
•HRA authorized preparation of agreement based on
February 2023 term sheet
TIF
The CITY ofEDINA
Photo Source: Minnesota Historic Society
The large white areas in
this 1951 aerial photo
show how much of the
Greater Southdale Area
was mined for gravel and
sand.
1)Glacier Sand and Gravel
2)Oscar Roberts Company
3)Hedberg and Sons
Source: Edina Historical Society as
published in Winter 2016 About Town
magazine
1
2
3
Background Gravel Pits of Edina
Xerxes AvSouthdale
Mall
70th St
66th St
76th St
Galleria
Tar
getFrance AvPentagon Park
3
The CITY ofEDINA
Photo Source: Minnesota Historic Society
The Oscar Roberts Company
7200 France Ave
Built 1967-69 Demolished 2022
Background Gravel Pits of Edina
The Prestige Office Building
7250 France Ave
Built 1972-74 Demolished 2022
4
The CITY ofEDINA
5Photo Source: Minnesota Historic Society
7250 France Ave.
Source: Stantec Consulting;
Existing conditions report
dated Feb. 6, 2019
Background -Substandard Conditions
The CITY ofEDINA
6Photo Source: Minnesota Historic Society
Background -Substandard Conditions
Vacant
Not safe for occupancy
Temporary shoring
Security fencing
Heavy vandalism
Frequent trespassing
The CITY ofEDINA
7Photo Source: Minnesota Historic Society
Background -Substandard Conditions
The CITY ofEDINA
8Photo Source: Minnesota Historic Society
Background -Stormwater Conditions
Stormwater collects
on western portion of
the property
including drainage
from neighboring
properties
The CITY ofEDINA
9Photo Source: Minnesota Historic Society
Background -Previous Attempts to Redevelop
2016 Dead
2014
2018
2016
2020 –21
Concepts only
2019
2017-18
The CITY ofEDINABackground –Steps in TIF process
10
•Boundaries
•Project Scope
•Budget
•Term
•Qualifications
•But-for
Step 1)
Create “District”
•Private developments
•Public improvements
Step 2)
Consider Funding
for Specific Projects
•4-year knock down
•5-year construction
•Annual reporting
•Debt payments
•De-certification
Step 3)
Monitoring &
Compliance
Action discussed today and considered
separately / in future
Plan Commission -completed
HRA Board -completed
School / County -completed
Public Hearing -completed
City Council –anticipated 4/18
HRA Board (anticipated April 18)
City Council (anticipated April 18)
The CITY ofEDINADevelopment Team
11
Ted Carlson, Founder, CIO Drew Stafford, Director
Property Ownership includes:
•Orion Investments
•Berg Group
•Blake Bonjean
•Adolfson and Peterson
The CITY ofEDINA
12
PUD Zoning and Phase 1
(7250) Site Approval
February 7, 2023
Phase 2 (7200 site)
entitlements anticipated
2023-2024
Approved Site Plan
North
7200 7250
Revitalize blighted site with
modern facility creating
hundreds of new jobs, new
services and new amenities
The CITY ofEDINA
13
Phase 1
All site work and 7250 office
-Demolition: 2022
-Site prep: 2023 –2024
-Construction 2023-2025
-Occupancy: 2025
Phase 2
-Entitlements by 2024
-Remove temp. parking by 2025
-Construction anticipated 2024-2027
-Occupancy anticipated 2027
Phase 2
7200 Pad
Phased Development
7250
The CITY ofEDINAPhases 1 & 2 Conditions
14
•Demolition and site
prep
•New site work
•Streetscape and
landscape
•Public realm areas
•Stormwater basin
•7250 office building
•7200 Hotel or Multi-
Family or similar
Ph 2 massing
concept
The CITY ofEDINA
15
51% of 4.9 acre site is
subject to permanent
easements
-Public sidewalks
-Public plaza
-Public roadway,
sidewalks and trail
-Stormwater
Public Realm Areas
7200 (Ph 2) 7250 (Ph 1)
The CITY ofEDINAPublic Realm Areas
16
France Ave frontage looking south
Public plaza looking east
Gallagher frontage looking northNorth-south public drive and sidewalk looking north
The CITY ofEDINA
17
•Redevelop with modern facilities
that create jobs and add vitality to
Greater Southdale
•Create north-south road and
bike/pedestrian trail between
Gallagher and 72nd St as alternate
to France Avenue
•-secured with permanent
public easement
•-privately constructed
•-privately maintained
Public Realm Benefits
-new north/south roadway and trail
The CITY ofEDINA
•Streetscape, lighting, sidewalks, landscaping
along France, Gallagher & 72nd
•Permanent public easements (16,000 sq ft)
•Privately constructed and privately
maintained
•City will continue to remove snow on France
Ave sidewalk
•Allow future Metro Transit bus stops
18
Public Realm Benefits
-new public sidewalks & streetscape
The CITY ofEDINA
•15,000 sq ft Danila Plaza
•Two public art sculptures at eastern and
western ends
•Secured by public easement
•Privately owned and maintained
•Art selected with community input
•$100,000+ budget
•Additional art elements incorporated into
building as shown in plans
•Agreeable to host future rotating public art
displays (funded by others)
19
Public Realm Benefits
-new public plaza and public art
The CITY ofEDINA
•Two new public gathering spaces
•Adjacent to natural area /
stormwater basin
•Secured by public easement
•Privately owned and maintained
•Seating and streetscape elements
20
Public Realm Benefits
-new public gathering areas
The CITY ofEDINA
21
Public Realm Benefits
-potential France Ave pedestrian crossing
•Two simultaneous
redevelopment sites are possible
•Unique opportunity to achieve
below or above grade pedestrian
/ bicycle crossing
•Shallow underpass seems to be
most realistic
•$4 to $6M approx cost
•Open to public plazas on both
sides of France Ave
•Additional agreements
anticipated with adjacent owners
if this concept moves forward
•Construction funded with TIF
and other sources TBD
•Maintenance TBD
The CITY ofEDINA
A preferred location in the
2007 Pedestrian Study
22
Public Realm Benefits
-potential France Ave pedestrian crossing
The CITY ofEDINA
23
Public Realm Benefits
-potential France Ave pedestrian crossing
Example of pedestrian underpass and plaza in Chaska, MN
The CITY ofEDINA
24
•Create dedicated stormwater
management area for shared use of
commercial and surrounding
residential parcels
•-approx. 44,000 sq ft
•-secured with permanent easements
•-privately constructed
•-privately maintained
•Landscaped with native plantings to
create natural area with low
environmental impact
Proposed TIF Plan
-Public benefits: new shared stormwater management
The CITY ofEDINA
25
•Compliance with Edina’s new Sustainability Policy
•-upgrade to LEED Silver or equivalent
•-Electric Vehicle chargers
•-Solar ready rooftops
•Stormwater management for multiple
properties
Proposed TIF Plan
-Public benefits: enhanced sustainability features
The CITY ofEDINA
26
•Goals to be identified for each Phase
•-Portion of work awarded to qualified MBE
and WBE companies
•-25% of total job hours filled by BIPOC
•-12% of total job hours filled by women
•Good faith efforts required for each Phase
•-Developer and contractors must make
active efforts to achieve goals, monitor
progress and report results
•- $175,000 penalty only if no effort made
Image Source: Commercial Construction and Renovation
Proposed TIF Plan
-Public benefits: efforts toward equity and diversity goals
The CITY ofEDINA
27
Project Evaluation –Sources and Uses
Source of Funds Amount
Ph 1 Ph 2 Total
First mortgage $ 59.9 M $ 48.1 M $ 108.0
Other $ 0 $ 0 $ 0
Equity $ 25.7 M $ 28.9 M $ 54.5
Total $ 85.6 M $77.0 M $162.5 M*
* Up to $7.55 M of initial investment to be reimbursed via future incremental
tax collections from the completed project
The CITY ofEDINA
28
Project Evaluation –Tax Base Growth
Current
conditions
(2023)
Estimate after
redevelopment
(2026)
Estimated
Growth
Estimated
Market
Value
$10.95 M $68.5 M 6x
Annual
Property
Taxes Paid
$354,542 $2,134,406 6x
•This degree of growth would
not happen if the site was
rebuilt as lower scale
commercial structures
•Redevelopment projects of
this scale and caliber deliver
a tremendous boost to the
property tax base
•Without TIF, the proposed
project does not appear to
be viable
The CITY ofEDINA
29
Project Evaluation –Sources and Uses
Uses of Funds Amount
Ph 1 office Ph 2 hotel Total
Acquisition & demolition $ 6.3 M 7 %$ 6.1 M $ 12.4 M
Hard Costs / Construction $ 58.6 M 68 %$ 59.3 M $117.9 M
Hard Cost Contingency $ 2.0 M 2 %$ 2.7 M $ 4.6 M
Site work $ 4.7 M 5 %$ 0.3 M $ 4.9 M
Permits & Fees $ 0.4 M 1 %$ 0 M $ 0.4 M
Professional Services $ 3.7 M 4 %$ 2.6 M $ 6.2 M
Soft Cost Contingency $ 0.5 M < 1 %$ 0.3 M $ 0.8 M
Financing Costs $ 5.2 M 6 %$ 2.8 M $ 8.0 M
Developer Fee $ 4.3 M 5 %$ 2.7 M $ 7.0 M
Cash Reserves $ 0.1 M < 1 %$ 0.3 M $ 0.4 M
Total $ 85.6 M $ 77.0 M $162.5 M
The CITY ofEDINA
30
Project Evaluation
-Extraordinary TIF Reimbursable Expenses (Section 3.2)
Phase 1 Costs Eligible for Potential Reimbursement Approx. Cost
1)Demolition, remediation $ 1,472,554
2)Site improvements including site prep, utilities, dewatering $ 1,172,805
3)Soil correction (import/export, geo piers and shoring)$ 910,000
4)North / South road ($563,020)
$1,339,6305)North / South bicycle & pedestrian trail ($234,431)
6)50% of land cost devoted to north/south easements ($542,179)
7)Public plaza ($1,044,052)
$1,532,5948)25% of land cost devoted to public plaza ($388,542)
9)Public art ($100,000)
10)Public sidewalks and streetscapes $ 310,706
11)Stormwater basin $ 503,674
12)Construction costs for LEED upgrades $ 1,309,701
13)Professional costs to prepare TIF agreements $ 300,000
14)Professional design and engineering of public elements $ 604,838
Total = $9,456,502
All eligible costs
incurred in Phase 1
No Phase 2 costs
are eligible for TIF
reimbursement
Total is significantly
less than allowed by
MN Statute
The CITY ofEDINA
31
The growth in “Tax
Capacity” within the
District exceeds the
average growth in the
City by 10x.
This property will lag
City-wide growth until
redeveloped.
This proposal adds long-
term tax base growth and
will likely spark other
investment in the Greater
Southdale District.
Fiscal Evaluation of Proposal
The CITY ofEDINA
32
Project Evaluation
–Operating Pro Forma
Phase I (site work & office)Annual Revenue
Upon Stabilization
Office rent (tier 1)
Office rent (tier 2)
Office rent (tier 3)
Parking income
Vacancy Loss (5%)
CAM on Vacancy (5%)
Effective Gross Income =
$3;254,292
$1,195,636
$ 847,590
$ 397,800
-$ 264,876
-$ 85,146
$5,345,296
Net Operating Income (NOI)
+ TIF Note Payment
NOI (with TIF Assistance) =
$5,345,296
+ $667,000
$6,012,296
Total Development Cost = $85,555,915
Project Returns Without TIF With TIF
Cash on Cost
(NOI/TDC)
6.25%
below market
7.03%
acceptable
Cash on Cash
(cash flow/equity)
1.92%
below market
4.52%
acceptable
Staff and HRA advisors evaluate developer’s financial assumptions to confirm the financial gap with
the intent to maximize the amount of private investment based on the current market conditions.
The CITY ofEDINAFiscal Evaluation of Proposal
33
2051 TIF District Expires
-$2.8 MM Cumulative
Difference
2054 Break Even Point
+$860,000 Annual Taxes
ThereafterIn the long term, the
local property taxes
collected from the site
(net of TIF) quickly
outpaces the property
taxes expected from a
smaller scale
development without TIF.
The CITY ofEDINA
34
Recommended Terms
-Private Investment with limited public reimbursement
1.Developer bears all financial risk and construction risk
2.Developer secures debt and equity
1.-Phase I = $85.6 million (estimated)
2.-Phase II = $77.0 million (estimated)
3.Deadlines to begin and to complete (Section 4.1)
1.-Phase I begins summer 2023
2.-Phase II begins by 2025
The CITY ofEDINA
35
Recommended Terms
-TIF Notes (Section 3.4)
1.HRA to pledge up to $7.55 million (5% of TDC) to reimburse for private
costs that deliver public benefit
-Notes sized to allow project to proceed while avoiding excess profit
2. Interest-bearing TIF Notes to eliminate risk to City
-First Note: up to $5.935k (7% of Ph 1 cost)
-Second Note: up to $1.615k
-Interest = lesser of 6.5% or developer’s actual rate
3.Final face value and interest rate
confirmed prior to issuance
4.City and HRA bear no financial risk
Least Risk to
City
Most Risk to
City
The CITY ofEDINA
36
Recommended Terms
-Payments on TIF Notes (Section 3.4)
1.TIF Notes payable after basic conditions satisfied
1.-project completed
2.-public benefits delivered
3.-developer in good standing
4.-developer pays the property taxes
2.Payable from 90% of incremental taxes received
-10% of increment remains with HRA for administrative expenses
OR for pooling to affordable housing projects
--base taxes continue to support City, School, County
Pay Go TIF Note
The CITY ofEDINARecommended Terms
-Certificate of Completion (Section 4.12)
•Confirmation that all goals of each phase
have been delivered
•-taxable building substantially completed
•-outdoor public realm delivered
•Confirmation of final project costs
•Confirmation of applicable interest rate
•Confirmation that returns do not exceed
market
37
Pay Go TIF Note
The CITY ofEDINARecommended Terms
-Confirm value and rate of TIF Notes (Section 3.4a and 3.5c)
Agreement includes several checks to ensure that TIF is not over used
•Prior to issuance, the financial gap is reviewed based on actual costs
incurred
•TIF Notes may be reduced if market return on cost exceeds 8.5%
•Interest rate may be reduced based on actual private debt cost
•-not to exceed 6.50% (Section 3.4b)
38
The CITY ofEDINARecommended Terms
-Lookback and Clawback (Section 3.5(d), Exhibit I)
39
•Internal Rate of Returns (IRR) to developer also monitored upon the
sale of the project and mid-way through the 25-year term to ensure
TIF payments are still warranted
-Note terminates and clawback applied if excess returns realized:
22% IRR in years 1 - 3
19% IRR in years 4 - 7
16% IRR in year 8 plus
-If any “excess profit” was created with TIF payments, those
funds must be returned
The CITY ofEDINASummary
1)TIF Agreement has been prepared based on
Edina TIF Policy and February 2023 Term
Sheet
2)Blighted properties have been eliminated
3)Zoning and overall Site Plan has been
reviewed by Planning Commission and
approved by City Council
4)HRA advisors confirmed approx. $10 M in
TIF-eligible exceptional costs and public
improvements in Phase 1
5)HRA legal counsel prepared permanent
easements to secure public improvements
40
6)Developer will incur all financial risk to
construct and will maintain all new public
improvements per City policy
7)HRA advisors confirm that w/o TIF, the project
delivers below-market returns and will not be
financeable
8)TIF Notes proposed after completion of each
phase to reimburse developer for up to $7.55
M in direct costs plus market interest
9)Safeguards in place to prevent excessive profits
in short term and long term
10)Staff recommends approval of the Agreement
The CITY ofEDINA
41
Questions / Discussion
7200-7250 France Redevelopment City/HRA draft 2.9.23
Proposed TIF Term Sheet
Page 1
4887-6096-1616\1
7200/7250 France Redevelopment
Proposed Term Sheet – Tax Increment Financing
CITY/HRA DRAFT 2.9.23
1) Purpose and Scope
a. This Term Sheet identifies basic business points that establish the framework of the
potential use of tax increment financing (“TIF”) to support the private redevelopment of
underutilized property (as shown on the attached site plan, the “Project”) within the City
of Edina (the “City”) and to provide certain public benefits. This document is intended to
serve as the general framework for a definitive redevelopment agreement
(“Redevelopment Agreement”) to be executed by Developer, the City and the Edina
Housing and Redevelopment Authority (the “HRA”).
b. This document is intended for discussion purposes with the Board of the HRA. Based on
the response and direction provided by the HRA Board, the City staff is prepared to
engage third-party legal and finance professionals to assist with preparation and creation
of the TIF districts, the drafting and negotiation of the Redevelopment Agreement(s), and
related assistance for the Project.
c. City and HRA Out of Pocket Costs Developer has completed the City’s TIF Policy Form
and agreed to pay for the City’s staff and out-of-pocket costs in evaluating this request
for Tax Increment Financing. The City has engaged Dorsey & Whitney and Ehlers
Associates (collectively, “Third Party Consultants”) to provide assistance in preparing the
necessary studies and evaluations. Developer has submitted $35,000 in advance to be held
in escrow by the City. Developer shall provide additional funds as necessary. These funds
will be used to pay the Third Party Consultants. Any excess / un-used funds will be
returned to Developer. City agrees to provide copies of expenses paid from the
escrowed funds upon request by Developer.
2) Developer
a. The Developer for the project is 7250 France Group, LLC (“Developer”), an affiliate of
Orion Investments.. The 7250 France site is owned by Developer. The 7200 France site
is owned by another affiliated party, France Property Partners LLC. Developer is
responsible for development of both sites and will assume all development responsibilities
under the Redevelopment Agreement.
3) Project Description
a. Location – The Project site is located at the northeast corner of the France Avenue and
Gallagher Drive intersection with the historic associated addresses of 7200 France
Avenue and 7250 France Avenue. The total Project site is approximately 5 acres in area
and will be constructed on the two (2) legally subdivided existing parcels as shown on
the attached Project Site Plan and legally described on the attached.
7200/7250 France Redevelopment City/HRA draft 2.9.23
Proposed TIF Term Sheet
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4887-6096-1616\1
b. Existing Conditions – The previous two multi-tenant office buildings, parking ramp on the
Project site have been demolished. For purposes of tax increment financing, the prior
structures were previously examined and a determination made that those structures
would qualify the Project area as a Redevelopment District in accordance with the TIF
Act. Prior to demolition, the HRA adopted Resolution No. 2022-08, consistent with the
TIF Act, determining that the prior findings could serve as the future basis for determining
whether a Redevelopment District can be qualified.
c. Project – The overall Project is described in the planning documents submitted to the
City and approved through Ordinance 2022-13 and Resolution No. 2023-11, dated
February 7, 2023 (“Approved Plans”). The Project is generally depicted on the attached
site plan. The Project will be developed and constructed in two phases, with Phase 1
being a 5-story above grade mixed-use professional office/retail building with 2 stories of
below grade parking together with all site work and improvements. Additional
entitlements (including Site Plan Approval and related agreements) are required for the
second phase located at 7200 France Ave. Phase II will be a building for either a high-end
luxury hotel with approximately 150 rooms with retail space for possible restaurant,
fitness and rooftop patio or a multi-family residential building with approximately 150
residential units and ground floor retail, with residential units leased at market and
affordable rates in accordance with City policy and subject to the Approved Plans.
d. Phased Minimum Improvements – The following portions of the Project (referred to
herein collectively as the “Minimum Improvements”) may be eligible for TIF assistance in
accordance with this Term Sheet and the Redevelopment Agreement(s). Any TIF
assistance is conditioned on Developer’s completion of the portion of the following
Minimum Improvements by Phase as specified elsewhere in this Term Sheet. Phase I and
Phase II are depicted on the Project map attached hereto:
i. “Phase I Minimum Improvements:”
1. Five-story building with approximately 138,000 rentable square footage
professional office building with two levels of underground parking
located on the 7250 France parcel (“Phase I Building”)
2. Site Improvements with public benefit related to the Project and required
in the Approved Plans and the Redevelopment Agreement, including the
following consistent with the Approved Plans (“Public Benefit
Improvements”):
a. Storm water management improvements
b. Bike/pedestrian path & walkway extending from Gallaher Drive
to 72nd Street
c. North-South pubic access road extending from Gallaher Drive to
72nd Street
d. Public plaza area with public art
7200/7250 France Redevelopment City/HRA draft 2.9.23
Proposed TIF Term Sheet
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4887-6096-1616\1
e. Perimeter and internal public sidewalks & associated landscaping
and streetscaping
3. Phase II building pad site preparation (excluding the temporary surface
which is allowed under the Approved Plans)
ii. “Phase II Minimum Improvements:”
1. Consistent with the Approved Plans, construction of either:
a. A luxury/high end hotel with approximately 150 rooms with retail
space for possible restaurant, fitness and rooftop patio.; or
b. A multi-family residential building at least three stories above
grade but no larger than the Phase I building with approximately
150 residential units and ground floor retail, with residential units
leased at both market and affordable rates in accordance with
City policy and subject to Approved Plans.
e. Public Benefits – This Project addresses several of the goals identified in the City’s
Southdale Experience Guidelines, Climate Action Plan/Sustainability Policy and Tax
Increment Financing Policy including:
i. Remove obsolete buildings and parking structure from a prominent corner.
ii. Create new professional office jobs bringing people into the Greater Southdale
commercial area during the day-time hours on a daily basis that are likely to
patronize nearby businesses.
iii. Construct a mixed-use development with smaller blocks and mass consistent with
the Southdale Experience Guidelines.
iv. Improve the sidewalk and streetscape along France Avenue, Gallagher Drive and
72nd Street to create attractive and welcoming public realm spaces framed by
“street rooms”.
v. Construct underground parking to eliminate most surface parking stalls, with
none visible from France Avenue after completion of the Phase II Minimum
Improvements.
vi. Improve pedestrian and bicycle access throughout the site.
vii. Improve vehicle access through the Project area by construction of a public access
north-south road on the west side of the Project connecting Gallagher Drive and
72nd Street that is parallel to France Avenue.
viii. Provide storm water facilities to accommodate both on-site and off-site storm
water collection providing significant benefit to multiple properties outside of the
Project.6
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Proposed TIF Term Sheet
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4887-6096-1616\1
ix. Provide an outdoor public plaza for use by the community, as more particularly
described below.
x. Provide public art, as more particularly described below.
xi. Provide for a possible future transit easement along France Avenue.
xii. Comply with City sustainability policies, including (but not limited to) EV chargers
and LEED certification.
4) Minimum Improvements Timeline
a. This timeline identifies the general time frame envisioned for the Minimum Improvements.
Deadlines will be included in the Redevelopment Agreement(s), subject to extension for
force majeure events including, without limitation, reasonable delays due to unavailability
of or delays in procuring materials or labor. Failure to meet the ‘no later than’ deadlines
will be considered a default under the Redevelopment Agreement, subject to notice and
cure rights of the Developer set forth in the Redevelopment Agreement(s). Completion
will be evidenced by the HRA issuing a “Certificate of Completion” to Developer for the
applicable Phase.*
Phase I – 7250 Building & Site Improvements
Description of Work Commencement Date Completion Date
Anticipated No Later Than Anticipated No Later Than
Site Remediation 06/01/2023 12/1/2023 08/01/2023 02/01/2024
Specified Site Preparation 06/01/2023 12/1/2023 08/01/2023 02/01/2024
Foundation 08/01/2023 02/01/2024 10/01/2023 04/01/2024
Building Shell Construction 02/01/2024 08/01/2024 02/01/2025 12/31/2025
Public Benefit Improvements
Construction 06/01/2023 12/01/2023 02/01/2025 12/31/2026
Certificate of Occupancy* NA NA 02/01/2025 12/31/2025
Phase II – 7200 Building
Description of Work Commencement Date Completion Date
Anticipated No Later Than Anticipated No Later Than
Phase II City Approvals 10/11/2023 04/11/2024 12/31/2023 12/31/2024
Building Pad (& removal of any
temporary parking) 6/1/2024 12/31/2025
Building Shell Construction * 8-1-2024 03/1/2026
Certificate of Occupancy* NA NA 10/04/2024 05/1/2027
7200/7250 France Redevelopment City/HRA draft 2.9.23
Proposed TIF Term Sheet
Page 5
4887-6096-1616\1
*While the final certificate of occupancy for each Phase is preferred, temporary certificates of occupancy
will be acceptable provided that they meet the criteria for TIF Note issuance specified below.
5) Minimum Improvements Budget
a. The Phase 1 Minimum Improvements are currently estimated to cost approximately $86.6
million, including land assembly, soft costs and hard costs.
b. The Phase 2 Minimum Improvements are currently estimated to cost approximately $65
million.
c. All hard and soft costs, including professional fees, will be comparable with industry
standards for similar projects.
d. The Developer Fee will not exceed 5% for each phase.
e. Preliminary estimates of sources and uses for the Minimum Improvements are attached.
f. Developer must provide access to the HRA to a complete (line item) Phase 1 Minimum
Improvements budget prior to the preparation of the Redevelopment Agreement.
Developer must provide access to the HRA to a complete (line item) Phase 2 Minimum
Improvements budget reflecting actual costs prior to the commencement of Phase 2.
Developer must provide an updated budget upon the completion of each Phase and at
other times upon request by the HRA. To the extent allowed under the Minnesota
Government Data Practices Act, “trade secret” information will not be publicly available.
g. Developer shall provide to the HRA a complete accounting of the use of all contingency
funds. Anticipated uses to be identified simultaneously with delivery of the “Go Ahead
Letter” (as described below). An updated accounting of actual contingency uses will be
provided to the HRA prior to issuance of a Certificate of Completion for each Phase.
6) Minimum Improvements Financing
a. A firm commitment from equity partner(s) are pending. Information will be provided to
the HRA when available (and in any event prior to execution of the Redevelopment
Agreement) and a financing Go Ahead Letter for Phase 1 Minimum Improvements will be
provided as will be required under the Redevelopment Agreement.
b. Firm commitments for construction loans are pending for Phase 1 Minimum
Improvements. Information will be provided to the HRA when available, and in any event
prior to the issuance of the Go Ahead Letter for Phase 1 Minimum Improvements.
c. Prior to delivery of information regarding firm financing commitment or delivery of a Go
Ahead Letter, Developer will provide additional financing updates as requested by the
HRA, whether by oral or written request, within two business days of the request.
d. Developer shall arrange financing separately for Phase I and Phase II. The Developer shall
use its best judgement to establish project financing using a combination of debt and equity
partners that delivers the entire Project when appropriate market conditions exist.
e. Developer to make good faith efforts to identify grant financing opportunities.
7200/7250 France Redevelopment City/HRA draft 2.9.23
Proposed TIF Term Sheet
Page 6
4887-6096-1616\1
f. TIF assistance for the Phase 1 Minimum Improvements only is being considered as
described in this Term Sheet.
g. TIF assistance is not intended to be used for or to encourage the Developer to make
speculative investments with undue risk.
7) TIF Assistance
a. Generally
i. TIF assistance is conditioned upon the Minimum Improvements as a whole
demonstrating satisfaction of the “but for” TIF test. Developer will provide all
required information necessary to demonstrate that the Minimum Improvements
satisfies the “but for” test in Minnesota Statutes.
ii. Any TIF assistance issued will be in accordance with the City’s Tax Increment
Financing Policy, as reflected in the definitive Redevelopment Agreement.
iii. Creation of any TIF district and any TIF assistance provided shall comply with all
applicable Minnesota Statutes.
b. TIF District
i. For the Minimum Improvements, the City and HRA will consider the creation of
a new Redevelopment TIF district (the “TIF District”) covering the entire Project
area.
ii. The TIF District may be expanded or modified at the discretion of the City and
HRA to achieve additional community goals provided that any TIF Note awarded
to the Minimum Improvements can be satisfied per the terms of the applicable
Redevelopment Agreement.
c. Reimbursable Costs
i. Based on the initial pro forma for the Phase 1 Minimum Improvements, the
following approximate costs associated with the Phase 1 Minimum Improvements
are intended to be reimbursable from TIF.
Total Project Costs Eligible for Potential Reimbursement for
Phase I Minimum Improvements
Approx.
Cost
1 Reimbursement for demolition of two obsolete structures, including
remediation of environmental contamination $1,250,000
2
Site improvements required under Approved Plans including site
preparation, extraordinary soil conditions, utilities, and dewatering,
excluding costs of Items #3, 4, 5, 6, 7 and 8 (construction costs)
$2,691,842
3 Internal north/south road connecting Gallagher to 72nd Street
(construction costs) subject to permanent public access easement $751,560
4
Bike/pedestrian path & walkway along north/south internal road and
along edge of stormwater area (construction costs) subject to
permanent public access easement
$116,304
7200/7250 France Redevelopment City/HRA draft 2.9.23
Proposed TIF Term Sheet
Page 7
4887-6096-1616\1
Total Project Costs Eligible for Potential Reimbursement for
Phase I Minimum Improvements
Approx.
Cost
5 Public Plaza between the Phase 1 and Phase 2 buildings aka Danila
Plaza (construction costs) $1,230,536
6 Public art – minimum of two large-scale sculptures located at the
eastern and western ends of the Public Plaza $100,000
7
France Avenue streetscape and landscape (excluding cost of basic
sidewalk along edge of property) subject to permanent public access
easement
$289,463
8 Storm water holding area in northwest portion of site (construction
costs) subject to private and/or public easements $343,978
9
Portion of land cost (50%) for internal north/south road connecting
Gallagher to 72nd Street (Item #3) and bike/pedestrian path and
walkway (Item #4) along north/south internal road and along edge of
stormwater area subject to permanent public access easement
$542,179
10
Portion of land cost (25%) for public plaza (Danila Plaza) between
Phase 1 and Phase 2 buildings (Item #5) and streetscape area along
France Avenue (Item #7) subject to permanent public access
easement (excluding the area covered by the basic sidewalk along the
edge of the property
$388,542
11 Construction costs for upgrade from LEED certified to LEED Silver $2,740,000
12 Professional costs to prepare TIF Plan and TIF agreements
$300,000
13 Professional design and engineering costs of Items #2, 3, 4, 5, 7 & 8
(estimated at 10% of hard costs) $1,074,440
Total = $11,818,844
Total Project Costs Eligible for Potential Reimbursement for
Phase II Minimum Improvements
Approx.
Cost
1 None None
d. TIF Notes
i. Two separate TIF notes will be issued (subject to statutory procedural
requirements) to the Developer – one upon the completion of Phase 1 Minimum
Improvements, and a second upon the completion of the Phase 2 Minimum Improvements,
all as further set forth herein. The aggregate principal amount for the Phase 1 TIF Note
and the Phase 2 TIF Note shall be up to all of the eligible costs incurred for the Phase 1
Improvements, which amount shall not exceed the principal amount of $7,550,000. The
principal amount for the Phase 1 TIF Note shall be limited by the increment provided by
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the Phase 1 Minimum Improvements. The principal amount for the Phase 2 TIF Note
shall be the lesser of the remaining amount of the reimbursable costs incurred for the
Phase 1 Improvements or the increment provided by the Phase 2 Improvements. The
Phase I TIF Note will be approximately 80 percent of the total principal amount and the
Phase II TIF Note will be for the remaining principal amount. The final principal amount
of each TIF Note will be based on the estimated valuations of the Minimum Improvements
and will be adjusted, confirmed and specified in the Redevelopment Agreement. The Phase
II TIF Note will only be issued if the temporary surface parking allowed under the
Approved Plans is removed and the Phase II building pad site preparation completed no
later than December 31, 2025. If such criteria is not satisfied, the HRA is under no
obligation to issue the Phase II TIF Note.
The TIF Notes will be limited obligations of the HRA issued solely to aid in financing
certain capital costs incurred to redevelop property within the TIF District and in
conformity with the laws of the State of Minnesota, including the TIF Act. The TIF Notes
shall not be assignable or transferable without the signed consent of the HRA, which will
not be reasonably withheld as long as the Developer certifies that no market for the TIF
Notes is intended to be developed and it is not being assigned or transferred with a view
for resale or granting participation in the TIF Notes. Further the assignee or transferee
must certify acknowledgement of the limits and terms imposed on the TIF Note payments
by the Redevelopment Agreement. Notwithstanding the foregoing, the Developer may
assign and pledge a TIF Note to secure a mortgage permissible for the Project, and may
transfer to any entity under common control with the Developer or any entity which the
majority equity interest is owned by the parties that have a majority equity interest in the
Developer.
ii. The Phase 1 TIF Note will be issued only when the HRA is satisfied that the
following have occurred:
1. City issuance of a temporary certificate of occupancy for the Phase I
Building shell;
2. City issuance of final certificates of occupancy for at least 25 percent of
the Phase I building;
3. Developer has completed all required infrastructure under the City’s site
improvement agreement with the Developer (and as approved by City
Engineer);
4. Developer has provided the HRA with access sufficient for HRA staff to
confirm the actual Project costs and returns and confirm satisfaction of
the “but for” test.
5. Developer has executed and delivered all public easements and the
acceptance of all public improvements (by City or County engineers, as
appropriate) required by the City Approvals and the Redevelopment
Agreement(s).
6. Developer has delivered to the HRA a final report and certificate detailing
and certifying as to the Developer’s activities and final outcomes of
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Developer’s efforts to achieve the Equity and Inclusion goals under the
Redevelopment Agreement(s) for the Phase.
7. Developer has satisfied all terms and conditions of the Redevelopment
Agreement(s) and is not in default under the Redevelopment
Agreement(s), the City approvals, or any other agreement pertaining to
the Project beyond any applicable notice and cure periods.
8. Developer has met all other requirements of the City’s corresponding
site improvement agreement for the Project, including no waiver or
reduction of required park dedication fees.
iii. The Phase II TIF Note will be issued only when Developer demonstrates that
Phase 2 Minimum Improvements have been sufficient to allow:
1. City issuance of a temporary certificate of occupancy for the Phase 2
Building shell;
2. Developer has delivered to the HRA a final report and certificate detailing
and certifying as to the Developer’s activities and final outcomes of
Developer’s efforts to achieve the Equity and Inclusion goals under the
Redevelopment Agreement(s) for the Phase.
3. Developer has satisfied all terms and conditions of the Redevelopment
Agreement(s) and is not in default under the Redevelopment
Agreement(s), the City approvals, or any other agreement pertaining to
the Project beyond any applicable notice and cure periods.
4. Developer has met all other requirements of the City’s corresponding
site improvement agreement for the Project, including no waiver or
reduction of required park dedication fees.
iv. To maintain compliance with the TIF Act and Edina Policy, the TIF assistance is
conditioned upon the Project as a whole demonstrating satisfaction of the HRA’s
“but for” test. The Redevelopment Agreement will include provisions for the
Developer to submit an updated pro forma upon completion of each Phase so
the HRA can ensure the pledged TIF assistance does not cause the Project to
exceed levels of private return mutually agreed upon as adequate and necessary
to deliver the Project at the time of underwriting (the “Market Return”). Should
the applicable pro forma demonstrate an anticipated return in excess of the
Market Return, then the HRA shall reduce the amount of pledged TIF assistance
as necessary to achieve the Market Return.
v. In addition, the Redevelopment Agreement will include a detailed “look back”
requirement that, upon the earlier of any sale by the Developer of any portion of
the Project or the tenth anniversary following completion of the Phase I Minimum
Improvements, and prior to the receipt of the full principal amount of the TIF
Notes, the Developer shall supply the HRA with required financial information to
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determine whether an excess return has been achieved for the Project. Any such
excess will result in a reduction or elimination of any remaining principal balance
of the TIF Notes at the HRA’s discretion and as specified in the Redevelopment
Agreement.
vi. The TIF Notes shall bear interest at the lesser of 6.50 percent or the
demonstrated rate of debt financing obtained at the time of completion on the
applicable Phase of the Minimum Improvements.
vii. Payments on the TIF notes will be made over the period of the TIF District using
standard procedures: two annual payments based on actual incremental property
taxes generated from the site, paid and received by the City.
viii. Any estimate of TIF cash flow projected by the City or HRA is hypothetical and
there are no guarantees that such TIF proceeds will be available.
8) Other Terms and Conditions
a. Public Plaza
i. Developer will provide the Public Plaza as part of the Phase I Minimum
Improvements.
ii. The plaza will consist of an approximately 15,000 square foot outdoor space with
landscaping, hardscaping, public art, security cameras, and other pedestrian
amenities consistent with the City approvals. Plaza will include:
1. Public art; and
2. Security cameras and other public safety precautions in strategic
locations.
iii. Developer will grant a permanent, public easement for access and use of the plaza
by the public, subject to reasonable, nondiscriminatory limitations, rules and
regulations governing its use adopted by Developer and subject to the approval
of the City Manager or its designee.
iv. Developer will be responsible for all maintenance of the plaza.
v. The Public Plaza will be subject to the terms and conditions of the recorded
Easement and Restriction Agreement governing the Project.
b. Public Art
i. The first phase of the Project shall include at least 2-3 permanent sculptures or
similar art installations in west and east ends of the Public Plaza or the France
Avenue frontage. Additional decorative artwork is anticipated to be included in
the building facades, as generally depicted in the Approved Plans. Additional
artwork in encouraged in the public realm areas, but is not required.
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ii. Developer shall engage a professional art consultant to establish and implement a
vision for public art and interpretation, subject to a public engagement process
approved by the City within 30 days after identification of the art consultant.
Within such 30 day period, the City Manager may also designate up to three
people to provide input and guidance to the art consultant. Developer will
reasonably consider the recommendations of the consultant and the public
engagement process in its final selection of art for the Project. Costs associated
with the art consultant will be paid by Developer and will be an eligible TIF
expense.
iii. The public art (sculptures) shall have a value of no less than $100,000.00 paid in
artist commissions (including artist creative, materials, labor, and installation
charges, but excluding fees paid to a professional art consultant, costs related to
the public engagement process and improvement costs).
iv. Developer will allow additional public art pieces to be installed in public easement
areas in the future, but Developer shall not be responsible for the costs of those
additional art pieces.
v. Developer will be responsible for all maintenance of the Developer-installed
public art in a first-class manner.
c. Environmental sustainability
i. The Phase I Building and the Phase II Building must each be designed and
certified at least LEED Silver or equivalent standard that complies with the
City’s Sustainability Polity and TIF Policy
d. Diversity, Equity and Inclusion – Developer shall use good faith efforts as defined by
Minnesota Department of Human Rights to include businesses that are majority owned
by under-represented groups including minorities, women, veterans and people with
disabilities in the development and construction of both phases of the Project. Developer
shall also cause its general contractor to use, good faith efforts to employ under-
represented people on the construction site. The definition of “good faith efforts” will be
specified in the Redevelopment Agreement to include details on (1) posting of
opportunities, (2) recruiting efforts, (3) selection, hiring and termination procedures, (4)
employee files and record keeping, and (5) reporting mechanisms. The Developer or its
contractor has will prepare an “DEI Plan” for this Project through which the Developer
is committed to ensuring the community participates in the Project’s construction through
meaningful employment opportunities. The contractor’s current DEI Plan attached to this
term sheet and will be further specified in and be an exhibit to the Redevelopment
Agreement. Compliance with the DEI Plan will be certified in the Go-Ahead Letter. The
Developer will commit to use good faith efforts to cause its contractor to try to achieve
the workforce and minority/women owned business goals to maximize participation
opportunities for the local workforce, including women and minorities. These goals will
be specified in the Redevelopment Agreement.
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These goals are expressed as a percentage of the total craft hours on the project.
Minorities includes African American (not of Hispanic origin), Hispanics, Asians, Pacific
Islanders, Native Americans and Alaskan Natives. Because this is a two Phase project, the
Phase II goals may be reasonably revised as approved by the City Manager.
e. Other Easements.
i. In addition to other easements specified herein, Developer has or will grant a
permanent, public easement for access and use of the perimeter and internal
roadways, sidewalks, streetscape areas, and seating areas by the public, subject to
reasonable, nondiscriminatory limitations, rules and regulations governing its use
adopted by Developer and subject to the approval of the City Manager or its
designee. Developer will be responsible for maintenance within all easement
areas.
ii. Developer agrees to grant specific easements, if necessary, within public easement
areas for future mass transit stops along portions of France Ave and/or Gallagher
Drive at no cost to City or transit operator (land only – cost to build is not
Developer’s responsibility), subject to the responsible transit agency being
responsible for maintenance of the surface improvements in these future
easement areas. Public transit may include regional operators such as Metro
Transit or local operators like City of Edina.
iii. Developer will provide HRA with evidence that all necessary private easements
and operating agreements required for the Project (specifically including the
storm water ponding area) are in place.
f. Grants – Developer must make good faith effort to pursue grants for the Project as
selected by Developer and the City. The City/HRA agrees to sponsor grant applications
that provide financial support for the Projects. Costs of preparing the grant applications
shall be borne by Developer. City staff shall have the final authority to review and submit
the grant applications. Any grants received for the Project will be included in the Project
pro forma for determining the Project’s return on cost and the Initial Lookback and future
lookback/clawback and determining satisfaction of the “but for” TIF test.
g. Conservation easement – Developer may pursue a conservation easement on the
northwesterly portion of the property. Developer will keep the City/HRA informed on this
activity and any such conservation easement will be detailed in the Redevelopment
Agreement. All income derived from the Conservation Easement shall be included the
financial accounting for the Project.
9) City Administrative Costs – The City to retain standard 10% of TIF proceeds per Minnesota
statute.
10) Fiscal Disparities – The City’s ‘fiscal disparity’ obligation for the redevelopment site will be paid
for from property taxes generated from the Project. This will be included in the calculation of
available TIF to pay off the TIF notes.
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11) City and HRA Approval of Significant Changes – Changes to the Project that impact scope or
design are subject to City review using the typical City procedure.
12) Performance Bonds – Bonds or other security will be required for work in public rights of way
and for the elements with a public easement.
13) Default and Cure – Standard default provisions will apply. Each default will have a notice and cure
period, subject to extension for force majeure delays.
14) No Certain Actions to Reduce Taxes – Developer agrees not to (i) seek administrative or judicial
review of applicability of tax statutes, (ii) seek administrative or judicial review of constitutionality
of tax statutes, (iii) seek tax deferral or abatement through term of redevelopment agreement.
Developer is allowed to contest valuation, provided, however, that during any such contest of
valuation the HRA will be allowed to withhold pending payments under the TIF Notes until after
the valuation is determined and any corresponding adjustments to payments under the TIF Notes
can be determined.
15) Compliance with Law – Developer shall comply with and cause its related parties, and pursuant
to applicable third-party contracts, cause each of their respective contractors and subcontractors
to comply with all applicable Law (including, without limitation, labor and wage laws).
16) Recording – The Redevelopment Agreement (or a memorandum thereof) will be recorded by the
Developer against all parcels within the project area, with consent of all property owners.
Developer will be responsible for arranging termination of any prior agreements with the
City/HRA that currently burden the Project property and recording a termination document
against the Project property.
17) Anticipated Redevelopment Agreement Exhibits:
Exhibit A Legal Description of the Project Area
Exhibit B Project Site Plan
Exhibit D TIF Pro Forma
Exhibit E Form of Go-Ahead Letter
Exhibit F Form of Certificate of Completion with Completion Checklist
Exhibit G Memorandum of Redevelopment Agreement
Exhibit H Form of TIF Note
Exhibit I Sample IRR Calculations and Project TIF Adjustment Calculation
Exhibit L DEI Plan
Exhibit M Form of Equity and Inclusion Report
Exhibit N Required Easements
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Project Legal Description
7250 France Avenue South Property:
Lot 44, Block I, Oscar Roberts 1st Addition, Hennepin County.
PID# 3102824140015
7200 France Avenue South Property:
The East 1045 of the South Half of the Northeast ¼ of Section 31, Township 28, Range 24, according
to the government survey thereof, except that part embraced within the plat of Oscar Roberts First
Addition, Hennepin County, Minnesota
325 Feet of the East 520 Feet of the Southeast 1/4 of the Northeast 1/4 Except Road.
PID# 3102824140001
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Project Site Plan
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Phase I Sources and Uses
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Phase I Pro Forma
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Public Easement Areas
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DEI Plan
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TABLE OF CONTENTS
Description of Organization .........................................................................................................2
Definitions Used in this AAP and Job Groups .............................................................................3
Equal Employment Opportunity (EEO) Policy .............................................................................5
Assignment of Responsibility for Affirmative Action Program ...................................................... 6
Dissemination of Affirmative Action Policy and Plan ................................................................... 7
Internal Audit and Reporting Systems ......................................................................................... 8
Workforce Analysis .....................................................................................................................9
Goals and Timetables .................................................................................................................9
Problem Area Identification .........................................................................................................9
Action-Oriented Programs ........................................................................................................ 10
Anti-Harassment Policy ............................................................................................................. 14
Problem Resolution Policy ........................................................................................................ 16
Appendices
Appendix A Workforce Analysis
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DESCRIPTION OF ORGANIZATION
AP Midwest, LLC, dba Adolfson & Peterson Construction (AP) is a family-owned union contractor that
is consistently ranked among the top construction managers and general contractors in the nation. With
a mission of building trust, communities and people, AP focuses on public and private projects that
enhance communities where we live and work. Founded in 1946, AP is known within the building
industry for outperforming our competition with innovative and collaborative approaches. AP has built
long standing relationships with our clients and communities by serving the aquatics and recreation,
healthcare, higher education, hospitality, industrial, K-12 education, multi-family, municipal, office and
senior living market segments. AP Midwest, LLC is located at 5500 Wayzata Blvd, Suite 600
Minneapolis, MN 55416.
DEFINITIONS USED IN THIS AAP
Individual with a Disability: any person who has a physical, sensory, or mental impairment which
“materially” (Minnesota) or “substantially” (federal) limits one or more major life activities, or has a
record of or is regarded as having such an impairment. "Individual with a Disability" does not include an
alcohol or drug abuser whose current use of alcohol or drugs renders that individual a direct threat to
property or the safety of others.
American Indian or Alaska Native - a person having origins in any of the original peoples of North
and South America (including Central America), and who maintains tribal affiliation or community
attachment.
Asian - A person having origins in any of the original peoples of the Far East, Southeast Asia, or the
Indian subcontinent including, for example, Cambodia, China, India, Japan, Korea, Malaysia, Pakistan,
the Philippine Islands, Thailand, and Vietnam.
Black or African American - A person having origins in any of the black racial groups of Africa.
Hispanic or Latino - A person of Cuban, Mexican, Puerto Rican, South or Central American, or other
Spanish culture or origin, regardless of race.
Native Hawaiian or Other Pacific Islander - A person having origins in any of the original peoples of
Hawaii, Guam, Samoa, or other Pacific Islands.
White - A person having origins in any of the original peoples of Europe, the Middle East, or North
Africa.
Minority – Any person who identifies as being American Indian or Alaska Native, Asian, Black or
African American, Hispanic or Latino, Native Hawaiian or Other Pacific Islander, or in any combination
of these identifiers, or someone who identifies as White and as any of the other identifiers.
Job Groups: Although companies are not limited to using these broad job groups as the only means of
analyzing their workforce, we use the following as guidelines:
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Managers and Administrators: Administrative personnel set broad policies, exercise overall
responsibility for execution of these policies, and direct individual departments or special phases of an
organization's operations. This category includes: officials, executives, middle management, plant
managers, department managers, and superintendents, salaried supervisors who are members of
management, purchasing agents, and buyers. Unless specifically listed under officials and managers or
craft (skilled), first line supervisors, who engage in the same activities as the employees they supervise,
should not be reported under this category.
Professionals and Technicians: Professionals are considered to be persons working in occupations
requiring either college graduation or comparable work experience. Technicians are those whose work
requires a combination of basic scientific knowledge and manual skills such as can be attained through
two-year technical or community college degrees or equivalent on-the-job training.
Sales Workers: Occupations engaged wholly or primarily in direct selling. This includes: advertising
agents and sales agents, insurance agents and brokers, real estate agents and brokers, sales agents
and sales clerks, grocery clerks, cashiers/checkers.
Office and Clerical: All clerical work regardless of the level of difficulty in which activities are
predominantly non-manual (though some manual work not directly involved with altering or transporting
the products is included). This includes: bookkeepers, collectors, messengers, and office helpers, office
machine operators, shipping and receiving clerks, stenographers, typists, secretaries, and telephone
operators.
Skilled Crafts: Manual workers of a relatively high skill level who have a thorough and comprehensive
knowledge of the process involved in their work. They exercise considerable independent judgment and
usually receive an extensive period of training. This includes: building trades, hourly paid foremen and
lead-workers who are not members of management, mechanics and repairmen, skilled machinery
occupations, electricians. Exclude learners and helpers of craft workers (apprentices).
Operatives: (Semi-skilled): Workers who operate machines or processing equipment or perform other
factory-type duties of an intermediate skill level which can be mastered in a few weeks and requires
only limited training. This includes: apprentices, operatives, attendants, delivery and route drivers, truck
and tractor drivers, dressmakers, weavers, welders. Include craft apprentices in such fields as auto
mechanics, printing, metalwork, carpentry, plumbing and other building trades.
**Laborers: (Unskilled): Workers in manual occupations which generally require no special training.
They perform elementary duties which may be learned in a few days and which require the application
of little or no independent judgment. This includes: garage laborers, car washers, gardeners, and
lumber workers, laborers performing lifting, digging, mixing and loading.
**Service Workers: Workers in both protective and no protective service occupations. This includes:
attendants, clean-up workers, janitors, guards, police, fire fighters, waiters and waitresses.
**AP does not currently employ individuals under these job groups.
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Underutilization: The Minnesota Department of Human Rights defines underutilization in a job group
if the number of women or people of color in a job group are less than what is expected based on the
availability percentage data adopted for the analysis.
The Department uses the “WHOLE-PERSON RULE” in determining underutilization.
Declaration of underutilization does not indicate discrimination has occurred in a company; rather, it is
an opportunity to enable a company to apply good faith efforts to ensure equal employment
opportunities continually occur in the business.
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Equal Employment Opportunity (EEO) Policy
This is to affirm AP’s policy and commitment of providing equal employment opportunities to all
employees and applicants for employment in accordance with all applicable laws, directives and
regulations of federal, state, and local governing bodies or agencies.
AP will not discriminate against or harass any employee or applicant for employment because of race,
color, creed, religion, national origin, sex, sexual orientation, disability, age, marital status, familial
status, membership or activity in a local human rights commission, or status with regard to public
assistance.
AP will take affirmative steps to ensure that all of our company’s employment practices are free of
discrimination. Such employment practices include, but are not limited to, the following: hiring,
promotion, demotion, transfer, recruitment or recruitment advertising, selection, layoff, disciplinary
action, termination, rates of pay or other forms of compensation, and selection for training and
development, including apprenticeships. We will provide reasonable accommodation to applicants and
employees with disabilities whenever possible.
AP is committed to the pursuit and achievement of the goals of Equal Employment Opportunity and the
Affirmative Action Program. AP will evaluate the performance of its management and supervisory
personnel on the basis of their involvement in achieving these Affirmative Action objectives as well as
other established criteria. In addition, all employees are expected to perform their job responsibilities in
a manner that supports equal employment opportunities.
I have appointed Molly Weiss, Chief Human Resources Officer to lead the company’s Equal
Employment Opportunity (“EEO”) program. This person’s responsibilities include monitoring all EEO
activities and reporting the effectiveness of the company’s Affirmative Action Plan as required by law. I
will receive and review reports on the progress of the program. Any employee or applicant may inspect
our Affirmative Action Plan and information related to our EEO program during normal business hours.
Please contact Molly Weiss at 952-417-8355 or via email m weiss@a-p.com for further information.
Any employee or applicant for employment who believes they have been treated in a way that is
inconsistent with this policy should contact either Molly Weiss, Chief Human Resources Officer at 5500
Wayzata Blvd, Suite 600 Minneapolis, MN 55416, m weiss@a-p.com or any other management
representative, including me. Anonymous reports can be made to w ww.a-p.ethicspoint.com or by
calling 866-858-9095. The company will take immediate action to investigate and address allegations of
discrimination or harassment confidentially and promptly.
September 30, 2022
Brad Hendrickson – Regional President Date
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ASSIGNMENT OF RESPONSIBILITY FOR AFFIRMATIVE ACTION PROGRAM
Molly Weiss, Chief Human Resources Officer is designated as the company’s EEO manager and is
tasked with managing and monitoring all employment activity to ensure that our EEO/AA policies are
being carried out. Molly has been given the necessary staffing and support from senior management to
fulfill the duties of the position. These duties include, but are not limited to, the following:
1. Develop an EEO policy statement and Affirmative Action Plan (AAP) that are consistent with AP’s
EEO policies and establish our affirmative action goals and objectives.
2. Develop and implement internal and external strategies for disseminating the company’s AAP and
EEO policies.
3. Conduct and/or coordinate EEO/AAP training and orientation.
4. Ensure that our managers and supervisors understand it is their responsibility to take action to
prevent the harassment of employees and applicants for employment.
5. Ensure that all minority, female, and disabled employees are provided equal opportunity as it
relates to organization-sponsored training programs, recreational/social activities, benefit plans, pay
and other working conditions.
6. Implement and maintain EEO audit, reporting, and record-keeping systems in order to measure the
effectiveness of our AAP and to determine whether our goals and objectives have been attained.
7. Coordinate the implementation of necessary affirmative action to meet compliance requirements
and goals.
8. Serve as liaison between our organization and relevant governmental enforcement agencies.
9. Assist with the coordination of the recruitment and employment of women, people of color, and
individuals with disabilities, and coordinate the recruitment and utilization of businesses owned by
women, people of color, and individuals with disabilities.
10. Coordinate employee and company support of community action programs that may lead to the full
employment of women, people of color, and individuals with disabilities.
11. Keep management informed of the latest developments in the area of EEO.
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DISSEMINATION OF AFFIRMATIVE ACTION POLICY AND PLAN
A. Internal Dissemination
1. Our EEO policy statement is included in our Team Member Reference Guide.
2. We will publicize our EEO policy in any newsletters, magazines, annual reports, or other media the
company utilizes.
3. Schedule special meetings for all employees to discuss the policy and explain individual employee
responsibilities.
4. We will discuss the policy thoroughly during both employee orientation and management training
programs.
5. If applicable, we will advise and/or meet with union officials to provide notice of our EEO policy and
ask for their cooperation in implementing the policy.
6. If applicable, we will include non-discrimination clauses in all of our union agreements and review
all contractual provisions to ensure they are non-discriminatory.
7. We will publish articles in any company publications covering our EEO programs, progress reports,
and the accomplishments of disabled and female employees and employees of color.
8. Our EEO policy statement and non-discrimination posters will be permanently posted and
conspicuously displayed in areas and technology sites available to employees and applicants for
employment.
9. When employees are featured in product or consumer advertising, reference guides, or similar
publications, we will include images of male and female employees, employees of color, and
disabled employees.
10. Communicate, at least annually, to all employees the existence of our AAP and make available the
elements of its program as well as enable prospective employees to know and have access to all of
our program’s benefits.
11. All personnel involved in the recruitment, screening, selection, promotion, disciplinary, and related
processes are carefully selected and trained to ensure that the goals and commitments in the
company’s AAP are implemented.
B. External Dissemination
1. We will notify all recruiting sources of the company’s EEO policy, stipulating that these sources
actively recruit and refer women and people of color for all positions listed.
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2. We will hold formal briefing sessions with representatives from recruiting sources. As an integral
part of these briefings, we will include: facility tours (where possible); clear and concise
explanations of current and future job openings; position descriptions; worker specifications;
explanations of the company’s selection process; and, recruiting literature. We will make formal
arrangements regarding applicant referrals, and follow-up with referral sources regarding the
disposition of applicants.
3. Any disabled employees who wish to participate in career days, youth motivation programs, and
related community activities will be given opportunity to do so.
4. Any recruiting efforts at schools will include specific outreach to disabled students.
5. We will make an effort to participate in work study programs with rehabilitation facilities and schools
that specialize in the training or educating disabled individuals.
6. We will use available resources to continue or establish on-the-job training programs.
7. We will incorporate the equal opportunity clause into all purchase orders, leases, and contracts.
8. We will send written notification of the company’s EEO policy to all sub-contractors, vendors, and
suppliers, and request cooperative action from them.
9. We will notify community agencies, community leaders, secondary schools, colleges, and
organizations that promote women, people of color, and disabled individuals regarding the
company’s EEO policy.
10. When employees are featured in consumer or help wanted advertising, we will include images of
male and female employees, employees of color, and disabled employees.
11. We will communicate the existence of our EEO policy to prospective employees and provide
sufficient information to enable prospective employees access to the policy’s benefits.
INTERNAL AUDIT AND REPORTING SYSTEMS
Our designated EEO manager, Molly Weiss, has responsibility for implementing and monitoring our
affirmative action programs. Department heads, managers, and supervisors are responsible for
providing information and/or statistical data as necessary to measure our good faith efforts to
implement our programs. In addition, they are also responsible for submitting formal reports on a
scheduled basis regarding the degree to which corporate or unit goals are attained and timetables are
met.
At least annually, internal audit reports will be prepared in table format and dated. Data collected for
these reports will include applicant flow, new hires, promotions, transfers, and terminat ions (voluntary
and involuntary) by job group. Figures for each personnel process must show a breakdown by sex,
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minority classification, and disability status. Reports will be disseminated to appropriate levels of
management, and any problem areas will be addressed as promptly as possible.
We will preserve all audit data and other applicable documentation and information available as
required by law to the Minnesota Department of Human Rights and other government agencies.
Once a year, we will submit to the Minnesota Department of Human Rights, on or before, the
anniversary date of our Workforce Certificate of Compliance, our Annual Compliance Report as
required under Minnesota Administrative Rule 5000.3580 for the company’s regular workforce.
WORKFORCE ANALYSIS
Availability/Utilization/Underutilization Analysis
See attached Appendix for our Workforce Analysis.
GOALS AND TIMETABLES
We will make a good faith effort to achieve the availability percentages for people of color or women in
any and all job group(s) where we have identified underutilization. We will continue good faith efforts to
recruit and retain individuals with disabilities in all levels of our workforce.
1. AP will make good faith efforts to reach the availability percentages for minorities or women in
any job group where underutilization is identified.
2. AP’s progress towards utilization will be consistent with the number of open positions within the
company.
3. AP will continue our efforts to recruit and retain individuals with disabilities in our workforce.
4. AP will make a good faith effort to meet construction goals as described by government
agencies, whether we are prime or a subcontractor.
We continue to work toward greater representation in all job groups designed to strengthen our
business.
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PROBLEM AREA IDENTIFICATION
AP Midwest, LLC periodically conducts an in-depth analysis of its total employment process to
determine whether and where impediments to equal employment opportunity may exist. We evaluated:
1. Workforce composition by job group: When we have identified underutilization in our
availability/utilization/underutilization analysis (AUUA), we have set goals to remedy that
underutilization.
2. Personnel activity: We will routinely conduct adverse impact analyses using the “Eighty Percent
Test” or other statistical methods to analyze our personnel activities, including applicant flow, hires,
promotions, terminations and other personnel actions, to determine if there are selection disparities
between men and women, people of color, nonminority (and within specific racial groups, if
appropriate), or disabled and nondisabled applicants or employees. For tests that are used as a
part of our selection process, we confirm these tests are job-related and are validated. We have
taken corrective action to remove any barriers to hiring or retaining women, people of color, or
individuals with disabilities.
3. Compensation system: We will routinely review our compensation system, including rates of pay
and bonuses, to determine whether there is any gender, race, ethnicity, or disability-based
disparities. If any disparities are identified, we take prompt action to resolve the disparity. In
offering employment to individuals with disabilities, we will not reduce the amount of compensation
offered because of any disability income, pension, or other benefit the applicant or employee
receives from another source.
4. Personnel procedures: We will routinely review all of our personnel procedures and processes,
including selection, recruitment, referral, transfers and promotions, seniority provisions,
apprenticeship programs and company-sponsored training programs and other company activities
to determine if all employees or applicants are fairly considered.
5. Any other areas that might impact the success of our Affirmative Action Program: We continually
analyze any other areas that may impact our success, such as accessibility of our facility to the
available workforce, the attitude of our current workforce towards EEO, proper posting of our EEO
policy and required governmental posters, proper notification of our subcontractors or vendors, and
retention of records in accordance with applicable law. We take prompt action to remedy any
problems in these areas through training of staff or other methods.
ACTION-ORIENTED PROGRAMS
Selection Process
We will evaluate our selection process using an adverse impact analysis to determine if our
requirements screen out a disproportionate number of people of color, women, or individuals with
disabilities. All personnel involved in the recruitment, screening, selection, promotion, disciplinary, and
related processes will be carefully selected and trained to ensure that there is a commitment to the
affirmative action program and its implementation.
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Schedule for Review of Job Requirements: We will annually review all physical and mental job
requirements to ensure that these requirements do not tend to screen out qualified individuals with
disabilities. We will determine whether these requirements are job-related and are consistent with
business necessity and the safe performance of the job, and we will remove any physical or mental
requirements that do not meet these criteria. Any job descriptions or requirements changed after review
will be distributed to all relevant employees, particularly those involved in the selection process and
supervision of employees.
Pre-Employment Medical Examination: If we require medical examinations or inquiries as a part of
our selection process, all exams or inquiries will be conducted after a conditional offer of employment.
Only job-related medical examinations and inquiries will be conducted, and the results of these
examinations or inquiries will not be used to screen out qualified individuals with disabilities.
Information obtained in response to such inquiries or examinations will be kept confidential except that
(a) supervisors and managers may be informed regarding restrictions on the work or duties of
individuals with disabilities and regarding accommodations, (b) first aid and safety personnel may be
informed, where and to the extent appropriate, if the condition might require emergency treatment, and
(c) officials, employees, representatives, or agents of the Minnesota Department of Human Rights or
local human rights agencies investigating compliance with the act or local human rights ordinances will
be informed if they request such information.
Accommodations to Physical and Mental Limitations of Employees
We will make reasonable accommodations to the physical and mental limitations of an employee or
applicant unless such an accommodation would impose an undue hardship on the conduct of the
business.
Recruitment of Employees
1. All solicitation or advertisements for employees will state that applicants will receive consideration
for employment regardless of their race, color, creed, religion, national origin, sex, sexual
orientation, disability, age, marital status, or status with regard to public assistance. When needed,
to help address underutilization, help wanted advertising will also be placed in news media oriented
towards women or people of color. Copies of advertisements for employees will be kept on file for
review by enforcement agencies.
2. When we place recruitment advertisements, we will not indicate a preference, limitation, or
specification based on sex, age, national origin, or other protected characteristic, unless that
characteristic is a bona fide occupational qualification for a particular job. We will not allow any
employment agency with which we work to express any such limitation on our behalf, and we will
require that these agencies share our commitment to EEO.
3. All positions for which we post or advertise externally will be listed with State of Minnesota
Workforce Centers, America’s Job Bank, or similar governmental agencies.
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4. We will request the Minnesota Department of Employment and Economic Development to refer
qualified individual with disabilities for employment consideration under our affirmative action
programs.
5. As necessary to ensure that potential candidates are aware of job openings, we will contact
community organizations focused on the employment of women, people of color, and individuals
with disabilities (including state vocational rehabilitation agencies or facilities, sheltered workshops,
college placement offices, education agencies, or labor organizations).
6. We will keep documentation of all contacts made and responses received, in connection with
paragraphs 4 and 5 above, whether formal or informal. We will make every effort to give these
agencies a reasonable amount of time to locate and refer applicants
7. We will carry out active recruiting programs at relevant technical schools and colleges, where
applicable.
8. We will encourage existing people of color, female and disabled employees to recruit additional
candidates for employment opportunities.
9. C onsideration of people of color and women not currently in the workforce: We will take additional
steps to encourage the employment of women, people of color and individuals with disabilities who
are not currently in the workforce, such as providing part-time employment, internships, or summer
employment programs.
Training Programs
Education is an ongoing process at AP Midwest, LLC and a variety of training programs are available.
Company guidelines for continued emphasis on training programs include and are not limited to:
People of color, female and employees with disabilities will be afforded full opportunity and will
be encouraged to participate in all organization sponsored educational and training programs.
We will provide access to apprenticeship training programs when such programs are necessary
to ensure equal opportunity for protected class employees.
On-the-job training programs as well as other training and educational programs to which we
give support or sponsorship, will be regularly reviewed to insure that minority and female
employees are given equal opportunity to participate.
We will seek the inclusion of qualified people of color, female and disabled employees in any
apprenticeship program in which we participate.
Promotion Process
Our promotion process has been developed and documented and only legitimate qualifications are
considered in our promotion decisions. We will conduct adverse impact analyses to ensure that
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women, people of color, and employees with disabilities are promoted at rates substantially similar to
men, non-people of color, and individuals without disabilities.
Termination Process
We use progressive discipline before terminating employees, where appropriate. All employees are
made aware of our discipline process. We will conduct adverse impact analyses to ensure that women,
people of color, and employees with disabilities do not leave our company at rates substantially
dissimilar to those of men, non-people of color, and employees without disabilities.
Religion and National Origin Discrimination and Accommodation for Religious
Observance and Practice
As a part of our commitment to Equal Employment Opportunity for all, we have made a specific effort to
ensure that national origin and religion are not factors in recruitment, selection, promotion, transfer,
termination, or participation in training. The following activities are undertaken to ensure religion and
national origin are not used as a basis for employment decisions:
1. Recruitment resources are informed of our commitment to provide equal employment
opportunity without regard to national origin or religion.
2. Our employees are informed of our policy and their duty to provide equal opportunity without
regard to national origin or religion.
3. Employment practices exist and are reviewed to ensure that we implement equal employment
opportunity without regard to national origin or religion.
4. The religious observances and practices of our employees are accommodated, except where
the requested accommodation would cause undue hardship on the conduct of our business.
5. We do not discriminate against any qualified applicant or employee because of race, color,
creed, disability, age, sex, sexual orientation, marital status, or status with regard to public
assistance in implementing the policy concerning non-discrimination based on national origin or
religion.
Sex Discrimination Guidelines
We incorporate the following commitments into this AAP to ensure that all laws related to the prohibition
of discrimination based on sex are followed:
1. Employment opportunities and conditions of employment are not related to the identification of
sex of any applicant or employee. Salaries are not related to or based upon identification of
sex.
2. Women are encouraged to attend all training or development programs to facilitate their
opportunities for promotion, and to apply for all positions for which they are qualified.
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3. We do not deny employment to those who identify as women, men or gender neutral with young
children and do not penalize, in conditions of employment, women, men or gender neutral who
require time away from work for parental leave.
4. Appropriate physical facilities are provided to male, female and gender-neutral.
Prevention of Harassment and Discrimination
Our company has developed policies prohibiting the harassment of or discrimination against any
employee because of any characteristic protected under civil rights laws. Senior management will
distribute these policies routinely to current employees and incorporate these policies as a part of new
employee orientation. Employees are made aware of contact persons to report any violation of these
policies.
ANTI-HARASSMENT POLICY
As a part of our commitment to equal opportunity, AP Midwest LLC, has adopted an anti-harassment
policy. Any employee who engages in harassment on the basis of race, color, creed, religion, national
origin, sex, sexual orientation, marital status, status with regard to public assistance, membership or
activity in a local human rights commission, disability, age, or other legally protected characteristics;
any employee who permits employees under his/her supervision to engage in such harassment; or any
employee who retaliates or permits retaliation against an employee who reports such harassment is
guilty of misconduct and shall be subject to remedial action which may include the imposition of
discipline or termination of employment.
Examples of harassment may include derogatory comments regarding a person’s race, color, religion,
or other protected characteristics, sexually explicit or other offensive images (whether printed or
displayed on a computer), and jokes that are based on stereotypes of particular races, sexual
orientations, ages, religions, or other protected characteristics.
Sexual Harassment is against the law. It is the policy of AP to abide by the applicable federal, state,
and local laws that prohibit sexual harassment and to maintain an employment environment free of
sexual harassment. Sexual harassment of any employee, client, or business partner will not be
tolerated.
Sexual harassment may include unwelcome sexual advances, requests for sexual favors, sexually
motivated physical contact or other verbal or physical conduct or communication of a sexual nature
when: (a) submission to that conduct or communication is made a term or condition, either explicitly or
implicitly, of obtaining employment; (b) submission to or rejection of that conduct or communication is
used as a factor in decisions affecting that individual’s employment; or (c) that conduct or
communication has the purpose or effect of substantially interfering with an individual’s employment.
Here are some examples of conduct that may constitute sexual harassment:
Use of offensive or demeaning terms that have a sexual connotation.
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Objectionable physical closeness, behavior, actions, or contact.
Unwelcome suggestions regarding, or invitations to, social engagements or non-work related
social events.
Any indication, express or implied, that an employee’s job security, job assignment, conditions
of employment, or opportunities for advancement may depend on the granting of sexual or other
personal favors.
Any action relating to an employee’s job status which is in fact affected by consideration of the
granting or refusal of social or sexual favors.
Deliberate or careless creation of an atmosphere of sexual harassment or intimidation.
Deliberate or careless jokes or remarks of a sexual nature to or in the presence of any
employee.
Showing or sending materials that have a sexual content or are of a sexual nature (such as
cartoons, articles, pictures, etc.), either by e-mail, interoffice mail, Internet or otherwise.
Although the intent of the person engaging in the conduct may be harmless or even friendly, it is the
perception of the conduct by the recipient that is relevant to whether the conduct is harassment. Given
the difficulty of judging whether the conduct is welcome or unwelcome in particular situations, the
company prohibits all employees from engaging in any conduct of a sexual nature or amounting to
harassment based on any protected category in the work setting.
This policy applies to everyone in the organization as well as senior management. No retaliation or
intimidation directed towards anyone who makes a complaint will be tolerated.
If you believe you have been a victim of harassment, take the following steps:
Discuss the matter with your supervisor or manager.
If, for any reason, you would prefer not to speak to your supervisor (for example, if you believe
your supervisor to be the source of or a party to the harassment), you may talk to any other
member of management or the Chief Human Resources Officer.
The company will investigate and attempt to resolve your complaint promptly. If, for any reason, you
believe this has not occurred within a reasonable period of time, refer the matter to a member of senior
management up to and including the CEO of AP, Jeffrey J. Hansen.
PROBLEM RESOLUTION POLICY
In any organization, dissatisfaction may arise because an employee does not know, understand, or
agree with certain policy interpretations or management decisions. Such dissatisfactions are commonly
referred to as grievances. An employee who feels aggrieved is urged to take the matter up immediately
with his/her supervisor. Your supervisor is required to investigate your grievance and provide you a
response or decision within a reasonable period of time. This investigation may consist of, but is not
limited to, gathering information from other employees involved, reviewing company policy, and any
other action necessary to understand the matter completely.
If you are not satisfied with the response/decision from your immediate supervisor, you are encouraged
to report your claim to the next level of management or to Molly Weiss at 952-417-8355.
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REPORTING CLAIMS
We encourage employees to report a claim when concerned about policy violations,
discriminatory treatment or any type of unethical or illegal treatment or when they have
witnessed such treatment to others. Employees should report complaints promptly to their
immediate supervisor, their supervisor’s manager, or to Molly Weiss at 952-417-8355.
Once an employee discloses information to management and/or Human Resources stating a
complaint regarding but not limited to, sexual harassment, discriminatory harassment or a
concern of retaliation he/she will be considered to have filed an internal complaint and will
proceed to the investigation process.
INVESTIGATION PROCESS
All complaints and/or allegations will be promptly investigated. Once a complaint is received
by a member of management they need to immediately notify Molly Weiss at 952-417-8355
that a complaint has been received and to discuss an investigative plan that may include
some or all of the following:
Ensure Confidentiality-AP will protect the confidentiality of employee claims to the best of its
ability. At the same time, AP must conduct a prompt and an effective investigation. Therefore,
it may not be possible to keep all information gathered in the initial complaint, such as
interviews and records, completely confidential. To conduct an effective investigation, some
information will be revealed to the accused and potential witnesses, but information will be
shared only on a "need to know" basis.
Provide Interim Protection-In some cases, separating the alleged victim from the
accused may be necessary to guard against continued harassment or retaliation.
Actions may include a schedule change, temporary or permanent transfer or (paid)
leave of absence, etc.
Investigation Plan- HR will inform all parties involved of the need for an investigation and
explain the investigation process which may include an outline of the issue, a witness list,
sources for information and evidence, and planned interview questions targeted to elicit crucial
information and details while conducting interviews. If required due to the nature of the
investigation, HR may utilize an outside investigator to ensure an unbiased review.
Make a Decision-Once the interviews are conducted, all information will be reviewed and
evaluated for a formal decision of next steps. Based on the findings of the investigation
appropriate corrective and disciplinary action will be taken. AP will notify both the employee
that raised the complaint and the accused of the outcome while reminding all parties to
preserve confidentiality as appropriate.
Document and Close-A summary of the fact-finding information will be written and submitted to
appropriate levels of upper management on a need to know basis.
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Redevelopment Agreement
(7200-7250 France Avenue)
by and among
City of Edina, Minnesota,
Housing and Redevelopment Authority of Edina, Minnesota,
and
7250 France Group, LLC
Dated as of:
April 18, 2023
THIS DOCUMENT WAS DRAFTED BY:
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, MN 55402-1498
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TABLE OF CONTENTS
Page
Article I Recitals; Exhibits, Definitions ..................................................................................................... 3
1.1 Recitals ......................................................................................................................... 3
1.2 Exhibits......................................................................................................................... 4
1.3 Definitions .................................................................................................................... 4
Article II Representations and Warranties .............................................................................................. 9
2.1 Representations and Warranties of the City ................................................................. 9
2.2 Representations and Warranties of the Authority ........................................................ 9
2.3 Representations and Warranties of Developer ........................................................... 10
Article III TIF Assistance ......................................................................................................................... 11
3.1 Creation of TIF District; Certification ........................................................................ 11
3.2 Phase 1 Minimum Improvements Qualified Redevelopment Costs ........................... 11
3.3 No TIF Assistance for Phase 2 Minimum Improvements .......................................... 13
3.4 TIF Notes .................................................................................................................... 13
3.5 TIF Assistance and Potential Adjustment .................................................................. 15
3.6 Assignment of Note .................................................................................................... 19
3.7 Action to Reduce Taxes. ............................................................................................ 21
Article IV Project Requirements ............................................................................................................. 21
4.1 Commencement and Completion of Minimum Improvements .................................. 21
4.2 Zoning and Land Use Approvals ................................................................................ 22
4.3 Building and Construction Permits ............................................................................ 22
4.4 Restrictions on Development ..................................................................................... 22
4.5 Submission and Approval of Evidence of Financing ................................................. 23
4.6 Public Easements. ....................................................................................................... 23
4.7 Public Art ................................................................................................................... 24
4.8 Environmental Sustainability ..................................................................................... 24
4.9 Equity and Inclusion ................................................................................................... 24
4.10 Effect of Delay ........................................................................................................... 28
4.11 Additional Responsibilities of Developer .................................................................. 28
4.12 Certificate of Completion ........................................................................................... 29
4.13 Future Public Crossing ............................................................................................... 32
Article V Encumbrance of the Project Area .......................................................................................... 34
5.1 Mortgage of the Project Area ..................................................................................... 34
5.2 Copy of Notice of Default to Mortgagee .................................................................... 35
5.3 Mortgagee’s Option to Cure Events of Default .......................................................... 35
5.4 Rights of a Foreclosing Mortgagee ............................................................................ 35
5.5 Events of Default Under Mortgage ............................................................................ 36
5.6 Subordination of Agreement ...................................................................................... 36
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Article VI Insurance and Indemnification .............................................................................................. 37
6.1 Insurance .................................................................................................................... 37
6.2 Indemnification .......................................................................................................... 37
Article VII Other Developer Covenants ................................................................................................. 38
7.1 Developer Reimbursement Obligations ..................................................................... 38
7.2 Maintenance and Operation of the Improvements ..................................................... 38
7.3 Cooperation with Litigation ....................................................................................... 38
7.4 Condemnation, Damage, or Destruction .................................................................... 38
7.5 Business Subsidy Agreement ..................................................................................... 39
7.6 Developer/Authority Grant Applications ................................................................... 39
7.7 Mitigation of Construction Disruption ....................................................................... 39
7.8 Parcel 7200 Temporary Parking; Phase 2 Pad Site Preparation ................................. 39
7.9 Project Information..................................................................................................... 40
Article VIII Transfer Limitations ........................................................................................................... 40
8.1 Representation as to the Minimum Improvements ..................................................... 40
8.2 Limitation on Transfers .............................................................................................. 41
Article IX Events of Default and Remedies ............................................................................................ 42
9.1 Events of Default Defined .......................................................................................... 42
9.2 Developer Events of Default ...................................................................................... 42
9.3 City and Authority Events of Default ......................................................................... 43
9.4 Cure Rights ................................................................................................................. 43
9.5 Authority Remedies on Developer Events of Default ................................................ 43
9.6 City Remedies on Developer Events of Default ......................................................... 44
9.7 Developer Remedies on City or Authority Events of Default .................................... 44
9.8 No Remedy Exclusive ................................................................................................ 44
9.9 No Additional Waiver Implied by One Waiver ......................................................... 45
9.10 Reimbursement of Attorneys’ Fees ............................................................................ 45
Article X Additional Provisions ............................................................................................................... 45
10.1 Conflicts of Interest .................................................................................................... 45
10.2 Titles of Articles and Sections .................................................................................... 45
10.3 Notices and Demands ................................................................................................. 45
10.4 Governing Law, Jurisdiction, Venue and Waiver of Trial by Jury ............................ 46
10.5 Severability ................................................................................................................. 46
10.6 Consents and Approvals ............................................................................................. 46
10.7 Additional Documents ................................................................................................ 46
10.8 Limitation ................................................................................................................... 46
10.9 City/Authority Approval ............................................................................................ 47
10.10 Superseding Effect ..................................................................................................... 47
10.11 Relationship of Parties................................................................................................ 47
10.12 Survival of Terms ....................................................................................................... 47
10.13 Data Practices Act ...................................................................................................... 47
10.14 No Waiver of Governmental Immunity and Limitations on Liability ........................ 47
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10.15 City and Authority Regulatory Authority .................................................................. 47
10.16 Memorandum of Agreement ...................................................................................... 47
10.17 Limited Liability ........................................................................................................ 47
10.18 Time is of the Essence ................................................................................................ 48
10.19 Counterparts ............................................................................................................... 48
10.20 Amendments ............................................................................................................... 48
10.21 Term ........................................................................................................................... 48
10.22 Estoppel Certificate .................................................................................................... 48
10.23 Relationship to 7200 Parcel and 7200 Parcel Owner ................................................. 48
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LIST OF EXHIBITS
Exhibit A Legal Description of the Project Area
Exhibit B Project Site Plan
Exhibit C Phase 1 Development Plan
Exhibit D Initial Projected TIF Pro Forma
Exhibit E Form of Go-Ahead Letter
Exhibit F Form of Certificate of Completion with Completion Checklist
Exhibit G Memorandum of Redevelopment Agreement
Exhibit H Form of TIF Notes
Exhibit I Sample Lookback Calculation
Exhibit J Form of Public Plaza Easement Agreement
Exhibit K Equity and Inclusion Outreach Plan
Exhibit L Form of Equity and Inclusion Report
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4895-5638-2034\7
REDEVELOPMENT AGREEMENT
(7200-7250 France Avenue)
THIS REDEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into April 18,
2023 (“Effective Date”), 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 7250 France
Group, LLC, a Minnesota limited liability company (“Developer”).
RECITALS
A. Pursuant to and in accordance with Minnesota Statutes, Sections 469.174 to 469.1799, as
amended (the “TIF Act”), the Authority is authorized to finance certain eligible redevelopment costs of
redevelopment projects with tax increment revenues derived from a tax increment financing district
established in accordance with the TIF Act.
B. The City and the Authority previously established the “Southeast Edina Redevelopment
Project Area” pursuant to Sections 469.001 through 469.047, inclusive, of the TIF Act, in an effort to
encourage the development and redevelopment of such designated area within the City (the
“Redevelopment Area”).
C. In accordance with the TIF Act, the Authority has analyzed the current use of that certain
land within the Redevelopment Area located at 7200 France Avenue (the “7200 Parcel”) and 7250 France
Avenue (the “7250 Parcel”, and collectively with the 7200 Parcel, the “Project Area”), as such Project Area
is legally described on Exhibit A attached hereto, including a building-by-building structural analysis, and
determined that the Project Area is currently underutilized, with obsolete structures and physical
arrangements, substantial vacant areas, and potential contamination, with outdated and inadequate public
infrastructure and circulation.
D. Developer is the current fee owner of the 7250 Parcel, and France Property Partners, LLC,
a Minnesota limited liability company (together with its permitted successor and assigns, “7200 Parcel
Owner”), a Related Party of Developer, is the current fee owner of the 7200 Parcel.
E. Having analyzed the current land use in the Project Area, consistent with the TIF Act, the
Authority and the City held public hearings after appropriate notices to consider the need and desirability
for adoption of a tax increment financing plan and the creation and establishment of the Project Area and
certain other adjoining land as a tax increment financing district pursuant to the TIF Act, and determined
that absent such authorization and the provision of certain funds to undertake various qualified
redevelopment activities, the redevelopment contemplated herein would not be undertaken.
F. After such hearings, the Authority and the City, having determined that the creation and
establishment of a tax increment financing district in the Project Area and such other adjoining land is in
the public interest, the Authority and the City established the 72nd and France Tax Increment Financing
District (a redevelopment district) (the “TIF District”) under the TIF Act and adopted the Tax Increment
Financing plan (the “TIF Plan”) for the TIF District in accordance with Minnesota Statutes, Section
469.175, pursuant to Authority Resolution No. 2023-04 and City Resolution No. 2023-25.
G. Developer has requested, and the City has approved, pursuant to the Phase 1 City
Approvals (defined herein), rezoning of the Project Area to a Planned Unit Development and a final
development plan for the redevelopment of the Project Area.
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H. Pursuant to and as described in the Phase 1 City Approvals, the previous two multi-tenant
office buildings and parking ramp located on the Project Area have been demolished and Developer intends
to redevelop the Project Area with new buildings and other improvements, as more particularly described
herein as the “Phase 1 Minimum Improvements” and the “Phase 2 Minimum Improvements”, and,
collectively, referred to herein as the “Project” or the “Minimum Improvements”, as such Project is
generally depicted on the Project site plan attached as Exhibit B (the “Project Site Plan”).
I. For purposes of this Agreement, the “Phase 1 Minimum Improvements” shall mean and
include development and construction of the following improvements, all as generally depicted on the
Project Site Plan and all to be constructed in accordance with the Phase 1 City Approvals and otherwise at
the general scale and massing using the architectural quality, exterior finish materials and landscaping as
shown in the Phase 1 Development Plan (as defined herein):
(i) A five-story mixed-use professional office/retail building with approximately
138,000 rentable square feet and two levels of underground parking (the “Phase 1
Building”), and related site improvements, all to be located on the 7250 Parcel;
(ii) a north/south public vehicular access road connecting Gallagher Drive to 72nd
Street, located on the west side of the Project Area and parallel to France Avenue
and such other related streetscape and other improvements (the “North/South
Road”), which such North/South Road shall be subject to a City Easement, as
provided herein;
(iii) a north/south public bike/pedestrian path and walkway connecting Gallagher Drive
to 72nd Street, located on the west side of the North/South Road and such other
related streetscape and other improvements (the “North/South Path”), which such
North/South Path shall be subject to a City Easement, as provided herein;
(iv) An approximately 31,000 square foot public plaza (the “Public Plaza”), located on
portions of both the 7200 Parcel and the 7250 Parcel, which shall include
landscaping, hardscaping, public art, security cameras (and other public safety
precautions in strategic locations), and other pedestrian amenities consistent with
the Phase 1 City Approvals, which such Public Plaza shall be subject to a City
Easement, as provided herein;
(v) the sidewalk, streetscape, and landscape improvements and amenities (the
“Sidewalks and Streetscapes”) along France Avenue, Gallagher Drive and 72nd
Street adjoining the Project Area, as required under the terms of the Phase 1 City
Approvals, which such Sidewalks and Streetscapes shall be subject to a City
Easement, as provided herein;
(vi) storm water management improvements in accordance with the Phase 1 City
Approvals;
(vii) the Public Art (defined herein); and
(viii) the Phase 2 Pad Site Preparation has been completed or the temporary surface
parking on the 7200 Parcel permitted by the City Approvals has been constructed
in accordance with the City Approvals and applicable Law.
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J. For purposes of this Agreement, the “Phase 2 Minimum Improvements” shall mean and
must include development and construction of either of the following buildings (as the case may be, the
“Phase 2 Building”) and related site improvements on the 7200 Parcel:
(i) a luxury/high end hotel with approximately 150 rooms with retail space for
possible restaurant, fitness, other compatible retail businesses and rooftop
restaurant patio (a “Phase 2 Hotel Project”); or
(ii) a multi-family residential building consisting of at least three (3) stories above
grade but no larger (in terms of height and footprint area) than the Phase 1 Building
and containing approximately 150 residential units and ground floor retail (with
residential units leased at both market and affordable rates in accordance with City
policy) (a “Phase 2 Residential Project”);
in either case, as the same may be generally depicted in, and otherwise at the general scale and
massing using the architectural quality, exterior finish materials and landscaping as shown in, the
Phase 2 City Approvals (defined herein).
K. Upon completion, the Project is anticipated to deliver many benefits to the general public.
In addition to the redevelopment of an underutilized building and long-term increase in the property tax
base, the Project will deliver additional public benefits including, job creation, new mixed-use development
with smaller blocks and mass consistent with the Southdale Experience Guidelines, stormwater
improvements, environmental remediation, streetscape improvements, and permanent sustainability
features. Upon completion, the Project will also enable several improvements to the local transportation
network including improvements for pedestrians, bicyclists, and motorists. These improvements are
intended to benefit the Project, the adjacent properties, the surrounding neighborhoods and the general
public who travel to and through this area.
L. The Authority and the City have adopted findings which include a determination that (i)
the redevelopment to occur through the proposed Project would not occur solely through private investment
within the reasonably foreseeable future and that the increased market value of the Project Area that could
reasonably be expected to occur without the use of the tax increment financing would be less than the
increase in the market value estimated to result from the proposed development after subtracting the present
value of the Project’s tax increments for the duration of the TIF District, (ii) that the proposed Project
conforms to the general plan for the development or redevelopment of the City as a whole, and (iii) that the
proposed Project affords maximum opportunity consistent with the sound needs of the City as a whole, for
the development or redevelopment of the TIF District by private enterprise, and, accordingly, the City and
Authority believes the Project is in the best interest of the City and desire to assist in providing financial
support for the Minimum Improvements with certain TIF Assistance (as defined herein) in accordance with
Article III of this Agreement.
NOW, THEREFORE, in consideration of foregoing Recitals, which are incorporated into the
provisions of this Agreement by this reference, and the mutual obligations of the parties hereto, each of
them does hereby covenant and agree with the others as follows:
Article I
Recitals; Exhibits, Definitions
1.1 Recitals. The foregoing Recitals are incorporated into this Agreement by this reference,
including the definitions set forth therein.
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1.2 Exhibits. All Exhibits referred to in and attached to this Agreement upon execution are
incorporated in and form a part of this Agreement as if fully set forth herein.
1.3 Definitions. Unless the context otherwise specifies or requires, the following terms have
the following definitions. Certain other capitalized terms are defined elsewhere in this Agreement. All
defined terms may be used in the singular or the plural, as the context requires.
“7200 Parcel” has the meaning set forth in Recital C.
“7200 Parcel Owner” has the meaning set forth in Recital D.
“7250 Parcel” has the meaning set forth in Recital C.
“Agreement” means this Redevelopment Agreement, as the same may be from time to time
modified, amended or supplemented.
“Authority” means the Housing and Redevelopment Authority of Edina, Minnesota.
“Authorized Representative” means, with respect to the Authority, the Executive Director of the
Authority or its designee, and, with respect to the City, the City Manager or its designee.
“Available Tax Increments” means up to 90% of the Tax Increments received and retained by the
Authority from the County during any applicable time frame.
“Board” means the Board of Commissioners of the Authority.
“Certificate of Completion” means a certificate in substantially the form attached as Exhibit F,
signed by the Authorized Representative for the Authority, to be issued pursuant to the terms of
Section 4.12.
“City” means the City of Edina, Minnesota.
“City Approvals” means, collectively, the Phase 1 City Approvals and the Phase 2 City Approvals.
“City Consultants” means the financial, engineering, legal, TIF eligibility and other similar advisors
to the City and the Authority.
“City Council” means the City Council of the City.
“City Easement(s)” has the meaning set forth in Section 4.6(a).
“City Parties” means the City and the Authority, and their respective governing body members and
elected officials, officers, employees, agents, independent contractors and attorneys.
“Commencement” means (i) with respect to pre-construction activities necessary for
Commencement of the vertical construction of the Minimum Improvements (e.g., demolition,
environmental remediation and site preparation), actual physical activity related to such pre-construction
activity and (ii) with respect to vertical construction of the Minimum Improvements, the date on which
actual physical construction of the building foundation begins.
“Completion” or “Completed” means (i) with respect to either the Phase 1 Minimum Improvements
or the Phase 2 Minimum Improvements, Developer’s receipt of the Certificate of Completion from the
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Authority for the corresponding Phase of the Minimum Improvements and (ii) with respect to the individual
aspects of the Minimum Improvements described in the Minimum Improvements timeline set forth in
Section 4.1, substantial completion of such aspect or element such that Developer can proceed with
Commencement of the next aspect or element in a manner consistent with normal construction practices
“County” means the County of Hennepin, Minnesota.
“Cure Rights” means the rights to cure a Default as specified in Section 9.4 before such Default is
deemed to be an Event of Default.
“Default” means an act or omission by the City, the Authority or Developer which becomes an
Event of Default under this Agreement if it is not cured following notice thereof from the other party
pursuant to any applicable Cure Rights.
“Default Date” has the meaning set forth in Section 4.1(a).
“Developer” means 7250 France Group, LLC, a Minnesota limited liability company, and any
subsequent fee simple owners of the 7250 Parcel, and their permitted successors and assigns, all in
accordance with this Agreement.
“Effective Date” means the date of this Agreement set forth in the preamble above.
“EIOP” means an equity and inclusion outreach plan, as more particularly described in
Section 4.9(d) and Exhibit K.
“Environmental Law” means any federal, state or local law, rule, regulation, ordinance, or other
legal requirement relating to (a) a release or threatened release of any Hazardous Material, (b) pollution or
protection of public health or the environment or (c) the manufacture, handling, transport, use, treatment,
storage, or disposal of any Hazardous Material.
“Event of Default” means any of the events by the City, the Authority or Developer described in
Article IX.
“Financing Commitments” means financing commitments, term sheets and/or other evidence of
financing commitments for the Phase 1 Minimum Improvements or the Phase 2 Minimum Improvements,
as applicable, from debt and equity sources sufficient, with all other available sources of funding, to fund
all costs to construct the Phase 1 Minimum Improvements or the Phase 2 Minimum Improvements, as
applicable, all in a form reasonably satisfactory to the Authority and disclosing (i) the identity of the
mortgage lender(s), (ii) mortgage rate and terms, and (iii) an organizational chart of Developer or 7200
Parcel Owner, as applicable, with the identity of all equity sources with greater than a 10% direct or indirect
investment in the Phase 1 Minimum Improvements or the Phase 2 Minimum Improvements, as applicable.
The Authority acknowledges and agrees that the Financing Commitments may be conditioned on items
customarily required by institutional investors and lenders (including, without limitation, adequate financial
statements, environmental review, appraisals, surveys and title).
“Go-Ahead Letter” means Developer’s letter to the City and the Authority, substantially in the form
attached as Exhibit E, and including the Financing Commitments and EIOP for the applicable Phase of the
Minimum Improvements, and stating that Developer or 7200 Parcel Owner, as applicable, is prepared to
close the Phase 1 Minimum Improvements or the Phase 2 Minimum Improvements financing, as applicable,
and is prepared to proceed with the construction of the Phase 1 Minimum Improvements or the Phase 2
Minimum Improvements, as applicable.
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“Hazardous Material” means petroleum, asbestos-containing materials, and any substance, waste,
pollutant, contaminant or material that is defined as hazardous or toxic in any Environmental Law.
“Law” means federal, state, or local governmental or quasi-governmental laws, ordinances, rules,
codes, regulations, directives, orders and/or requirements.
“Lookback Pro Forma” has the meaning set forth in Section 3.5(d)(i).
“Market Return Rate” has the meaning set forth in Section 3.5(c)(i).
“Memorandum of Agreement” means the document described in Section 10.16 and substantially
in the form shown in Exhibit G.
“Minimum Improvements” has the meaning set forth in Recital H.
“Mortgage” has the meaning set forth in Section 5.1(a).
“North/South Path” has the meaning set forth in Recital I.
“North/South Road” has the meaning set forth in Recital I.
“Phase” means each of the Phase 1 Minimum Improvements or the Phase 2 Minimum
Improvements.
“Phase 1 Approval Resolution” means City Council Resolution No. 2023-11.
“Phase 1 Building” has the meaning set forth in Recital I.
“Phase 1 City Approvals” means, collectively, the Phase 1 Approval Resolution, the Phase 1
Development Contract, the Phase 1 Development Plan, and the Phase 1 PUD Ordinance, and all other
approvals, permits, licenses, and agreements issued by or entered into with the City, the Authority, or other
governmental authority relating to the Phase 1 Minimum Improvements, the corresponding Project Area
and/or Developer.
“Phase 1 Development Contract” means that certain Site Improvement Performance Agreement
dated February 7, 2023 by and between the City and Developer and pertaining to the Phase 1 Minimum
Improvements, as may be amended, supplemented, and/or otherwise modified from time to time, and to be
recorded against the applicable portion of the Project Area.
“Phase 1 Development Plan” means the final development plans for the Phase 1 Minimum
Improvements and the Project as approved by the City pursuant to the Phase 1 Approval Resolution and
the Phase 1 PUD Ordinance, and attached hereto as Exhibit C.
“Phase 1 Minimum Improvements” has the meaning set forth in Recital I.
“Phase 1 PUD Ordinance” means City Ordinance No. 2022-13.
“Phase 1 TIF Note” has the meaning set forth in Section 3.4(a).
“Phase 2 Approval Resolution” means any authorizing resolution issued by the City Council means
any City ordinance adopted by the City Council approving any final zoning, site plan, and site improvement
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contract for the 7250 Parcel, but only to the extent such Phase 2 Approval Resolution authorizes the Phase
2 Minimum Improvements, as defined and described herein.
“Phase 2 Building” has the meaning set forth in Recital J.
“Phase 2 City Approvals” means, collectively, the Phase 2 Approval Resolution, the Phase 2
Development Contract, the Phase 2 Development Plan, and the Phase 2 PUD Ordinance, and all other
approvals, permits, licenses, and agreements issued by or entered into with the City, the Authority, or other
governmental authority relating to the Phase 2 Minimum Improvements, the corresponding Project Area
and/or Developer.
“Phase 2 Development Contract” means any site improvement performance or other site
development contract entered into by and between the City and Developer and pertaining to the Phase 2
Minimum Improvements, as may be amended, supplemented, and/or otherwise modified from time to time,
and to be recorded against the applicable portion of the Project Area.
“Phase 2 Development Plan” means the final development plans for the Phase 2 Minimum
Improvements and the Project as approved by the City pursuant to the Phase 2 Approval Resolution and
the Phase 2 PUD Ordinance.
“Phase 2 Minimum Improvements” has the meaning set forth in Recital J.
“Phase 2 Pad Site Preparation” means the (i) removal of any temporary surface parking on the 7200
Parcel permitted by the City or otherwise located on the 7200 Parcel, and (ii) 7200 Parcel being prepared,
in rough graded condition in accordance with the Phase 2 City Approvals or other applicable Law in
preparation for construction of the Phase 2 Minimum Improvements.
“Phase 2 PUD Ordinance” means any City ordinance adopted by the City Council establishing the
zoning, allowed and conditional uses, and related zoning requirements for the 7250 Parcel, but only to the
extent such Phase 2 PUD Ordinance authorizes the Phase 2 Minimum Improvements, as defined and
described herein.
“Phase 2 TIF Note” has the meaning set forth in Section 3.4(a).
“Project” means the construction and development of all Phases of the Minimum Improvements
within the Project Area in accordance with the City Approvals and this Agreement.
“Project Area” has the meaning set forth in Recital C.
“Project Site Plan” means the site plan for the Project attached as Exhibit B.
“Public Art” has the meaning set forth in Section 4.7.
“Public Path Easement” has the meaning set forth in Section 4.6(a)(ii).
“Public Plaza” has the meaning set forth in Recital I.
“Public Plaza Easement” has the meaning set forth in Section 4.6(a)(iv).
“Public Road Easement” has the meaning set forth in Section 4.6(a)(i).
“Qualified Redevelopment Costs” has the meaning set forth in Section 3.2.
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“Redevelopment Area” has the meaning set forth in Recital B.
“Related Party” means with respect to any person or entity (i) any other person or entity controlling,
controlled by or under common control with such person or entity; or (ii) any other person or other entity
in which the majority equity interest of such other person or entity is owned by the same parties that have
a majority equity interest in the first person or entity.
“Sidewalk Easement” has the meaning set forth in Section 4.6(a)(iii).
“Sidewalks and Streetscapes” has the meaning set forth in Recital H.
“State” means the state of Minnesota.
“Tax Increments” means the tax increment (as defined in the TIF Act) derived from the Project
Area which have been actually received and retained by the Authority in accordance with the provisions of
the TIF Act, including without limitation Minnesota Statutes, Section 469.177.
“TIF” means tax increment financing pursuant to the TIF Act.
“TIF Act” has the meaning set forth in Recital A.
“TIF Assistance” means reimbursement of Qualified Redevelopment Costs through payments from
the Authority to Developer of Available Tax Increments under the TIF Notes, pursuant to the terms and
conditions of Article III of this Agreement, the TIF Notes, and the TIF Act.
“TIF District” has the meaning set forth in Recital F.
“TIF Notes” means, collectively, the Phase 1 TIF Note and the Phase 2 TIF Note.
“TIF Plan” has the meaning set forth in Recital F.
“TIF Pro Forma” means separate detailed financial pro formas for each of (i) the Phase 1 Minimum
Improvements and (ii) the Phase 2 Minimum Improvements, and including, separately for each such Phase
of the Minimum Improvements (and specifically not combined for the Phases), costs, sources and uses of
financing, return calculations based on projected and/or actual (as applicable) income and expenses, in
substantially the form of the projected pro formas attached hereto as Exhibit D, and all as updated by
Developer from time to time in accordance with this Agreement based on actual and/or projected Minimum
Improvements information, as the same becomes available during the development of the Minimum
Improvements.
“Unavoidable Delays” means actual delays in the Commencement and Completion of the
Minimum Improvements or any element thereof, outside the reasonable control of Developer, to extent
such actual delays are a result of (i) unusually severe or prolonged bad weather, (ii) acts of God, acts of
war, civil unrest, terrorism, criminal conduct of third parties, fire or other casualty to the Minimum
Improvements, (iii) litigation commenced by third parties, (iv) actions or inactions of any federal, State, or
local government unit which directly result in delays, including, but not limited to, a declared emergency
under Minnesota Statutes, Chapter 12 or due to pandemic or quarantine restrictions imposed by applicable
Law, (v) strikes, or other labor trouble, industry-wide material shortages and delays in delivery, labor
shortages; (vi) concealed or unknown site conditions not revealed and not reasonably anticipated prior to
the Effective Date; (vii) pandemic and outbreaks of Covid-19 and variants thereof; and/or (viii) other events
beyond Developer’s reasonable control which Developer could not reasonably foresee would occur and
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which Developer would have been reasonably expected to take measures to avoid or minimize, in each
case, not resulting from the act or omission of Developer (or its contractors, subcontractors, agents, or
employees), and in each instance to the extent Developer gives written notice to the Authority and City
within 30 days after either the occurrence of such event giving rise to each Unavoidable Delay or
Developer’s reasonable realization that the occurrence will cause an Unavoidable Delay.
Article II
Representations and Warranties
2.1 Representations and Warranties of the City. The City makes the following representations
and warranties:
(a) The City is a Minnesota municipal corporation and has the power to enter into this
Agreement and carry out its obligations hereunder. The City has duly authorized the execution, delivery
and performance of this Agreement.
(b) There is not pending, nor to the best of the City’s knowledge is there threatened,
any suit, action or proceeding against the City before any court, arbitrator, administrative agency or other
governmental authority that may materially and adversely affect the validity of any of the transactions
contemplated hereby, the ability of the City to perform its obligations hereunder or as contemplated hereby,
or the validity or enforceability of this Agreement.
(c) To the best of the City’s knowledge and belief, no member of the City Council or
officer of the City, has either a direct or indirect financial interest in this Agreement, nor will any City
Councilmember or officer of the City, benefit financially from this Agreement within the meaning of
Minnesota Statutes, Section 469.009, as amended.
(d) The execution, delivery and performance of this Agreement, and any other
documents, instruments or actions required or contemplated pursuant to this Agreement by the City does
not, and consummation of the transactions contemplated therein and the fulfillment of the terms thereof
will not conflict with or constitute on the part of the City a breach of or default under any existing agreement
or instrument to which the City is a party or violate any law, charter or other proceeding or action
establishing or relating to the establishment and powers of the City or its officers, officials or resolutions.
2.2 Representations and Warranties of the Authority. The Authority makes the following
representations and warranties:
(a) The Authority is a public body corporate and politic and a governmental
subdivision of the State, duly organized and existing under State law and the Authority has the authority to
enter into this Agreement and carry out its obligations hereunder.
(b) Except as provided in this Agreement, and provided that the Authority will fund
fiscal disparities from within the TIF District, in accordance with Minnesota Statutes, Section 469.177,
subdivision 3, the Authority agrees to retain all of the captured net tax capacity of the Project Area to
finance the Qualified Redevelopment Costs as provided in this Agreement, and will elect that the duration
of the TIF District will be the maximum duration permitted by the TIF Act. The Authority will not
voluntarily take any action to reduce the amount of captured tax capacity retained to finance the Qualified
Redevelopment Costs or to further reduce the duration of the District until the amount paid to Developer
from Available Tax Increments reaches the maximum amount specified in Article III.
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(c) The execution, delivery and performance of this Agreement and any other
documents or instruments required pursuant to this Agreement by the Authority does not, and
consummation of the transactions contemplated therein and the fulfillment of the terms thereof will not,
conflict with or constitute on the part of the Authority a breach of or default under any existing (i) indenture,
mortgage, deed of trust or other agreement or instrument to which the Authority is a party or by which the
Authority or any of its property is or may be bound, (ii) legislative act, constitution or other proceeding
establishing or relating to the establishment of the Authority or its officers or its resolutions, or (iii) any
Minnesota statute or any provisions of any bond, debenture, loan agreement, regulation or order of the
United States of America or the State, or any agency or political subdivisions thereof or any court order or
judgment in any proceeding to which the Authority is or was a party by which it is bound.
(d) There is not pending, nor to the best of the Authority’s knowledge is there
threatened, any suit, action or proceeding against the Authority before any court, arbitrator, administrative
agency or other governmental authority that may materially and adversely affect the validity of any of the
transactions contemplated hereby, the ability of the Authority to perform its obligations hereunder or as
contemplated hereby, or the validity or enforceability of this Agreement.
(e) To the best of the Authority’s knowledge and belief, no member of the Board of
the Authority or officer of the Authority, has either a direct or indirect financial interest in this Agreement,
nor will any Commissioner of the Authority or officer of the Authority, benefit financially from this
Agreement within the meaning of Minnesota Statutes, Section 469.009, as amended.
2.3 Representations and Warranties of Developer. Developer represents and warrants that:
(a) Developer and 7200 Parcel Owner are each a limited liability company organized
and in good standing under the laws of the state of Minnesota, are not in violation of any provisions of its
operating agreement or other organizational documents or the laws of the State, have power to enter into
this Agreement and has duly authorized the execution, delivery and performance of this Agreement by
proper action of its members.
(b) Developer currently owns marketable fee title to the 7250 Parcel. 7200 Parcel
Owner currently owns marketable fee title to the 7200 Parcel. 7200 Parcel Owner is a Related Party of
Developer and shall remain a Related Party of Developer, subject to the applicable terms and conditions of
this Agreement.
(c) The execution and delivery of this Agreement and the consummation of the
transactions contemplated thereby, and the fulfillment of the terms and conditions thereof do not and will
not conflict with or result in a breach of any material terms or conditions of Developer’s organizational
documents, any restriction or any agreement or instrument to which Developer is now a party or by which
it is bound or to which any property of Developer is subject, and do not and will not constitute a default
under any of the foregoing or to the best of Developer’s knowledge be a violation of any order, decree,
statute, rule or regulation of any court or of any state or Federal regulatory body having jurisdiction over
Developer or its properties, including its interest in the Minimum Improvements, and do not and will not
result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the
property or assets of Developer contrary to the terms of any instrument or agreement to which Developer
is a party or by which it is bound.
(d) To the best of Developer’s knowledge and belief, the execution and delivery of
this Agreement will not create a conflict of interest prohibited by Minnesota Statutes, Section 469.009, as
amended.
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(e) Developer would not construct the Phase 1 Minimum Improvements, but for the
execution of this Agreement and the TIF Assistance for the Qualified Redevelopment Costs and other public
assistance contemplated to be made available hereunder.
(f) There are no pending or to the best of Developer’s knowledge, threatened legal
proceedings, of which Developer has notice, contemplating the liquidation or dissolution of Developer or
threatening its existence, or seeking to restrain or enjoin the transactions contemplated by the Agreement,
or questioning the authority of Developer to execute and deliver this Agreement or the validity of this
Agreement.
(g) Neither Developer nor any Related Party of Developer is currently delinquent in
the payment of any business, occupation, sales, use, gross receipts, rental, real and personal property and
other similar taxes imposed with respect to any real property owned or leased by any of such parties in the
State.
(h) Developer has not received any notice from any local, state or federal official that
the activities of Developer or the Authority with respect to the Project Area may or will be in violation of
any Environmental Law, except as has been identified in any report, audit, inspection or survey, undertaken
by or provided to the City and the Authority. Developer represents that to the best of Developer’s
knowledge: (i) it is not aware of any state or federal claim filed or planned to be filed by any party relating
to any violation of any local, state or federal Environmental Law, regulation or review procedure, and (ii)
it is not aware of any violation of any local, state or federal law, regulation or review procedure which
would give any person a valid claim under any Environmental Law, including the Minnesota Environmental
Rights Act or the Minnesota Environmental Policy Act.
(i) Developer reasonably expects that it and Parcel 7200 Owner will each be able to
obtain private financing in an amount sufficient, together with funds provided by the Authority and any
other public agencies, to enable Developer and Parcel 7200 Owner, as applicable, to successfully construct
the Minimum Improvements, as provided herein.
Article III
TIF Assistance
3.1 Creation of TIF District; Certification. The Authority and City have taken all necessary
actions to create and establish the TIF District as of the Effective Date. The TIF District has been created
and established as a “redevelopment” district under the TIF Act. The Authority will cause the TIF District
to be certified prior to June 30, 2023, such that Tax Increments will be available commencing in the
calendar year 2026. Developer acknowledges and agrees that the Authority and the City may take
appropriate steps to modify the TIF District in the future, including, without limitation, incorporating
additional land into the TIF District. Developer shall cooperate with the Authority and the City with any
such future modification, including to execute and deliver any supplements or modifications to this
Agreement that are reasonably required in connection therewith, provided that no such modification or
supplement shall (a) increase any obligation of Developer hereunder or (b) adversely affect any right of or
benefit of Developer hereunder. All TIF Assistance hereunder must be in accordance with the Authority’s
TIF policy.
3.2 Phase 1 Minimum Improvements Qualified Redevelopment Costs. Costs and expense for
the items described below, initially paid by Developer from Developer’s own sources and incurred in
furtherance of the construction and development of the Phase 1 Minimum Improvements, shall be eligible
for TIF Assistance under the terms and conditions of this Agreement (collectively, “Qualified
Redevelopment Costs”):
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Qualified Redevelopment Costs for
Phase 1 Minimum Improvements
Approx.
Cost
1.
Reimbursement for demolition of two obsolete
structures, including remediation of environmental
contamination $1,472,554
2.
Site improvements required under Phase 1
Development Plan including site preparation, utilities,
and dewatering, excluding costs of Items #3, 4, 5, 7, 9,
10 and 11 (construction costs)
$1,172,805
3. Soil corrections (soil import/export, geo piers,
shoring) $910,000
4. North/South Road (construction costs) $563,020
$1,339,630 5. North/South Path (construction costs) $234,431
6. Portion of land cost (50%) for North/South Road and
North/South Path $542,179
7. Public Plaza (construction costs) $1,044,052
$1,532,594 8. Portion of land cost (25%) for Public Plaza and
Sidewalks and Streetscapes $388,542
9. Public Art $100,000
10. Sidewalks and Streetscapes $310,706
11. Storm water holding area in northwest portion of
Project Area (construction costs) $503,674
12. Construction costs for upgrade from LEED certified to
LEED Silver $1,309,701
13. Costs reimbursable to the City and Authority as
provided in Section 7.1. $300,000
14.
Professional design and engineering costs of Items #2,
3, 4, 5, 7, 10, 11, and 12 (estimated at 10% of Phase 1
Minimum Improvements hard costs) $604,838
Total = $9,456,502
The actual amount of Qualified Redevelopment Costs within each of the foregoing categories may be
allocated among such categories, subject to reasonable review and approval by the Authority, and provided
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that Developer must provide reasonable evidence of the actual amounts of Qualified Redevelopment Cost
actually incurred or committed in each such category.
3.3 No TIF Assistance for Phase 2 Minimum Improvements . Notwithstanding anything to the
contrary herein, costs and expenses incurred by Developer in furtherance of the construction and
development of the Phase 2 Minimum Improvements shall not be eligible for TIF Assistance under this
Agreement.
3.4 TIF Notes.
(a) TIF Notes. In order for Developer to obtain the TIF Assistance contemplated by
this Agreement, the Authority shall issue, subject to the terms and conditions of this Agreement, two (2)
“pay-as-you-go” TIF notes (each a “TIF Note” and collectively, the “TIF Notes”) to Developer in the
aggregate principal amount of up to $7,550,000 (the “Maximum Principal Amount”). One TIF Note shall
be issued after the Completion of the Phase 1 Minimum Improvements (“Phase 1 TIF Note”) and
Developer’s satisfaction of the other conditions to issuance of the Phase 1 TIF Note set forth in Section
3.4(d). The maximum original principal amount of the Phase 1 TIF Note shall be $5,935,000. The second
TIF Note shall be issued upon the Completion of the Phase 2 Minimum Improvements (“Phase 2 TIF Note”)
and Developer’s satisfaction of the other conditions to issuance of the Phase 2 TIF Note set forth in
Section 3.4(e). The maximum original principal amount of the Phase 2 TIF Note shall be $1,615,000. Each
TIF Note shall be issued in substantially the form attached as Exhibit H.
(b) TIF Note Interest. The TIF Notes shall bear simple interest on the unpaid principal
balance thereof at a fixed rate equal to the lesser of:
(i) the rate of interest charged by the lender providing the initial permanent
financing (including any mini-perm loan used to pay-off the initial construction financing)
in place following Completion of the Phase 1 Minimum Improvements which is secured
by a first priority Mortgage on the Phase 1 Building; and
(ii) 6.50% per annum;
which rate shall be calculated for both TIF Notes once as of the date of the issuance of the Phase 1 TIF
Note.
(c) Payments and Interest. Semi-annual payments on the TIF Notes from Available
Tax Increment and accrual of interest on the unpaid principal balance of such TIF Note will commence
upon the Authority’s issuance of such TIF Note, all in accordance with terms and condition set forth in such
TIF Note.
(d) Condition of Issuance of the Phase 1 TIF Note. The Authority’s obligation to issue
the Phase 1 TIF Note to Developer is subject to satisfaction of each of the following conditions:
(i) the Certificate of Completion for the Phase 1 Minimum Improvements
shall have been issued by the Authority in accordance with Section 4.12;
(ii) Developer shall have provided evidence satisfactory to the Authority that
Developer has actually incurred (A) Qualified Redevelopment Costs in an amount equal to
at least the amount of the requested Phase 1 TIF Note and (B) total Phase 1 Minimum
Improvements costs corresponding to the line item detail shown in the initial projected TIF
Pro Forma attached as Exhibit D;
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(iii) Developer shall have provided the updated TIF Pro Forma reflecting the
actual costs of the Phase 1 Minimum Improvements to the Authority, and the Authority
shall have completed their review, analysis, and audit of the same as necessary to determine
the original principal amount of the Phase 1 TIF Note in accordance with Section 3.5(c);
(iv) Developer shall have provided the Authority with an updated accounting
of all applicable actual contingency funds and/or escalation allowances for the
corresponding Phase of the Minimum Improvements and the Authority shall have
confirmed such funds were applied and allocated in a manner consistent with Section
3.5(c)(iii);
(v) Developer shall have submitted documentation necessary to secure all
grant payments as well as other documents to administer the closing of all grant
agreements;
(vi) Neither Developer, 7200 Parcel Owner, nor any other applicable owner of
a portion of the Project Area shall have requested or received a waiver or reduction of any
required park dedication fees; and
(vii) No Developer Default or Developer Event of Default exist under this
Agreement and no default by Developer or default by 7200 Parcel Owner shall exist under
any of the City Approvals, City Easements, or any other agreement pertaining to the
Project, beyond any applicable notice and cure periods.
(e) Condition of Issuance of the Phase 2 TIF Note. The Authority’s obligation to issue
the Phase 2 TIF Note to Developer is subject to satisfaction of each of the following conditions:
(i) by no later than December 31, 2025 Developer shall have caused the
Phase 2 Pad Site Preparation to be Completed, or such later date that the Authority may
agree to in writing, including, without limitation, by any extension of the applicable Default
Date that may be granted by the Authority’s Authorized Representative under Section 4.1;
(ii) the Certificate of Completion for the Phase 2 Minimum Improvements
shall have been issued by the Authority in accordance with Section 4.12;
(iii) Developer shall have satisfied all the conditions to issuance of the Phase 1
TIF Note in accordance with Section 3.4(d).
(iv) Developer shall have provided the updated TIF Pro Forma reflecting the
actual costs of the Phase 2 Minimum Improvements to the Authority, and the Authority
shall have completed their review, analysis, and audit of the same as necessary to determine
the original principal amount of the Phase 2 TIF Note in accordance with Section 3.5(c);
(v) Developer shall have provided the Authority with an updated accounting
of all applicable actual contingency funds and/or escalation allowances for the
corresponding Phase of the Minimum Improvements and the Authority shall have
confirmed such funds were applied and allocated in a manner consistent with
Section 3.5(c)(iii);
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(vi) Developer shall have submitted documentation necessary to secure all
grant payments as well as other documents to administer the closing of all grant
agreements;
(vii) Neither Developer, 7200 Parcel Owner, nor any other applicable owner of
a portion of the Project Area shall have requested or received a waiver or reduction of any
required park dedication fees; and
(viii) No Developer Default or Developer Event of Default exist under this
Agreement and no default by Developer or default by 7200 Parcel Owner shall exist under
any of the City Approvals, City Easements, or any other agreement pertaining to the
Project, beyond any applicable notice and cure periods.
(f) Combination of the TIF Notes. Upon the request of either the Authority or
Developer to the other party, any such request to be made in connection with the issuance of the Phase 2
TIF Note or any time after issuance of the Phase 2 TIF Note, the TIF Notes issued by the Authority to
Developer hereunder may be combined into a single TIF Note, in an amount equal to the then aggregate
unpaid principal balance of the TIF Notes and otherwise containing the same terms and conditions of the
then existing TIF Notes. If either party makes such request, Developer shall promptly surrender the original
TIF Notes to the Authority and the Authority will reissue a single TIF Note in accordance with this section.
Upon issuance of such a combined TIF Note, all references in this Agreement to the Phase 1 TIF Note, the
Phase 2 TIF Note, or the TIF Note, shall thereafter refer to such combined TIF Note.
(g) No Representation or Warranty. Payments of principal and interest under the TIF
Notes shall be payable solely from Available Tax Increments. The Authority does not represent or warrant
the amounts of Available Tax Increments that will be available for payment principal and interest under the
TIF Notes. The Authority will not reimburse Developer for Qualified Redevelopment Costs from Authority
revenues, other than from Available Tax Increments, nor guaranty the amount of money which Developer
will receive as a reimbursement, such amount being payable solely from the Available Tax Increments in
accordance with this section, unless the Authority elects, in its sole and absolute discretion, with no
obligation to do so, to pay down the TIF Notes from other funds.
3.5 TIF Assistance and Potential Adjustment.
(a) Generally. The financial assistance to Developer under this Agreement is based on
certain assumptions regarding anticipated costs and expenses associated with constructing the Minimum
Improvements. Specifically, the maximum aggregate principal amount of the TIF Notes have been
determined based on the amount of assistance needed to make the Minimum Improvements financially
feasible, as shown in the initial projected TIF Pro Forma attached as Exhibit D. The Authority and
Developer agree that those assumptions will be reviewed at the times described in this section, and that the
amount of TIF Assistance provided herein shall be adjusted in accordance with this Section 3.5.
(b) Definitions. For the purposes of this Agreement, the following terms have the
following meanings:
(i) “7200 Parcel Sale” means a sale of the 7200 Parcel which occurs before
the Completion of the Phase 2 Minimum Improvements.
(ii) “7200 Parcel Sale Net Proceeds” means the amount of net proceeds
received by a 7200 Parcel Owner that is a Related Party of Developer from a 7200 Parcel
Sale, which are in excess of (A) the 7200 Parcel land basis as shown in the initial projected
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TIF Pro Forma attached hereto, plus (B) customary 7200 Parcel holding costs incurred after
the date hereof and before any such sale, as reasonably determined by the Authority.
(iii) “Cash Flow” means Net Operating Income derived from the Project Area
less debt service (principal and interest) with respect to the Mortgage loan(s) encumbering
the Project Area.
(iv) “Cash-on-Cost Return” means Net Operating Income divided by the sum
of the total actual cost of the Minimum Improvements (less any grants, forgivable loans,
or City, Authority, federal or State funds received by Developer and/or the 7200 Parcel
Owner for any Phase of the Minimum Improvements) as set forth in an updated actual TIF
Pro Forma. For purposes of clarity, an example calculation of the Cash-On-Cost Return is
included in the initial projected TIF Pro Forma attached as Exhibit D.
(v) “IRR” means the internal rate of return for the Minimum Improvements,
where the IRR is calculated as the annualized return of the annual Cash Flow over the
applicable period on Developer’s or the 7200 Parcel Owner’s, as applicable, actual
utilization of equity for Project costs.
(vi) “Net Operating Income” means total income and other project-derived
revenue from the Minimum Improvements, including payments under the TIF Notes, less
Operating Expenses.
(vii) “Operating Expenses” means reasonable and customary expenses incurred
in operating the Minimum Improvements, including, but not limited to all management and
related expenses, all real estate taxes and special assessments for the Project Area.
(c) Confirmation of TIF Assistance Upon Completion of Each Phase.
(i) Market Return Rate. After Completion of the applicable Phase of the
Minimum Improvements, Developer shall provide to the Authority an updated actual TIF
Pro Forma based on actual, documented costs of the corresponding Phase of the Minimum
Improvements completed and any reasonable and relevant information and documentation
as the Authority requires in order to calculate the reasonably anticipated Cash-on-Cost
Return for the Minimum Improvements and to otherwise confirm that the “but for” finding
adopted by the City and the Authority continues to be satisfied. In the event that the Phase
2 Minimum Improvements have not been completed at the time of calculation, the assumed
costs for the Phase 2 Minimum Improvements shown in the initial TIF Pro Forma attached
as Exhibit D shall be used for the calculation. The Authority may retain a financial advisor,
accountant, and/or other professional with similar expertise to audit the submitted TIF Pro
Forma, at Developer’s cost. If the submitted TIF Pro Forma demonstrates that the Cash-
on-Cost Return for the Minimum Improvements exceeds 8.50% (the “Market Return
Rate”), then the amount of TIF Assistance provided herein, as reflected in the principal
amount of the TIF Notes, shall be reduced based on the actual TIF Assistance that is
sufficient to achieve the Market Return Rate based on the submitted TIF Pro Forma. In
calculating the Market Return Rate, all hard and soft costs, including professional fees for
the Minimum Improvements, will be limited to such the amount and nature of such costs
comparable with industry standards for projects similar to the Minimum Improvements.
Notwithstanding anything herein the contrary and for avoidance of doubt, the Phase 1 TIF
Note will not be reduced after its issuance if it is determined upon Completion of the Phase
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2 Minimum Improvements that the Cash-on-Cost Return for the Minimum Improvements
exceeds the Market Return Rate. Instead, only the principal amount of the Phase 2 TIF
Note will be subject to reduction in accordance with the foregoing paragraph as determined
after any Completion of the Phase 2 Minimum Improvements. In the event that the
reduction is greater than the principal amount of the Phase 2 TIF Note, no amounts shall
be owed.
(ii) 7200 Parcel Sale Net Proceeds. Notwithstanding anything to the contrary
in the foregoing:
(A) if there is a 7200 Parcel Sale before the issuance of the Phase 1
TIF Note, then the 7200 Parcel Sale Net Proceeds from such 7200 Parcel Sale shall
be used to offset the documented costs of the Phase 1 Minimum Improvements to
determine any TIF Assistance adjustment and sizing of the Phase 1 TIF Note based
on the Market Return Rate in accordance with Section 3.5(c)(i), and
(B) if there is a 7200 Parcel Sale after the issuance of the Phase 1 TIF
Note and before the issuance of the Phase 2 TIF Note, then the 7200 Parcel Sale
Net Proceeds from such 7200 Parcel Sale shall be used to offset the previously
documented costs of the Phase 1 Minimum Improvements to determine any TIF
Assistance adjustment and sizing of the Phase 2 TIF Note based on the Market
Return Rate in accordance with Section 3.5(c)(i).
(iii) Contingency Funds and Allowances. The maximum principal amount of
the TIF Notes is currently calculated using the contingency funds and escalation
allowances set forth in the initial projected TIF Pro Forma attached as Exhibit D.
Developer shall provide the Authority documentation identifying the actual use of all
contingency funds and escalation allowances and the same shall be identified in detail in
the updated actual TIF Pro Forma delivered in accordance with Section 3.5(c)(i). For
purposes of the TIF Assistance provided herein and the final principal amount of the TIF
Notes, all contingency funds and escalation allowances shall be used only for costs related
to actual, documented increased costs for the Minimum Improvements, and the principal
amount of the TIF Notes may be reduced if any such contingency funds and/or escalation
allowances have been used by Developer or the 7200 Parcel Owner, as applicable, (A) for
material changes to the Minimum Improvements not approved by the Authority hereunder,
(B) in a manner that enhances any private spaces of the Minimum Improvements, and/or
(C) for costs or expenses unrelated to the Minimum Improvements.
(iv) Developer Fee. In no case shall the developer fee for either Phase exceed
5.0% of the total actual costs of the Minimum Improvements for the applicable Phase, each
as shown in an updated actual TIF Pro Forma prepared after Completion of each such Phase
of the Minimum Improvements.
(v) Conservation Easement. Developer and/or 7200 Parcel Owner may pursue
a conservation easement on the northwesterly portion of the Project Area. Developer will
keep the Authority informed on this activity. All income or other economic benefit derived
from or related to any such conservation easement shall be included the financial
accounting for the Project and shall be taken into consideration by the Authority when the
Authority reviews the updated actual TIF Pro Forma and other information under Article
III prior to issuing the TIF Notes and in connection with any Lookback Pro Forma
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(d) Lookback; Excess Return; TIF Adjustment.
(i) Upon the earlier of:
(A) the 15th anniversary of the date of issuance of the Phase 1 TIF
Note if the Phase 2 Minimum Improvements are a Phase 2 Hotel Project, or the
10th anniversary of the date of issuance of the Phase 1 TIF Note if the Phase 2
Minimum Improvements are a Phase 2 Residential Project, and
(B) 30 days prior to closing on a sale of all or a part of the Phase 1
Minimum Improvements to any party other than a Related Party of Developer
occurring prior to the date upon which the TIF Notes are paid in full or terminated
hereunder,
Developer shall submit to the Authority an updated TIF Pro Forma and any other
reasonable and relevant information and documentation as the Authority requires
in order to calculate the IRR for the Minimum Improvements as of such date (the
“Lookback Date”), including, without limitation, a certified cost and revenue
analysis, including for any applicable sale or then-current appraised value, in each
case, prepared in accordance with generally accepted accounting principles (the
“Lookback Pro Forma”). This analysis will include, without limitation all
acquisition costs, Qualified Redevelopment Costs, and all other improvement and
redevelopment costs incurred by Developer and/or the 7200 Parcel Owner for the
Minimum Improvements identified within the Lookback Pro Forma, as well as
historical Net Operating Income, debt service, and TIF Notes payments. This
analysis will also include any 7200 Parcel Sale Net Proceeds if there has been a
7200 Parcel Sale. The Authority may retain a financial advisor, accountant,
appraiser, and/or other professional with similar expertise to audit the submitted
Lookback Pro Forma, at Developer’s cost.
(ii) The Lookback Pro Forma and related information shall be used by the
Authority to determine whether the Minimum Improvements as of the Lookback Date
yielded an Excess Return (defined below). The IRR shall be used to measure any Excess
Return in accordance with the following sliding scale:
Lookback Date
IRR beyond which
Excess Return is
created
Before the fourth (4th) anniversary of the
date of the Go-Ahead Letter for the Phase
1 Minimum Improvements
22.0%
From fourth (4th) anniversary of the Go-
Ahead Letter for the Phase 1 Minimum
Improvements to the seventh (7th)
anniversary of the Go-Ahead Letter for
the Phase 1 Minimum Improvements
19.0%
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After the seventh (7th) anniversary of the
Go-Ahead Letter for the Phase 1
Minimum Improvements
16.0%
(iii) If the actual IRR on the Minimum Improvements as of the Lookback Date
(including any applicable sale proceeds) exceeds the applicable IRR in the table above,
then the dollar value of the proceeds and other cash flow received by Developer to cause
the actual IRR to exceed the applicable IRR shall be the “Excess Return”. If any Excess
Return exists, then the outstanding principal balance of the TIF Notes will be reduced to
eliminate such Excess Return. If any Excess Return exceeds the then outstanding principal
balance of the TIF Notes, Developer shall pay such excess (the “TIF Adjustment”) in
lawful money of the United States within 30 days from the date on which the Authority
gives Developer notice of the amount of the TIF Adjustment due to the Authority;
provided, however, in no event shall the TIF Adjustment exceed the aggregate sum of all
payments (both principal and interest) actually made by the Authority to Developer under
the TIF Notes.
(iv) Until the Authority is paid the TIF Adjustment in full, the Authority shall
have a lien in its favor upon the 7250 Parcel to secure the amount of the TIF Adjustment.
Such lien shall attach and take effect from the date the Excess Return is calculated by the
Authority as contemplated by this section. Any such lien may be foreclosed as a mortgage
on real estate if the TIF Adjustment is not paid by the date required by this section. A lien
under this section is prior to all other liens and encumbrances on the 7250 Parcel except
(1) the first priority Mortgage on the 7250 Parcel; (2) liens for real estate taxes and other
governmental assessments or charges against the Phase 1 Minimum Improvements; and
(3) all leases executed prior to the date that the lien attaches and takes effect. The parties
will reasonably cooperate with the sale process and work in good faith to promptly
determine any TIF Adjustment such that any TIF Adjustment is paid by Developer at or
before the closing of the sale of the Phase 1 Minimum Improvements so as to avoid any
unreasonable delay to the closing of such sale.
(v) If the Minimum Improvements have not yielded an Excess Return as of
the Lookback Date, then payments on the TIF Notes shall continue pursuant to the terms
of the existing TIF Notes.
(vi) For purposes of clarity, example calculations of the TIF Adjustment
pursuant to this Section 3.5(d) are attached hereto in Exhibit I.
3.6 Assignment of Note. Subject to Developer’s compliance with the terms and conditions of
this Section 3.6, the TIF Notes will transfer to Developer’s successor at the time of any assignment of this
Agreement by Developer made in accordance with Section 8.2. Except for such assignments, the TIF Notes
shall not be assignable or transferable without the prior written consent of the Authority (which consent
may be granted by the Authority’s Authorized Representative in accordance with, and subject to the terms
of, Section 10.9), and which consent shall not be unreasonably withheld (subject to, without limitation, the
provisions of Section 8.2(b)); provided, however, Developer may, without the Authority’s consent, but
upon prior written notice to the Authority (a) assign the TIF Notes, together with Developer’s rights and
obligations under this Agreement to a Related Party or a joint venture entity pursuant to Section 8.2(a)(iv)
hereof and/or (b) collaterally assign Developer’s rights and obligations under this Agreement and the TIF
Notes to the holder of any Mortgage that is permitted under the terms of Section 5.1. Notwithstanding
anything herein to the contrary, as a condition to any transfer or assignment of the TIF Notes, any assignee
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or transferee must execute and deliver to the Authority a certificate, in form and substance reasonably
satisfactory to the Authority, pursuant to which, among other things, such assignee or transferee
acknowledges and represents:
(i) the limited nature of the Authority’s payment obligations under the TIF
Notes;
(ii) that the TIF Notes is being acquired for investment for such assignee’s or
transferee’s own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof;
(iii) that the assignee or transferee has no present intention of selling, granting
any participation in, or otherwise distributing the same;
(iv) that the assignee or transferee, either alone or with such assignee’s or
transferee’s representatives, has knowledge and experience in financial and business
matters and is capable of evaluating the merits and risks of the prospective investment in
the TIF Notes and the assignee or transferee is able to bear the economic consequences
thereof;
(v) that in making its decision to acquire the TIF Notes, the assignee or
transferee has relied upon independent investigations made by the assignee or transferee
and, to the extent believed by such assignee or transferee to be appropriate, the assignee’s
or transferee’s representatives, including its own professional, tax and other advisors, and
has not relied upon any representation or warranty from the Authority, or any of its officers,
employees, agents, affiliates or representatives, with respect to the value of the TIF Notes;
(vi) that the Authority has not made any warranty, acknowledgment or
covenant, in writing or otherwise, to the assignee or transferee regarding the tax
consequences, if any, of the acquisition and investment in the TIF Notes;
(vii) that the assignee or transferee or its representatives have been given a full
opportunity to examine all documents and to ask questions of, and to receive answers from,
the Authority and its representatives concerning the terms of the TIF Notes and such other
information as the assignee or transferee desires in order to evaluate the acquisition of and
investment in the TIF Notes and all such questions have been answered to the full
satisfaction of the assignee or transferee;
(viii) that the assignee or transferee has evaluated the merits and risks of
investment in the TIF Notes and has determined that the TIF Notes is a suitable investment
for the assignee or transferee in light of such party’s overall financial condition and
prospects;
(ix) that the TIF Notes will be characterized as “restricted securities” under the
federal securities laws because the TIF Notes are being acquired in a transaction not
involving a public offering and that under such laws and applicable regulations such
securities may not be resold without registration under the Securities Act of 1933, as
amended, except in certain limited circumstances; and
(x) for purposes of federal securities laws, that no market for the TIF Notes
exists and no market for the TIF Notes is intended to be developed.
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3.7 Action to Reduce Taxes.
Throughout the term of this Agreement, neither Developer nor 7200 Parcel Owner shall take any
action, and suffer no circumstances to exist or action to be taken by others (to the extent Developer may
prevent the same), the effect of which would be to render the Project Area or any portion thereof to be no
longer generally subject to real property taxation. Before the expiration or termination of this Agreement,
neither Developer nor 7200 Parcel Owner shall:
(a) seek administrative review or judicial review of the applicability of any tax statute
relating to the taxation of the Project Area determined by any tax official to be applicable or raise the
inapplicability of any such tax statute as a defense in any proceedings, including delinquent tax proceedings;
(b) seek administrative review or judicial review of the constitutionality of any tax
statute relating to the taxation of the Project Area determined by any tax official, or raise the
unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax
proceedings; or
(c) seek any tax deferral or abatement, either presently or prospectively authorized
under any state or federal law, of the taxation of the Project Area.
Article IV
Project Requirements
4.1 Commencement and Completion of Minimum Improvements. The timeline for the
Commencement and Completion of the Minimum Improvements is identified in this Section 4.1. Following
Commencement, construction or other activity must continue in a sequence consistent with normal
redevelopment and construction practices. Failure to meet any of the dates identified as “Default Date”
shall be considered a Default, unless mutually determined to be the result of Unavoidable Delay. The
Commencement and Completion timeline for the Minimum Improvements is as follow:
Phase 1 Minimum Improvements
Description of Work
Commencement Date Completion Date
Anticipated Default Date* Anticipated Default Date*
Site Remediation 06/01/2023 12/1/2023 08/01/2023 02/01/2024
Specified Site Preparation 06/01/2023 12/1/2023 08/01/2023 02/01/2024
Foundation 08/01/2023 02/01/2024 10/01/2023 04/01/2024
Building Shell Construction 02/01/2024 08/01/2024 02/01/2025 12/31/2025
Public Benefit Improvements
Construction 06/01/2023 12/01/2023 02/01/2025 12/31/2025
Completion of Phase 1 Minimum
Improvements
Not
applicable Not applicable 02/01/2025 12/31/2025
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Phase 2 Minimum Improvements
Pad Site Preparations 6/1/2024 Not applicable Not applicable 12/31/2025
Phase 2 Minimum Improvements
Description of Work
Commencement Date Completion Date
Anticipated Default Date* Anticipated Default Date*
Phase 2 City Approvals 10/11/2023 04/11/2024 12/31/2023 12/31/2024
Phase 2 Pad Site Preparation 6/1/2024 Not applicable Not applicable 12/31/2025
Building Shell Construction 8/1/2024 Not applicable Not applicable 03/1/2026
Completion of Phase 2 Minimum
Improvements Not applicable Not applicable 10/04/2024 05/1/2027
*Notwithstanding the foregoing or anything else in this Agreement to the contrary, in accordance with, and
subject to the terms of, Section 10.9, the Authority’s Authorized Representative is authorized to approve
extensions of one or more of the above Default Dates, not to exceed one (1) year beyond the applicable
above-stated Default Date(s), if and to the extent any such extension(s) is/are reasonably requested by
Developer.
4.2 Zoning and Land Use Approvals. Nothing in this Agreement shall limit the authority of the
City with respect to zoning and land use approvals. Subject to the foregoing, the staff of the Authority shall
cooperate with Developer and assist Developer in the processing and obtaining of zoning and land use
approvals. Developer shall be responsible for applying for and obtaining all land use and zoning approvals
necessary for the Minimum Improvements, including, without limitation, any conditions contained in the
City Approvals. All zoning and land use approvals shall be by the City Council or the City Planning
Commission in accordance with the ordinances of the City. Notwithstanding the foregoing and for
avoidance of doubt, in addition to the Authority’s other rights and remedies hereunder, the Authority’s
consent shall be required for any material changes to the Minimum Improvements, specifically including,
without limitation, changes to the scale, massing or exterior finish materials set forth in the original City
Approvals that could reduce the taxable value of the Project Area
4.3 Building and Construction Permits. Nothing in this Agreement shall limit the governmental
authority of the City with respect to its building and construction permitting process for the Project.
Developer shall comply with, and cause 7200 Parcel Owner to comply with, all applicable City building
codes and construction requirements and shall be responsible for obtaining all building permits prior to
construction.
4.4 Restrictions on Development. Developer may not construct or permit construction of any
of the Minimum Improvements until Developer satisfies, or causes satisfaction of, the following conditions:
(a) The Phase 1 Development Contract or Phase 2 Development Contract, as
applicable, is executed and recorded against the applicable portion of the Project Area, and causes any lien
holder affecting any of the Project Area to subject its interest as provided in this Agreement and in the
Phase 1 Development Contract and/or the Phase 2 Development Contract, as applicable.
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(b) Satisfaction all of the conditions precedent to construction of the applicable Phase
of the Minimum Improvements established by the City in the applicable City Approvals; and
(c) Developer and 7200 Parcel Owner execute and record a Memorandum of
Agreement in accordance with Section 10.16 hereof.
4.5 Submission and Approval of Evidence of Financing. No later than the issuance of the
applicable construction or building permit for each Phase of the Minimum Improvements (but excluding
demolition permits), Developer or 7200 Parcel Owner, as applicable, shall provide the Authority with a Go-
Ahead Letter for the applicable Phase of the Minimum Improvements, including the Financing
Commitments for both debt and equity Phase of the Minimum Improvements. If Developer or 7200 Parcel
Owner, as applicable, fails to submit a Go-Ahead Letter and the foregoing information acceptable to the
Authority within said period of time or any additional period to which the Authority may agree, the
Authority may notify Developer of its failure to comply with the requirement of this Section 4.5, such
failure being a Default hereunder.
4.6 Public Easements.
(a) Developer shall grant, and/or shall have caused the then-current owner of the
applicable portion of Project Area to grant, to the City or the Authority (at City and Authority’s discretion)
the following easements with respect to the Minimum Improvements (each a “City Easement”, and
collectively the “City Easements”):
(i) A permanent, public easement for access and use of the North/South Road
(the “Public Road Easement”). The Public Road Easement shall be granted pursuant to
easement agreement(s) in the form as required in the Phase 1 City Approvals or City
ordinances and to be prepared by the City attorney.
(ii) A permanent, public easement for access and use of the North/South Path
(the “Public Path Easement”). The Public Path Easement shall be granted pursuant to
easement agreement(s) in the form as required in the Phase 1 City Approvals or City
ordinances and to be prepared by the City attorney.
(iii) A permanent, public easement for access and use of the Sidewalks and
Streetscapes (the “Sidewalk Easement”). The Sidewalk Easement shall be granted pursuant
to easement agreement(s) in the form as required in the Phase 1 City Approvals or City
ordinances and to be prepared by the City attorney.
(iv) A permanent, public easement for access and use of the Public Plaza (the
“Public Plaza Easement”). The Public Path Easement shall be granted pursuant to an
easement agreement substantially the form attached as Exhibit J. As more particularly
described in Exhibit J, the City may consent to Developer temporarily closing a portion
of the Public Plaza and/or may consent to Developer temporarily delaying Completion of
the Public Plaza, in each case, to the extent reasonably necessary for the 7200 Parcel Owner
to construct the Phase 2 Minimum Improvements, which consent may be granted by the
City’s Authorized Representative in accordance with, and subject to the terms of, Section
10.9.
(b) Other Terms of City Easements. Neither the City nor the Authority will pay an
acquisition cost to Developer for any of the City Easements or any maintenance costs related to the
easement areas thereunder. Developer shall be responsible for maintenance within all easement areas under
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the City Easements. Any of the City Easements may be combined into single easement agreement at the
discretion of the City attorney. Developer shall, at Developer’s sole cost and expense, cause a licensed
surveyor to determine the final, actual legal description of the North/South Road, North/South Path,
Sidewalks and Streetscapes, and Public Plaza for the purpose of the granting the City Easements with
respect to such elements. Such legal descriptions will be consistent with the areas and boundaries of such
areas as described and depicted in the Phase 1 City Approvals and the exhibits to this Agreement.
(c) Future Transit Easements. Developer and 7200 Parcel Owner shall grant future
easements for future mass transit (e.g., bus) stops in open areas of the Project Area along portions of France
Avenue and/or Gallagher Drive at no cost to the City or the Authority. The responsible transit agency(ies)
shall be responsible for initial construction and maintenance, repair and replacement of the surface
improvements in any future easement area.
4.7 Public Art. The Phase 1 Minimum Improvements shall include at least two (2) or three (3)
installations of public art in the west and east ends of the Public Plaza or the France Avenue frontage
generally depicted on the Phase 1 Development Plan (the “Public Art”), such Public Art shall be a
permanent sculpture, fountain, mural or equivalent art installation. Developer shall engage a professional
art consultant or a landscape architect experienced in public art visioning, commissioning, and
implementation in connection with the creation of the Public Art, subject to a public engagement process
approved by the City within 30 days after identification of the art consultant. Within such 30-day period,
the City Manager may also designate up to three people to provide input and guidance to the art consultant.
Developer will reasonably consider the recommendations of the consultant and the public engagement
process in its final selection of the Public Art. The Public Art shall have a value of no less than $100,000.00,
in the aggregate (including artist commissions and artist materials, labor, and installation charges, but
exclusive of fees paid to such professional art consultant, costs related to the public engagement process,
and costs for other aspects of the Minimum Improvements which are installed in connection with or
ancillary to such Public Art, but which do not directly form a part of such Public Art). Developer shall at
all times maintain the Public Art in good, first class condition, at no cost to the City or the Authority.
Developer shall permit additional pieces of public art to be installed in the Public Easement Areas in the
future; however, Developer shall not be responsible for the cost or maintenance of such additional pieces
of public art. Additional decorative artwork is anticipated to be included in the Minimum Improvements
building facades, as generally depicted in the Phase 1 Development Plans. Such additional artwork in
encouraged in the public realm areas, but is not required under this Agreement, but may be required under
the City Approvals.
4.8 Environmental Sustainability. Both the Phase 1 Building and the Phase 2 Building (in each
case, both the shell buildings and the tenant improvements constructed therein) must be designed and
certified to at least LEED Silver certification (most recent edition for new construction) as prepared by
United States Green Building Council (USGBC), or equivalent standard that complies with the City’s
sustainability policy and the Authority’s TIF policy and approved in advance by the Authority’s Designated
Representative. During the term of the TIF District, Developer shall cause such certification to be renewed
as required by USGBC or governing body of the applicable certification. The failure of Developer to cause
either of the Phase 1 Building or the Phase 2 Building to be so designed and certified upon their respective
Completion and/or the failure of Developer to cause such certification to be continually renewed during the
term of the TIF District, shall be Default hereunder.
4.9 Equity and Inclusion.
(a) Developer’s Efforts/Contribution. Developer is committed to partnering with
contractors, vendors and investors that meaningfully support diversity, equity and inclusion and/or
community engagement and that meet the goals of this Section. One of the important criteria considered
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before partnering with contractors, vendors and investors is whether or not such parties have diversity,
equity and inclusion programs and/or outreach plans that impact lives in the community. Developer is
committed to fostering a healthy culture that embraces and promotes diversity, equity and inclusion and
that continually improves as it grows. As Developer grows, Developer is committed to hiring based on skill
and experience regardless of race, nationality, gender, sexual orientation, age, disability, age or religion.
(b) Workforce Goals. Developer shall, and shall cause 7200 Parcel Owner and the
general contractor for each Phase of the Minimum Improvements to, use good faith efforts as defined by
Minnesota Department of Human Rights to include businesses that are majority owned by under-
represented groups including minorities, women, veterans and people with disabilities in the development
and construction of both Phases of the Minimum Improvements. Developer shall, and shall cause 7200
Parcel Owner and the general contractor for each Phase of the Minimum Improvements to, use good faith
efforts to employ under-represented people on the construction site for both Phases of the Minimum
Improvements. Such good faith efforts include endeavoring to achieve the following workforce goals to
maximize participation opportunities for the local workforce, including women and minorities for each
Phase of the Minimum Improvements:
(i) Minority – 25% of the total labor hours for the Minimum Improvements.
(ii) Female – 12% of the total labor hours for the Minimum Improvements.
(iii) 15% of the total subcontracted work will be awarded to businesses that
qualify as minority and women owned business enterprises.
(iv) These goals are expressed as a percentage of the total craft hours on the
Minimum Improvements. Minorities includes African American (not of Hispanic origin),
Hispanics, Asians, Pacific Islanders, Native Americans and Alaskan Natives.
Notwithstanding the foregoing, in accordance with, and subject to the terms of, Section 10.9, the
Authority’s Authorized Representative is authorized to approve reasonable changes to the above goals for
the Phase 2 Minimum Improvements which may be requested by Developer, which request must be made
by no later than upon Developer’s submission of the Go-Ahead Letter for the Phase 2 Minimum
Improvements.
(c) Good Faith Efforts. For the purpose of this section, “good faith efforts” shall be
defined by compliance with the following:
(i) At the Project site
• Post EEO policy and anti-harassment policies prominently on
employee bulletin boards and job sites. Update at least once a year
with new contact information and signature of the contractor’s
chief executive officer.
• Post all government-mandated posters (Minnesota, federal, local)
in areas available to employees and applicants and on all job sites.
• All job sites to the extent possible should be accessible to people
with disabilities, specifically people with mobility impairments
(restrooms, break-rooms, etc.). If all restrooms are not accessible,
provide comparable facilities for people with disabilities.
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• Check employee locker rooms, break rooms, restrooms, and work
areas (job sites) for potentially offensive cartoons, etc.
(ii) Recruiting
• All personnel involved in hiring, selection, promotion,
disciplinary and related processes should be trained to ensure the
elimination of bias (implicit bias training) in personnel actions.
• Include an EEO tagline or similar statement in all want ads or
other external job announcements. If you post jobs on your web
site, include an EEO tagline.
• Communicate to the union to ensure that the union accepts people
for membership in a nondiscriminatory way and that they refer
people to jobs fairly.
• Make formal and informal contact with community organizations,
apprenticeship training organizations, and unions, and other
recruitment organizations (specifically those organizations that
focus on women, people of color, Indigenous people, and people
with disabilities) that may be able to refer qualified applicants for
jobs you have available.
• Provide training, preparation and workplace accommodations so
that people with disabilities can have rewarding careers.
• Contact the Department of Employment and Economic
Development (DEED) Vocational Rehabilitation Services unit for
the purpose of forming partnerships to help prepare people with
disabilities for meaningful employment opportunities.
• Participate in construction community job fairs or other
construction-related events.
• When using paid advertising, include news media or websites
geared toward women, communities of color, and/or people with
disabilities.
(iii) Selection and Hiring
• Review your application form and remove any questions that are
not job-related. Include an EEO statement on the form itself.
Review the application to make sure no illegal/potentially illegal
information is requested.
• Review EEO/Applicant tracking surveys: they should ask for
necessary tracking information only and should be clearly marked
as voluntary. Remove the forms from the application itself before
the selection process begins.
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• Make sure supervisors are using legal criteria in their hiring
decisions.
• If you use any pre-employment tests (math tests, typing tests, skill
tests, “personality” or “integrity” tests), these tests should directly
relate to the jobs for which they’re used.
(iv) Termination of Employment
• Develop a written termination policy and/or progressive discipline
policy. All supervisors should implement your process
consistently.
• If appropriate, conduct exit interviews or administer exit surveys.
(v) Employee Files and Record-Keeping
• Retain all information that could reveal age, race, disability,
religion, etc. as confidentially as possible. (I-9 forms, insurance
forms, medical leave requests, etc.)
• An employee’s file should tell the complete story of this
employee’s history with your company: orientation, training,
performance evaluations, wage increases, promotion information,
disciplinary notices, etc. All pay increases should be documented,
and nondiscriminatory reasons for pay should be obvious. (Some
companies create a checklist for each employee file so that they
can be certain that all important documentation is retained.)
• Retain applications for at least a year. Develop an applicant flow
log or similar tracking system. Make sure that you can track each
applicant back to their EEO survey or affirmative action data page,
if completed. (You cannot conduct a meaningful analysis of your
selection process without this information.)
• All files of terminated employees should show the reason for
termination, whether voluntary or involuntary.
(i) Other
• Conduct training for all employees of your EEO and anti-
harassment policies in safety meetings at the beginning of each
project and additionally throughout the year for new hires.
Emphasize reporting procedures.
• Make reasonable efforts to solicit people of color, Indigenous, and
female-owned businesses to participate in subcontracts or vendor
contracts.
(d) Developer shall, and shall cause 7200 Parcel Owner and the general contractor for
each Phase of the Minimum Improvements to, implement an equity and inclusion outreach plan (an
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“EIOP”) reasonably approved by the Authority, which consent shall not be unreasonably withheld or
delayed. Attached as Exhibit K is the current EIOP for the Phase 1 Minimum Improvements. Developer
must submit the EIOP for the Phase 2 Minimum Improvements for the Authority’s prior approval by no
later than with issuance of the Go-Ahead Letter for the Phase 2 Minimum Improvements.
(e) Promptly after Completion of each Phase of the Minimum Improvements,
Developer shall submit the Equity and Inclusion Report in substantially the form attached as Exhibit L
with respect to the applicable Phase of the Minimum Improvements. This report shall summarize the actual
percentages attained after implementation of the EIOP. This report shall include, without limitation:
(i) business name, trade category, contact name and business address of each
MBE, WBE, or VBE firm engaged in the Project;
(ii) total hours worked for each construction trade;
(iii) hours worked for each construction trade by minority workers including
women workers, and workers considered BIPOC;
(iv) employer of the BIPOC and women workers; and
(v) calculation of percentage.
(f) In the event that the Authority reasonably determines that Developer has not used,
and/or has not caused 7200 Parcel Owner and/or the general contractor for either Phase or both Phases of
the Minimum Improvements to use, good faith effort to achieve these goals (by failing to cause the general
contractor for each Phase of the Minimum Improvements to comply with the approved EIOP), the Authority
may assess a penalty against Developer for such failure(s) pertaining to the applicable Phase or Phases. The
penalty shall be a cash payment made by Developer to a workforce training organization selected by the
Authority that actively trains underrepresented people in the construction trades in the Twin Cities region.
The penalty shall be no more than $175,000 per Phase. For avoidance of doubt, the payment of any such
penalty shall be the obligation of Developer regardless of which Phase any such failure relates to, and the
Authority may only enforce such payment from Developer, not from 7200 Parcel Owner.
4.10 Effect of Delay. Developer acknowledges that if construction of the Minimum
Improvements is delayed due to Unavoidable Delays or for any other reason, this could affect the amount
of Available Tax Increments and thus the total amount which may be available to pay the TIF Notes.
Developer acknowledges that if the Completion of the Minimum Improvements is delayed due to
Unavoidable Delays or for any other reason, there will be no compensation to Developer or any other party
for any reduction in the amount available to pay or refund the TIF Notes.
4.11 Additional Responsibilities of Developer.
(a) Developer shall cause each Phase of the Minimum Improvements to be
constructed, operated and maintained in substantial accordance with the terms of this Agreement, the
applicable City Approvals, and all applicable Law (including, without limitation, zoning, building code and
public health laws and regulations).
(b) Developer and 7200 Parcel Owner shall obtain, in a timely manner, all required
permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all
applicable Law that must be obtained or met before the Minimum Improvements may be lawfully
constructed.
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(c) Neither Developer nor 7200 Parcel Owner shall construct any building or other
structures on, over, or within the boundary lines of any public utility easement unless such
construction is provided for in such easement, approved by the utility involved, or approved by the
City if no utility is then utilizing the easement area.
(d) Prior to delivery of a Certificate of Completion for a Phase of the Minimum
Improvements, upon the request of the Authority, Developer and 7200 Parcel Owner shall, after
reasonable advance notice from the Authority, provide the Authority and the City with reasonable
access to Project Area to inspect the applicable Phase of the Minimum Improvements for
compliance with this Agreement.
(e) Prior to delivery of a Certificate of Completion for a Phase of the Minimum
Improvements, upon the request of the Authority from time to time, but not more than quarterly,
Developer shall deliver progress reports to the Authority. The progress reports shall include:
summary of progress to date, percent construction completion, identification of any Unavoidable
Delays, and projected occupancy date.
(f) Developer shall comply with, and cause 7200 Parcel Owner, and each of their
respective Related Parties contractors and subcontractors to comply with all applicable Law,
including, without limitation, labor and wage laws, and all applicable Environmental Law as it
relates to the Project Area and the Minimum Improvements.
4.12 Certificate of Completion. Developer shall notify the Authority and request a Certificate
of Completion for each Phase of the Minimum Improvements in accordance with this section. Developer
shall request a Certificate of Completion for both Phases of the Minimum Improvements promptly after
substantial completion of the corresponding Phase of the Minimum Improvements.
(a) Phase 1 Minimum Improvements. Developer’s satisfaction of the following shall
also be a condition to the Authority’s obligation to issue a Certificate of Completion for the Phase 1
Minimum Improvements hereunder:
(i) The Phase 1 Minimum Improvements shall have been substantially
completed in accordance with this Agreement and the Phase 1 City Approvals, and any
punchlist items for those portions and/or components of the Phase 1 Minimum
Improvements that are eligible for TIF Assistance hereunder shall have been fully
completed, subject to any temporary delay in Completion of the Public Plaza authorized
by the City’s Authorized Representative in accordance with the Public Plaza Easement
agreement and in accordance with, and subject to the terms of, Section 10.9, and in the
event of any such delay in Completion of the Public Plaza, the Authority may require as a
further condition to issuance of the Phase 1 TIF Note that sufficient funds for Completion
of the Public Plaza be placed in to escrow and other reasonable assurances necessary to
assure such Completion and final reconciliation of the related Qualified Redevelopment
Costs;
(ii) Developer shall have provided evidence satisfactory to the Authority that
all parties have been paid for work related to the completion of the Phase 1 Minimum
Improvements (e.g., lien waivers or similar);
(iii) Developer shall (A) have obtained from the City a temporary certificate of
occupancy for the Phase 1 Building shell, (B) have obtained from the City a final certificate
of occupancy for at least 25% of the Phase 1 Building’s occupiable space and such space
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is actually occupied by a single tenant, and (C) Developer is actively marketing the
remainder of the occupiable space in the Phase 1 Building (e.g., listed on MNCAR,
LoopNet, etc.);
(iv) Developer shall have met all requirements of the City under the Phase 1
Development Contract, including, without limitation, completion of all required
infrastructure thereunder (and corresponding approval and/or acceptance by the City
engineer);
(v) Developer shall have provided the Authority with evidence that all
necessary private easements and operating agreements required for the Phase 1 Minimum
Improvements are in place, including, without limitation, a permanent easement over the
storm water ponding area, joined by all property owners whose storm water will be treated
in or otherwise directed to such pond;
(vi) Developer shall have granted, and/or shall have caused the then-current
owner of the applicable portion of Project Area to grant, to the City and/or the Authority,
as applicable, each of the City Easements; Developer shall have obtained all applicable
mortgagee consents to such City Easements; and each of the City Easements and mortgagee
consents shall have been recorded against the applicable portion of the Project Area; and
the North/South Road, North/South Path, Public Plaza, and Sidewalks and Streetscapes
shall have been opened pursuant to the terms of each applicable City Easement agreement,
subject to any temporary closure of a portion of the Public Plaza authorized by the City’s
Authorized Representative in accordance with the Public Plaza Easement agreement;
(vii) The City and Developer shall have entered into the Public Crossing
Agreement in accordance with Section 4.13, unless waived by the City in accordance with
Section 4.13;
(viii) Developer shall have satisfied the Environmental Sustainability
requirements set forth in Section 4.8 pertaining to the Phase 1 Minimum Improvements
and Developer has delivered such reasonable and relevant information and documentation
as the Authority requires in order to confirm the same;
(ix) Developer shall have delivered to the Authority a final report and
certificate detailing and certifying as to Developer’s activities and final outcomes of
Developer’s efforts to achieve the Equity and Inclusion goals under Section 4.9 of this
Agreement for the Phase 1 Minimum Improvements; and
(x) No Developer Default or Developer Event of Default exist under this
Agreement and no default by Developer or default by 7200 Parcel Owner shall exist under
any of the City Approvals, City Easements, or any other agreement pertaining to the
Project, beyond any applicable notice and cure periods.
(b) Phase 2 Minimum Improvements. Developer’s satisfaction of the following shall
also be a condition to the Authority’s obligation to issue a Certificate of Completion for the Phase 2
Minimum Improvements hereunder:
(i) The Phase 2 Minimum Improvements shall have been substantially
completed in accordance with this Agreement and the Phase 2 City Approvals;
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(ii) Developer shall have provided evidence satisfactory to the Authority that
all parties have been paid for work related to the completion of the Phase 2 Minimum
Improvements (e.g., lien waivers or similar);
(iii) Developer shall have obtained from the City a temporary certificate of
occupancy for the Phase 2 Building;
(iv) Developer shall have met all requirements of the City under the Phase 2
Development Contract, including, without limitation, completion of all required
infrastructure thereunder (and corresponding approval and/or acceptance by the City
engineer);
(v) Developer shall have provided the Authority with evidence that all
necessary private easements and operating agreements required for the Phase 2 Minimum
Improvements are in place, including, without limitation, a permanent easement over the
storm water ponding area, joined by all property owners whose storm water will be treated
in or otherwise directed to such pond;
(vi) Developer shall have satisfied the Environmental Sustainability
requirements set forth in Section 4.8 pertaining to the Phase 2 Minimum Improvements
and Developer has delivered such reasonable and relevant information and documentation
as the Authority requires in order to confirm the same;
(vii) Developer shall have delivered to the Authority a final report and
certificate detailing and certifying as to Developer’s activities and final outcomes of
Developer’s efforts to achieve the Equity and Inclusion goals under Section 4.9 of this
Agreement for the Phase 2 Minimum Improvements; and
(viii) No Developer Default or Developer Event of Default exist under this
Agreement and no default by Developer or default by 7200 Parcel Owner shall exist under
any of the City Approvals, City Easements, or any other agreement pertaining to the
Project, beyond any applicable notice and cure periods.
Within 30 days after receipt of such request, the Authority shall inspect the applicable Phase of the
Minimum Improvements to determine if such Minimum Improvements have been completed in accordance
with the terms and conditions of this Agreement. An example of the Authority’s Completion checklist is
included as part of the form of Certificate of Completion attached as Exhibit F. Following such inspection
the Authority shall either furnish Developer with (A) an appropriate, recordable Certificate of Completion
or (B) a written statement, indicating in adequate detail in what respects Developer has failed to complete
the relevant portion of the Minimum Improvements or otherwise satisfy the conditions precedent to
issuance of such Certificate of Completion and what measures or acts will be necessary, in the opinion of
the Authority, for Developer to take or perform in order to obtain such certification. If the Authority issues
a written statement in accordance with clause (B) above, Developer shall thereafter take such actions
necessary to cure such deficiencies in the applicable Minimum Improvements. After such deficiencies have
been cured, Developer shall notify the Authority and the Authority will re-inspect the applicable Minimum
Improvements and take one of the actions described in clauses (A) and (B) hereof, and such process will
continue until the Authority issues the applicable recordable Certificate of Completion. Issuance of a
Certificate of Completion by the Authority shall be a conclusive determination of satisfaction and
termination of the agreements and covenants in this Agreement with respect to the obligations of Developer
to construct, or cause to be constructed, the Minimum Improvements.
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4.13 Future Public Crossing.
(a) City Right to Install Public Crossing. The City currently believes it is in the best
interest of the public to construct a public underpass or bridge to allow pedestrians to cross France Avenue
above or below grade (the “Public Crossing”) in the area of the Project, and the City is currently analyzing
the feasibility of and design options for any such Public Crossing. Subject to the terms and conditions of
this Section 4.13, if the City elects to construct a Public Crossing, one end of the Public Crossing may be
located in the area of the Public Plaza and the City and Developer shall enter into (and, as necessary,
Developer shall cause 7200 Parcel Owner to be party to) a definitive, recordable agreement (the “Public
Crossing Agreement”) to provide the City (and its agents, contractors, and employees) access to the Project
Area for purposes of constructing and operating the Public Crossing and to otherwise set forth the terms
upon which the City will build and maintain the Public Crossing. Developer’s execution of the Public
Crossing Agreement shall be condition to issuance of the Certificate of Completion for the Phase 1
Minimum Improvements, unless such condition is waived by City, which waiver may be granted by the
City’s Authorized Representative; provided, however, any such waiver shall not be deemed a waiver of the
City’s rights under this Section 4.13.
(b) Public Crossing Agreement. Promptly following the City’s election to proceed
with a Public Crossing to be located in the Public Plaza area, the City and Developer shall negotiate the
Public Crossing Agreement and any required amendment or modification to the Public Plaza Easement
agreement with all reasonable diligence and in good faith, and such agreements shall include terms and
conditions acceptable to Developer and the City, in each of their commercially reasonable discretion, and
including, without limitation, the following:
(i) Subject to Section 4.13(c), the City shall be responsible for the design,
construction, maintenance, and operation of the Public Crossing, at its sole cost and
expense, but Developer shall continue to be responsible for the maintenance of the Public
Plaza at no cost to the City or Authority.
(ii) Modification of the Public Plaza shall be addressed as provided in Subject
to Section 4.13(c). Developer shall continue to be responsible for the maintenance of the
Public Plaza (as may be modified) and any area of the Public Plaza where the Public
Crossing commences/terminates, all at no cost to the City or Authority and otherwise in
accordance with the terms and condition of the Public Plaza Easement agreement.
(iii) Developer shall grant to the City permanent public access easement(s),
permanent stormwater easement(s), and temporary construction easement(s) as necessary
for construction, installation and use of the Public Crossing and other public access over
the Project Area to allow public access to and from the Public Crossing, all at no cost to
the City, and provided that all such permanent easements will only required to be within
the City Easement areas shown herein, the Phase 1 Development Plan, the Phase 2
Development Plan, and/or, as described below, the stormwater basin on the 7200 Parcel.
The City shall be responsible to restore any areas within such permanent and temporary
easement areas that are disturbed by the City’s construction of the Public Crossing to the
condition existing immediately preceding the City’s commencement of construction
(normal wear and tear excepted).
(iv) Stormwater discharge related to the Public Crossing shall be allowed to be
directed into the stormwater basin on the 7200 Parcel, provided that the City shall be
responsible for any modifications necessary to the stormwater basin to accommodate such
stormwater, but Developer and/or 7200 Parcel Owner shall continue to be responsible for
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the maintenance of the stormwater basin, as may be modified, at no cost to the City or
Authority. Developer and/ 7200 Parcel Owner shall grant to the City all necessary
permanent stormwater easements in connection with foregoing.
(v) The construction of the Public Crossing may involve customary
construction noise, dust, vibration, and detours. The City (and its agents, contractors, and
employees) shall not be liable to Developer or any of its Project tenants or other occupants
for any such permitted disruptions. Neither the City nor its agents, contractors, and
employees will make payments for any business interruptions which may arise from any
such permitted disruptions.
(vi) The City shall make reasonable efforts to limit disruption during the
construction of the Public Crossing, including, providing reasonable advance notice of
construction activities to the building owners and building property managers in the Project
Area, posting detours for through traffic, and expanding work hours beyond the typical 7
AM to 3 PM to endeavor to expedite construction and minimize interference.
(vii) the City will engage with Developer (and other Project and public
stakeholders) during the design phase of the Public Crossing to consider input to address
the safety, security, durability, and usability of the Public Crossing.
(viii) The City, its successors and assigns, may assign or otherwise transfer all
or a portions of its rights under the Public Crossing Agreement to any other public entity
(including, without limitation, the Authority and/or any Hennepin County) to facilitate the
construction, ownership, and operation of the Public Crossing, in each case, without the
consent of Developer or 7200 Parcel.
(ix) Customary rights, obligations, and requirements regarding insurance,
indemnification, casualty, and reasonable rules and regulations for the Public Crossing.
(c) Modifications to Public Plaza. If the City elects to proceed with the construction
of the Public Crossing, the City may, in its sole discretion, determine whether to construct the Public
Crossing (i) before Developer commences construction or installation of any permanent Project
improvements in the area of the Public Plaza (such permanent Project improvements may include, without
limitation, underground utilities, retaining walls, and sidewalks, but specifically exclude grading and
excavation work) (“Near Term Construction”) or (ii) after Developer commences construction or
installation of any such permanent Project improvements in the area of the Public Plaza (“Far Term
Construction”). As provided below, the rights and obligations of Developer and the City shall be different
based whether the City proceeds with Near Term Construction of the Public Crossing or Far Term
Construction of the Public Crossing, and any of the following shall be incorporate into the Public Crossing
Agreement as reasonably necessary or desired by any party.
(i) Near Term Construction. For any Near Term Construction of the Public
Crossing the following shall apply:
(A) Developer shall, at Developer’s cost and expense, modify the
plans for the Public Plaza to allow for the Public Crossing to located in the area of
the Public Plaza, such modifications shall be subject to (1) the Authority’s
approval, such approval not to be unreasonably withheld or delay and (2) any
applicable City regulatory approvals.
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(B) As part of the Phase 1 Minimum Improvements, Developer shall
construct the Public Plaza in accordance with the plans, as modified.
(C) Developer may request that the deadline for Developer’s
Completion of the Public Plaza be reasonably extended as a result of any such
design modifications, without a corresponding delay of the issuance of the
Certificate of Completion (but subject to the cost escrow requirements set forth in
Section 4.12(a)(i)), and the Authority will not unreasonably withhold or delay is
approval of such extension and such approval may be granted by the Authority’s
Authorized Representative.
(D) Developer’s design and construction costs for the Public Plaza, as
modified, shall continue to be Qualified Redevelopment Costs.
(ii) Far Term Construction. For any Far Term Construction of the Public
Crossing the following shall apply:
(A) If the Public Plaza is currently under construction, Developer will
continue such construction or terminate such construction, in either case, as
requested by the City.
(B) The City shall be responsible for all design modifications and
construction costs and expenses incurred in the redesign and modification of the
Public Plaza to accommodate the Public Crossing, including, without limitation,
removal and replacement of Public Plaza improvements previously installed
and/or constructed by Developer.
(C) If the Certificate of Completion for the Phase 1 Minimum
Improvements has not been issued yet, Developer shall no longer be required to
Complete the Public Plaza as a condition of such issuance.
(D) Developer’s design and construction costs for the Public Plaza, as
modified, shall continue to be Qualified Redevelopment Costs.
(d) Relationship to Minimum Improvements Design. Developer shall cause the
foundation systems of the Phase 1 Building and Phase 2 Building to be designed in consideration of, and
to accommodate, the Public Crossing being located in the Public Plaza area, and Developer shall promptly
and diligently communicate with City staff regarding such design to ensure that such foundations do not
interfere with the City’s Public Crossing construction plans.
Article V
Encumbrance of the Project Area
5.1 Mortgage of the Project Area.
(a) Until the Completion of the Minimum Improvements for an applicable Phase,
neither Developer nor 7200 Parcel Owner shall engage in any financing or any other transaction creating
any mortgage or other security interest in or lien upon the Phase not Completed, whether by express
agreement or operation of law (a “Mortgage”), or suffer any Mortgage to be made on or attach to the Phase
not Completed except for the purpose of obtaining funds necessary for constructing the Minimum
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Improvements and paying other costs of the Minimum Improvements whether or not set forth in the TIF
Pro Forma. This restriction on encumbrance shall not apply to a Completed Phase.
(b) This restriction on encumbrance shall terminate upon Completion of the applicable
Phase of the Minimum Improvements. Developer, 7200 Parcel Owner, or either of their respective
successors in interest to the Minimum Improvements or portion thereof, may sell or engage in financing or
any other transaction creating a mortgage or encumbrance or lien on the Minimum Improvements or portion
thereof after the Certificate of Completion has been obtained with respect to the applicable Phase of the
Minimum Improvements, without obtaining the prior written approval of the Authority.
(c) Notwithstanding anything in this Agreement to the contrary, Developer and 7200
Parcel Owner are authorized, without the approval of the Authority, to obtain construction financing to
cover the costs of construction of the Minimum Improvements and other costs of the Minimum
Improvements whether or not set forth in the TIF Pro Forma and to mortgage any portion of the Project
Area to provide security for construction financing.
5.2 Copy of Notice of Default to Mortgagee. If the City or the Authority delivers any notice or
demand to Developer with respect to any Default under this Agreement, the City or the Authority, as
applicable, will endeavor to also deliver a copy of such notice or demand to the mortgagee of any Mortgage
at the address of such mortgagee provided in the recorded Mortgage or any other address thereafter provided
to the Authority in a written notice from Developer or the mortgagee, provided that failure of the City or
the Authority to give any such notice shall not limit the City’s or the Authority’s ability to exercise any of
its remedies hereunder.
5.3 Mortgagee’s Option to Cure Events of Default. Upon the occurrence of an Event of
Default, the mortgagee under any Mortgage will have the right at its option, to cure or remedy such Event
of Default within the cure periods set forth herein.
5.4 Rights of a Foreclosing Mortgagee. Except as provided in Section 5.6, an individual or
entity who acquires title to all or a portion of the Minimum Improvements through the foreclosure of a
mortgage or deed in lieu of foreclosure on such portion of the Project Area remains subject to each of the
restrictions set forth in this Agreement and remains subject to all of the obligations of Developer, or any
successor in interest to Developer, under the terms of this Agreement, but neither the purchaser at a
foreclosure sale, the grantee under a deed in lieu of foreclosure, nor any subsequent transferee from a
mortgagee shall have any personal liability for a breach of such obligations under this Agreement so long
as:
(a) The party acquiring title through foreclosure or deed in lieu of foreclosure observes
all of the restrictions set forth in the Agreement;
(b) The party who acquired title through foreclosure or deed in lieu of foreclosure does
not undertake or permit any other party to undertake any Minimum Improvements on the portion of the
Project Area it owns;
(c) The City has no obligation to approve any plans for Minimum Improvements or a
portion of the Minimum Improvements the foreclosing mortgagee (or mortgagee obtaining a deed in lieu
of foreclosure) owns or to issue any related building permits.
The purpose of this section is to permit a foreclosing lender (or mortgagee or purchaser obtaining a deed in
lieu of foreclosure or a subsequent transferee) to hold title to the portion of the Project Area it acquires
through foreclosure or deed in lieu of foreclosure, subject to, but without personal liability for the
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obligations under this Agreement, until it can sell the portion it holds to a third party who will assume the
obligations of Developer under the terms of this Agreement and proceed with the construction of the
Minimum Improvements pursuant to the terms of this Agreement. If, rather than passively holding title to
the portion of the Project Area it acquires through foreclosure or deed in lieu of foreclosure, the foreclosing
lender (or mortgagee obtaining a deed in lieu of foreclosure or subsequent transferee) or other purchaser at
a foreclosure sale desires to construct the Minimum Improvements, the purchaser at the foreclosure sale
must assume and perform each of the obligations of Developer, or the applicable successor to the interest
of Developer, under this Agreement as to the portion of the Minimum Improvements subject to foreclosure.
This section does not restrict the authority of the Authority to pursue its rights under any outstanding
security, exercise remedies otherwise available under this Agreement or suspend the performance of the
obligations of the Authority or Developer under this Agreement as otherwise allowed. The Authority agrees
to reasonably cooperate with any foreclosing lender (or mortgagee obtaining a deed in lieu of foreclosure)
or other purchaser at a foreclosure sale in pursuing the Minimum Improvements in accordance with this
Agreement.
5.5 Events of Default Under Mortgage. Developer shall use commercially reasonable efforts
to obtain an agreement from any mortgagee under a Mortgage that in the event Developer or 7200 Parcel
Owner is in default under any Mortgage, the mortgagee will use commercially reasonable efforts, within
30 days after it becomes aware of any such default and prior to exercising any remedy available to it due to
such default, to notify the Authority in writing of (i) the fact of default; (ii) the elements of default; and (iii)
the actions required to cure the default. Developer shall use its commercially reasonable efforts to obtain
an agreement in any such Mortgage, that if, within the time period required by the Mortgage, the Authority
cures any default under the Mortgage, the mortgagee will pursue none of its remedies under the Mortgage
based on such default, provided that failure of Developer to obtain such an agreement from any such
mortgagee shall not constitute a breach of this Agreement.
5.6 Subordination of Agreement. The City and the Authority will, upon the request of the
holder of a Mortgage, execute and record a subordination agreement pursuant to which the City and the
Authority agree that, upon a default by Developer under a Mortgage, the holder of the Mortgage may elect,
in an instrument to be recorded in the Hennepin County land records and delivered to the City and the
Authority before the commencement of proceedings to foreclose the Mortgage, to either (1) treat this
Agreement as being subordinate to the lien of the Mortgage such that the foreclosure of the Mortgage and
the failure to redeem from such foreclosure will extinguish and terminate this Agreement and the TIF Notes
will automatically be cancelled and rescinded; or (2) to treat this Agreement as having priority over the
Mortgage in which case this Agreement and the TIF Notes will survive the foreclosure of the Mortgage and
this Agreement will be binding upon the holder of the Sheriff’s Certificate issued in conjunction with the
foreclosure of the Mortgage, subject to the terms and conditions of Section 5.4. If the holder of the Mortgage
fails to notify the City and the Authority of its election under this Section 5.6 on or before the
commencement of foreclosure proceedings, the holder of the Mortgage shall be deemed to have elected to
treat this Agreement as being subordinate to the lien of the Mortgage such that the foreclosure of the
Mortgage and the failure to redeem from such foreclosure will extinguish and terminate this Agreement
and the TIF Notes will automatically terminate. The City and Authority each further agree that if the holder
of a Mortgage elects to treat this Agreement as having priority over the Mortgage, the City and Authority,
upon the completion of the foreclosure without redemption, agree that the time for the completion of the
Minimum Improvements is extended to a date 12 months following the expiration of all applicable
redemption periods or such later date the City and Authority approve in writing.
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Article VI
Insurance and Indemnification
6.1 Insurance.
(a) Developer shall, and shall cause 7200 Parcel Owner to, obtain and continuously
maintain insurance on each parties’ corresponding Phase of the Minimum Improvements and, from time to
time at the request of the Authority, furnish proof to the Authority that the premiums for such insurance
have been paid and the insurance is in effect. The insurance coverage described below is the minimum
insurance coverage that Developer and7200 Parcel Owner must obtain and continuously maintain, provided
that Developer and7200 Parcel Owner shall obtain the insurance described in clause (i) below with respect
to the corresponding Phase of the Minimum Improvements prior to the Commencement of construction
thereof and is only obligated to maintain the insurance described in clause (i) until a Certificate of
Completion is issued by the Authority with respect to the corresponding Phase of the Minimum
Improvements:
(i) Builder’s risk insurance, written on the so-called “Builder’s Risk-
Completed Value Basis,” in an amount equal to 100% of the insurable value of the
Minimum Improvements at the date of Completion, and with coverage available in non-
reporting form on the so-called “all risk” form of policy.
(ii) Comprehensive general liability insurance (including operations,
contingent liability, operations of subcontractors, completed operations and contractual
liability insurance) together with an Owner’s/Contractor’s Policy naming the Authority,
and the City as an additional insured, with limits against bodily injury and property damage
of not less than $5,000,000 for each occurrence (to accomplish the above-required limits,
an umbrella excess liability policy may be used), written on an occurrence basis.
(iii) Workers compensation insurance, for employees of Developer or 7200
Parcel Owner if and to the extent required by Law.
(b) All insurance required in this Article shall be obtained and continuously
maintained by responsible insurance companies selected by Developer and 7200 Parcel Owner which are
authorized under the laws of the State to assume the risks covered by such policies. If available on
commercially reasonable terms, each policy must contain a provision that the insurer will not cancel nor
modify the policy without giving written notice to the insured at least 30 days before the cancellation or
modification becomes effective. Not less than 15 days prior to the expiration of any policy, Developer and
7200 Parcel Owner must renew the existing policy or replace the policy with another policy conforming to
the provisions of this Article. In lieu of separate policies, Developer and/or 7200 Parcel Owner may
maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage
required herein.
6.2 Indemnification.
(a) Developer releases and covenants and agrees that the City Parties shall not be liable
for and agrees to indemnify and hold harmless the City Parties against any loss or damage to property or
any injury to or death of any person occurring at or about, or resulting from any defect in the Minimum
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Improvements, except to the extent attributable to the negligence or intentional misconduct of any City
Party.
(b) Except to the extent of the negligence or intentional misconduct of any City Party,
Developer shall indemnify the City Parties, now and forever, and further agrees to hold the aforesaid
harmless from any claims, demands, suits, costs, expenses (including reasonable attorney’s fees), actions
or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from the
actions or inactions of Developer, 7200 Parcel owner, or any of their respective owners, agents, contractors,
or employees, under this Agreement or the transactions contemplated hereby, including, without limitation,
the construction, installation, ownership, and operation of the Minimum Improvements.
Article VII
Other Developer Covenants
7.1 Developer Reimbursement Obligations. Developer shall pay all reasonable out of pocket
costs of the City and the Authority in connection with the Minimum Improvements and the TIF Assistance
provided to Developer, including, but not limited, the costs and expenses of the City Consultants, the costs
of the development and negotiation of this Agreement and any amendments or modifications to this
Agreement, the development of the TIF Plan, the creation of the TIF District, the blight study of the existing
buildings, fiscal analysis, legal fees, and all other costs and expenses related thereto. Sufficient monies must
be provided to the Authority along with the request for TIF Assistance. These monies shall be held in
escrow. Any unused monies shall be returned to Developer. These monies shall not bear interest. After the
escrowed monies have been used, Developer shall pay such costs monthly upon presentation of invoices
and other documentation of such costs, not more than 30 days after the request for payment is delivered to
Developer. All such costs will be Qualified Redevelopment Costs pursuant to the TIF Pro Forma.
7.2 Maintenance and Operation of the Improvements. Developer shall, at all times during the
term of this Agreement, cause the Minimum Improvements to be maintained and operated in a safe and
secure way and in compliance with this Agreement and applicable Law. Developer shall be responsible for
the timely payment of all reasonable and necessary expenses of the operation and maintenance of the
Minimum Improvements, including all premiums for insurance insuring against loss or damage thereto and
adequate insurance against liability for injury to persons or property arising from the construction of the
Minimum Improvements as required pursuant to this Agreement. During construction of the Minimum
Improvements, Developer shall not knowingly cause any person working in or attending the Minimum
Improvements for any purpose, or any tenant of the Minimum Improvements, to be exposed to any
hazardous or unsafe condition; provided that such party shall not be in Default hereunder if it has required
the contractors employed to perform work on the Minimum Improvements to take such precautions as may
be available to protect the persons in and around the Minimum Improvements from hazards arising from
the work, and has further required each such contractor to obtain and maintain liability insurance protecting
against liability to persons for injury arising from the work. The expenses of operation and maintenance of
the Minimum Improvements shall be borne solely by Developer.
7.3 Cooperation with Litigation. Developer shall, and shall cause 7200 Parcel Owner to,
reasonably cooperate with the Authority with respect to any litigation commenced by third parties with
respect to the Project Area; however, this provision does not obligate Developer to incur costs, except as
otherwise provided in this Agreement or elsewhere.
7.4 Condemnation, Damage, or Destruction. In the event that title to and possession of the
Minimum Improvements or any material part thereof shall be taken in condemnation or by the exercise of
the power of eminent domain by any governmental body or other person (except the Authority or the City)
or the Minimum Improvements is damaged or destroyed, Developer shall, with reasonable promptness after
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such damage or taking, notify the Authority as to the nature and extent of such damage or taking, as
applicable. Upon receipt of any condemnation award or insurance proceeds Developer or 7200 Parcel
Owner, as applicable, shall elect to either: (a) use the entire condemnation award or insurance proceeds to
reconstruct the Minimum Improvements (or, in the event only a part of the Minimum Improvements has
been taken or damaged, then to reconstruct such part) upon the remaining property to the extent necessary
to maintain and continue operations of Minimum Improvements for its intended purpose; or (b) in the event
that the condemnation affects or taking or damage or destruction affects the Project Area but not the
Minimum Improvements thereon, retain, for the account of Developer or 7200 Parcel Owner, as applicable,
all of the condemnation award or insurance proceeds.
7.5 Business Subsidy Agreement. The Authority and Developer have determined that a
business subsidy agreement within the meaning of the Minnesota Business Subsidy Act, Minnesota
Statutes, Sections 116J.993 through 116J.995 is not required in accordance with the exception contained in
the Minnesota Business Subsidy Act, Minnesota Statutes, Section 116J.993, subd. 3(17), because
Developer’s investment in the purchase of the 7250 Parcel and site preparation thereon is 70% or more of
the assessor’s current year’s estimated market value for the 7250 Parcel.
7.6 Developer/Authority Grant Applications. Developer and the Authority will cooperate in
efforts to obtain available public grant funding to undertake the Minimum Improvements, including but not
limited to grants from funding from metropolitan, state, county, and federal sources identified by the
Authority or Developer as reasonably available. Costs of preparing the grant applications and preparing
required reports shall be borne by Developer. City staff shall have the final authority to review and submit
the grant applications to the applicable agency. To the extent additional grant funds not reflected in the TIF
Pro Forma are obtained, any such amounts shall be taken into consideration by the Authority when the
Authority reviews the updated TIF Pro Formas and other information under Article III prior to issuing the
TIF Notes. Developer shall reasonably cooperate with the City and the Authority with respect to the
administration of any grants received from Hennepin County, Metropolitan Council, or State of Minnesota
to support the construction of the Minimum Improvements.
7.7 Mitigation of Construction Disruption. Developer shall, and cause 7200 Parcel Owner to,
comply with directions set and regulations enforced by the City Engineering and Building Inspection
Departments regarding on site construction activities. All construction work shall be limited to the standard
hours determined by the City. Deliveries to and from the jobsite shall also occur within allowable hours.
Heavy trucks must follow routes established by the City. Provision shall be made for on-site or dedicated
off-site parking on private property for all workers employed on the jobsite. Employee parking is prohibited
on local streets and elsewhere where prohibited by lawfully installed regulatory signs. Developer shall, and
cause 7200 Parcel Owner to, make best efforts to mitigate construction disruption to surrounding properties.
7.8 Parcel 7200 Temporary Parking; Phase 2 Pad Site Preparation. By no later than October
1, 2024, and in any event at least 60 days before Developer and/or 7200 Parcel Owner intends to construct
any temporary surface parking on the 7200 Parcel as permitted under the City Approvals, Developer shall
notify the City and the Authority that Developer and/or 7200 Parcel Owner intends to commence
construction of said temporary surface parking. For avoidance of any doubt, any costs incurred in
connection with construction of such temporary parking shall not be Qualified Redevelopment Costs, shall
not be eligible for TIF Assistance, and shall not be included in the TIF Pro Forma for the Phase 1 Minimum
Improvements. Developer shall maintain, or cause to be maintained, any such temporary parking or building
pad site prepared in connection with the Phase 2 Pad Site Preparation in good condition and repair, free of
garbage and weeds, and otherwise in accordance with the City Approvals and applicable Law until such
Commencement of the Phase 2 Minimum Improvements.
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7.9 Project Information.
(a) Project Ownership. Developer shall provide the City and Authority with the final
organizational structure for the ownership of the Phase 1 Minimum Improvements and the Phase 2
Minimum Improvements, and the identity of all parties with an ownership interest in the Phase 1 Minimum
Improvements or the Phase 2 Minimum Improvements of 10% or greater as required to be disclosed in the
Financing Commitments. Developer shall confirm such organizational and ownership information at the
time Developer submits each Go-Ahead Letter, and periodically thereafter in accordance with clause (b)
below. Prior to delivery of information regarding firm financing commitment or delivery of a Go-Ahead
Letter, Developer will provide additional financing updates as requested by the Authority, whether by oral
or written request, within two (2) business days after the request.
(b) Other Information. In addition to the other Project information required to be
provided by Developer hereunder, Developer shall provide or make available for review at Developer’s
offices to the City and/or Authority such information regarding Developer and the Project as the City and/or
Authority may reasonably request in writing from time to time in order for the City and Authority to monitor
Developer’s progress on the Minimum Improvements and the financing thereof, the prospects of the
Minimum Improvements, and/or the status of Developer’s obligations hereunder, in each case, promptly
upon request in writing and in no event later than two (2) days following such request, including without
limitation the following:
(i) Updated TIF Pro Formas for each of the Phases of the Minimum
Improvements based on then-current actual and/or projected Minimum Improvements
information, as the same becomes available during the development of the Minimum
Improvements;
(ii) market studies and/or market data used by Developer to make decision
regarding the financing, design, and development of the Minimum Improvements;
(iii) organizational structures for 7200 Parcel Owner for the ownership of the
Phase 2 Improvements, and the identity of all parties with an ownership interest in 7200
Parcel Owner and the Phase 2 Minimum Improvements of 10% or greater, and other such
information to confirm Developer and 7200 Parcel Owner are Related Parties;
(iv) the status of Minimum Improvements ownership, organizational structure,
financing, leasing, occupancy, and sales, and information pertaining to the jobs and
corresponding wages attributable to the Minimum Improvements, in each case, no more
frequently than monthly.
The City and Authority will treat all such information which Developer includes a caption stating that the
same is proprietary or trade secret information as nonpublic data under and in accordance with the
Minnesota Data Practices Act, Minnesota Statutes chapter 13.
Article VIII
Transfer Limitations
8.1 Representation as to the Minimum Improvements. Developer represents to the City and the
Authority that its undertakings under this Agreement are for the purpose of developing the Minimum
Improvements and not for the purpose of speculation in land holding. Developer acknowledges that, in view
of the importance of the Minimum Improvements to the general welfare of the City and the Authority, and
the substantial financing and other public aids that have been made available by the City and the Authority
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for the purpose of making such Minimum Improvements possible, the qualifications and identity of
Developer are of particular concern to the Authority. Developer further acknowledges that the City and the
Authority are willing to enter into this Agreement with Developer because of the qualifications and identity
of Developer.
8.2 Limitation on Transfers.
(a) Until the Authority’s issuance of the Certificate of Completion for each of the
Phase 1 Minimum Improvements and the Phase 2 Minimum Improvements, as applicable, Developer shall
not, and shall cause 7200 Parcel Owner to not, sell, assign, convey, lease or transfer in any other mode or
manner any of its right, title, and interest in and to this Agreement, all or any part of the Project Area, or
the Minimum Improvements, without the express written consent of the Authority (which consent may be
granted by the Authority’s Authorized Representative in accordance with, and subject to the terms of,
Section 10.9), provided that the consent of the Authority shall not be required for any of the following:
(i) granting of a mortgage or other security interests in the Project Area and/or
the Minimum Improvements as provided in Article V hereof;
(ii) collaterally assigning Developer’s rights and obligations under this
Agreement and the TIF Notes to the holder of any Mortgage that is permitted under the
terms of Section 5.1;
(iii) leasing the Minimum Improvements in the normal course of business in a
manner consistent with this Agreement and the City Approvals;
(iv) assigning this Agreement (in full, but not in part) in connection with a
transfer of the 7200 Parcel or the 7250 Parcel to: (A) a Related Party of Developer or (B)
a joint venture entity in which Developer or a Related Party thereof will hold at least a
10% ownership interest and be responsible for the day-to-day management of the
Minimum Improvements, and a reputable, institutional investor will hold up to a 90%
ownership interest; provided, in any case: (1) such permitted assignee party executes an
agreement in a form reasonably approved by the Authority pursuant to which such
permitted assignee party, as applicable, assumes and agrees to perform the obligations of
Developer under this Agreement, and (2) Developer provides the Authority with such
information and documentation required by the Authority to confirm the completion of
such transfer and that the such transfer meets the requirements of this subsection; or
(v) any subsequent transfer of the 7200 Parcel and/or the Phase 2 Minimum
Improvements after the Authority has granted its consent to any initial transfer of the 7200
Parcel and/or the Phase 2 Minimum Improvements.
(b) If the Authority’s consent to a transfer of the TIF Notes or this Agreement,
pursuant to Section 3.6 and/or Section 8.2, as applicable, is required, then the Authority shall be entitled to
require, as conditions to its approval of any sale, assignment, conveyance, use or transfer of any rights, title,
and interest in and to this Agreement, the TIF Notes, the Project Area or the Minimum Improvements that:
(i) Any proposed transferee shall not be exempt from the payment of real
estate taxes and shall have the qualifications and financial responsibility, as determined by
the Authority, necessary and adequate to fulfill the obligations undertaken in this
Agreement by Developer;
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(ii) Any proposed transferee, by instrument in writing satisfactory to the
Authority and in form recordable among the land records shall, for itself and its successors
and assigns, and expressly for the benefit of the Authority have expressly assumed all of
the obligations of Developer (or such obligations of Developer as are applicable to the
portion of the Minimum Improvements acquired) under this Agreement and agree to be
subject to all the conditions and restrictions to which Developer is subject;
(iii) Developer must submit all instruments and other legal documents
involved in effecting transfer to the Authority; and
(iv) Developer and the transferee must comply with such other reasonable
conditions as the Authority may find desirable in order to achieve and safeguard the
purposes of the TIF Act, the Authority, this Agreement, the Minimum Improvements,
and/or the Project; and
(v) The transferee must demonstrate, in a manner satisfactory to the Authority,
its ability to perform all assumed obligations in this Agreement.
(c) In the absence of specific written agreement by the City and the Authority to the
contrary, neither the transfer of the Minimum Improvements, or any portion thereof, prior to the issuance
of the Certificate of Completion for the corresponding Phase of the Minimum Improvements or the City’s
or the Authority’s consent to such a transfer will relieve Developer of its obligations under this Agreement;
provided, however, in the event of a transfer to a permitted assignee party under Section 8.2(a)(iii), the
Authority and the City will release Developer of its obligations under this Agreement accruing after the
date of such permitted transfer.
(d) After the Authority’s issuance of the Certificate of Completion for the
corresponding Phase of the Minimum Improvements, Developer and 7200 Parcel Owner, as applicable,
may freely transfer the corresponding portion of the Project Area and Developer may freely assign or
transfer this Agreement (and the TIF Notes, subject to the requirements of Section 3.5), in each case,
without the Authority’s or the City’s consent; provided, however, Developer must promptly notify the
Authority and the City in writing of the name and contact information of the successor Developer under
this Agreement and the effective date of such assignment or transfer.
Article IX
Events of Default and Remedies
9.1 Events of Default Defined. “Events of Default” under this Agreement include any one or
more of the events listed in Sections 9.2 and 9.3.
9.2 Developer Events of Default. The following shall be Events of Default for Developer:
(a) subject to Unavoidable Delays and Cure Rights, Developer’s or 7200 Parcel
Owner’s failure to achieve Commencement and Completion of any aspect of the Minimum Improvements
by the applicable “Default Date” set forth in Section 4.1, provided that if the Authority issues a Certificate
of Completion, any such failure related to the Phase of the Minimum Improvements for which such
Certificate of Completion applies shall no longer be an Event of Default;
(b) subject to Unavoidable Delays and Cure Rights, Developer shall Default in its
obligations with respect to the construction of the Minimum Improvements (including the nature and the
date for the completion of the various elements thereof), or either Developer or 7200 Parcel Owner shall
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abandon or substantially suspend construction work on the Minimum Improvements, and any such Default,
violation, abandonment or suspension is not cured, ended or remedied within 30 days after written notice
to do so, provided that if the Authority issues a Certificate of Completion, such failure shall no longer be
an Event of Default;
(c) there is, in violation of this Agreement, any conveyance or other transfer of the
Project Area and/or the Minimum Improvements or any part thereof, and such violation is not cured within
30 days after written notice to do so;
(d) subject to Unavoidable Delay and Cure Rights, failure by Developer or 7200 Parcel
Owner, as applicable, to observe or perform any other covenant, condition, obligation or agreement on its
part to be observed or performed under this Agreement, any of the City Easements, the City Approvals, or
any other agreements regarding the Minimum Improvements, and the continuation of such failure for a
period of 30 days after written notice of such failure from any party hereto;
(e) if, prior to the delivery of the Certificate of Completion for either Phase of the
Minimum Improvements, either Developer or 7200 Parcel Owner shall (i) file any petition in bankruptcy
or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief
under the United States Bankruptcy Act of 1978, as amended or under any similar federal or State law; or
(ii) make an assignment for the benefit of its creditors; or (iii) become insolvent or adjudicated a bankrupt;
or if a petition or answer proposing the adjudication of Developer or 7200 Parcel Owner, as a bankrupt or
its reorganization under any present or future Federal bankruptcy act or any similar Federal or State law
shall be filed in any court and such petition or answer shall not be discharged or denied within 90 days after
the filing thereof; or a receiver, trustee or liquidator of Developer or 7200 Parcel Owner, or of the Minimum
Improvements, or part thereof, shall be appointed in any proceeding brought against Developer or 7200
Parcel Owner, and shall not be discharged within 90 days after such appointed, or if Developer or 7200
Parcel Owner shall consent to or acquiesce in such appointment.
9.3 City and Authority Events of Default. Subject to Cure Rights and events beyond the City’s
and/or the Authority’s control, the failure of the City or the Authority to observe or perform any covenant,
condition, obligation or agreement on its part to be observed or performed under this Agreement, and the
continuation of such failure for a period of 30 days after written notice of such failure from any party hereto
shall be an Event of Default for the City or the Authority.
9.4 Cure Rights. If a Default occurs under this Agreement which reasonably requires more
than 30 days to cure, such Default shall not constitute an Event of Default, provided that the curing of the
Default is promptly commenced upon receipt by the defaulting party of the written notice of the Default,
and with due diligence is thereafter continuously prosecuted to completion and is completed within a
reasonable period of time, and provided that the defaulting party keeps the non-defaulting party informed
at all times of its progress in curing the Default; provided, however in no event shall such additional cure
period for any Default extend beyond 180 days.
9.5 Authority Remedies on Developer Events of Default. Whenever any Event of Default
occurs by Developer, the Authority may take any one or more of the following actions:
(a) Termination. Terminate this Agreement (but not either TIF Note if then issued by
the Authority);
(b) Withhold TIF Assistance. Only for any uncured material Event of Default, the
Authority may suspend interest accrual and/or withhold payments due under the TIF Notes until Developer
has cured any Default which gave rise to such Event of Default; provided, however,
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(i) the Authority may not suspend interest accrual and/or withhold payments
due under the Phase 1 TIF Note due to an Event of Default of Developer arising from 7200
Parcel Owner’s failure to achieve Commencement and Completion of any aspect of the
Phase 2 Minimum Improvements by the applicable “Default Date” set forth in Section 4.1,
and
(ii) if the Phase 2 TIF Note has been issued and there is an Event of Default
of Developer due to any failure by Developer and/or the 7200 Parcel Owner to perform
any act or fulfill any other obligation hereunder relating solely to the 7200 Parcel, the Phase
2 Minimum Improvements, and/or the 7200 Parcel Owner (e.g., __________), then the
Authority may only suspend interest accrual and/or withhold payments due under the Phase
2 TIF Note as a remedy under this subsection as a result to any such Event of Default of
Developer, and the Authority may not suspend payments or accrual of interest under the
Phase 1 TIF Note as a remedy under this subsection as a result to any such Event of Default;
(c) Suspend Performance. Suspend performance under this Agreement until it receives
assurances from Developer or the holder of any Mortgage, deemed adequate by the Authority, that
Developer or the holder of any Mortgage will cure the Event of Default and continue its performance under
this Agreement,
(d) Withhold Certificate of Completion. Withhold a Certificate of Completion where
such Event of Default relates to Completion of a Phase of the Minimum Improvements or the issuance of a
Certificate of Completion;
(e) Other Remedies. All other remedies available at law or in equity that may appear
necessary or desirable to the Authority to collect any payments due under this Agreement, or to enforce
performance and observance of any obligation, agreement, or covenant of Developer under this Agreement,
including, without limitation, a right to specific performance.
For avoidance of doubt, and except as may be provided in any separate agreement relating to the
Project under which the 7200 Parcel Owner is a party (e.g., the Public Plaza Easement agreement), upon an
Event of Default of Developer, the Authority’s and City’s rights and remedies shall be against Developer,
and neither the Authority nor the City shall have any right to pursue any such remedy against the 7200
Parcel Owner for such Event of Default of Developer.
9.6 City Remedies on Developer Events of Default. Whenever any Event of Default of
Developer occurs, the City may suspend performance of its obligations under this Agreement and take
whatever action at law or in equity may appear necessary or desirable to the City to enforce performance
and observance of any obligation, agreement, or covenant of Developer under this Agreement, including
an action for specific performance.
9.7 Developer Remedies on City or Authority Events of Default. Whenever any Event of
Default of the City or the Authority occurs, Developer, may take whatever action at law or in equity may
appear necessary or desirable to enforce performance and observance of any obligation, agreement, or
covenant of the City or the Authority under this Agreement, including, without limitation, an action for
specific performance.
9.8 No Remedy Exclusive. No remedy herein conferred upon or reserved to the City, the
Authority or Developer is intended to be exclusive of any other available remedy or remedies unless
otherwise expressly stated, but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute.
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No delay or omission to exercise any right or power accruing upon any Default shall impair any such right
or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from
time to time and as often as may be deemed expedient. In order to entitle the Authority, the City or
Developer to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such
notice as may be required in this Article IX.
9.9 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.
9.10 Reimbursement of Attorneys’ Fees. Whenever a Default occurs and the non-defaulting
party shall employ attorneys or incur other expenses for the collection of payments due or to become due
or for the enforcement of performance or observance of any obligation or agreement under this Agreement,
the defaulting party shall, within 10 days of written demand by the non-defaulting party pay to such non-
defaulting party the reasonable fees of such attorneys and such other expenses so incurred by the non-
defaulting party. In the event of any enforcement action hereunder following a Default, the prevailing party,
in addition to other relief, shall be entitled to an award of attorney’s fees and costs. The City, Authority and
Developer waive their right to a jury trial on the issues of who is the prevailing party and the reasonable
amount of attorneys’ fees and costs to be awarded to the prevailing party. Those issues will be decided by
the trial judge upon motion by one or both parties, such motion to be decided based on the record as of the
end of the jury trial augmented only by the testimony and/or affidavits from the attorneys and their staff.
The parties agree that, subject to the trial judge’s discretion, the intent of this clause is to have all issues
related to the award of attorneys’ fees and costs decided by the trial judge as quickly as practicable.
Article X
Additional Provisions
10.1 Conflicts of Interest. No member of the Board or other official of the Authority shall have
any financial interest, direct or indirect, in this Agreement, the TIF District or the Minimum Improvements,
or any contract, agreement or other transaction contemplated to occur or be undertaken thereunder or with
respect thereto, nor shall any such member of the governing body or other official participate in any decision
relating to the Agreement which affects his or her personal interests or the interests of any corporation,
partnership or association in which he or she is directly or indirectly interested. No member, official or
employee of the City or the Authority shall be personally liable to the City or the Authority in the event of
any Default or breach by Developer of any obligations under the terms of this Agreement.
10.2 Titles of Articles and Sections. Any titles of the several parts, Articles and Sections of the
Agreement are inserted for convenience of reference only and shall be disregarded in construing or
interpreting any of its provisions.
10.3 Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice,
demand or other communication under this Agreement by any party to any other shall be in writing and
shall be sufficiently given or delivered if it is dispatched by reputable overnight courier, sent registered or
certified mail, postage prepaid, return receipt requested, or delivered personally, and addressed to:
Developer at: 7250 France Group, LLC
c/o Orion Investments
Attention: Ted Carlson
6550 York Avenue South, Suite 207
Edina MN 5543
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4895-5638-2034\7
The Authority at: Housing and Redevelopment Authority of Edina, Minnesota
Attention: Executive Director
4801 West 50th Street
Edina, MN 55424
with a copy to: Dorsey & Whitney LLP
Attention: Jay R. Lindgren
50 South Sixth Street, Suite 1500
Minneapolis, MN 55402
The City at: City of Edina
Attention: City Manager
4801 West 50th Street
Edina, MN 55424
with a copy to: Dorsey & Whitney LLP
Attention: Jay R. Lindgren
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.
10.4 Governing Law, Jurisdiction, Venue and Waiver of Trial by Jury. All matters, whether
sounding in tort or in contract, relating to the validity, construction, performance, or enforcement of this
Agreement shall be controlled by, interpreted and determined in accordance with the laws of the state of
Minnesota without regard to its conflict and choice of law provisions. Any litigation arising out of this
Agreement shall be venued exclusively in Hennepin County District Court, Fourth Judicial District, state
of Minnesota and shall not be removed therefrom to any other federal or state court. The Authority and
Developer hereby consent to personal jurisdiction and venue in the foregoing court. The Authority and
Developer hereby waive trial by jury for any litigation arising out of this Agreement.
10.5 Severability. If any term or provision of this Agreement is determined to be invalid or
unenforceable under applicable Law, the remainder of this Agreement shall not be affected thereby, and
each remaining term or provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by applicable Law.
10.6 Consents and Approvals. Whenever the terms “consent,” “approve,” or “approval” are used
herein, they shall mean consent or approval in a party’s sole discretion, unless specifically provided
otherwise. All consents or approvals must be delivered in writing in order to be effective.
10.7 Additional Documents. When reasonably requested to do so by another party, each party
shall execute or cause to be executed any further documents as may be reasonably necessary or expedient
and within their lawful obligation in order to consummate the transactions provided for in, and to carry out
the purpose and intent of, this Agreement.
10.8 Limitation. All covenants, stipulations, promises, agreements and obligations of the
Authority or Developer contained in this Agreement shall be deemed to be the covenants, stipulations,
promises, agreements and obligations of the Authority and Developer, and not of any governing body
member, officer, agent, servant, manager or employee of the Authority or Developer in the individual
capacity thereof.
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10.9 City/Authority Approval. Unless the City Council or the Board, as applicable, determines
otherwise in its discretion, all approvals and other actions required of or taken by the Authority or the City
shall be effective upon action by the Authorized Representative of the Authority or City, as applicable (or
in either case his/her designee), unless (a) this Agreement explicitly provides for approval by the City
Council or the Board of the Authority, (b) approval by the Council or Board is required by law or (c) the
approval, in the opinion of the City Manager or the Executive Director, would result in a material change
in the terms of this Agreement.
10.10 Superseding Effect. This Agreement reflects the entire agreement of the parties with
respect to the items covered by this Agreement, and supersedes in all respects all prior agreements of the
parties, whether written or otherwise, with respect to the items covered by this Agreement.
10.11 Relationship of Parties. Nothing in this Agreement is intended, or shall be construed, to
create a partnership or joint venture among or between the parties hereto, and the rights and remedies of
the parties hereto shall be strictly as set forth in this Agreement.
10.12 Survival of Terms. The following Sections will survive the expiration or earlier termination
of this Agreement: Section 6.1 [Insurance]; Section 6.2 [Indemnification]; Section 7.1 [Developer
Reimbursement Obligations]; Sections 9.5 through 9.10 [Remedies on Default, etc.] to the extent of any
Event of Default arising prior to such termination or expiration; Section 10.3 [Notices and Demands];
Section 10.4 [Governing Law, Jurisdiction, Venue and Waiver of Trial by Jury]; Section 10.14 [No Waiver
of Governmental Immunity and Limitations on Liability]; and Section 10.17 [Limited Liability].
10.13 Data Practices Act. Developer acknowledges that all of the data created, collected,
received, stored, used, maintained, or disseminated by Developer with regard to the performance of its
duties under this Agreement are subject to the requirements of Chapter 13, Minnesota Statutes.
10.14 No Waiver of Governmental Immunity and Limitations on Liability. Nothing in this
Agreement shall in any way affect or impair the City’s or Authority’s immunity or the immunity of the
City’s and Authority’s employees, consultants and contractors, whether on account of official immunity,
legislative immunity, statutory immunity, discretionary immunity or otherwise. Nothing in this Agreement
shall in any way affect or impair the limitations on the City’s or Authority’s liability or the liability of the
City’s and Authority’s employees, consultants and independent contractors. By entering into this
Agreement, the Authority does not waive any rights, protections, or limitations as provided under law and
equity for the Authority, or of their respective employees, consultants and contractors.
10.15 City and Authority Regulatory Authority. Nothing in this Agreement shall be construed to
limit or modify the City’s or Authority’s regulatory authority.
10.16 Memorandum of Agreement. Neither party shall cause this Agreement to be recorded or
filed in the real estate records of the County. However, Developer shall cause a memorandum of this
Agreement to be so recorded or filed in the form attached as Exhibit G, and hereby incorporated herein by
reference upon execution of this Agreement upon the Project Area. At the time of execution of this
Agreement the parties hereto and 7200 Parcel Owner will also execute and acknowledge the Memorandum
of Agreement.
10.17 Limited Liability. Notwithstanding anything to contrary provided in this Agreement, it is
specifically understood and agreed, such agreement being the primary consideration for the execution of
this Agreement by Developer, that (a) there should be absolutely no personal liability on the part of any
director, officer, manager, member, employee or agent of Developer or the City or Authority with respect
to any terms, covenants and conditions in this Agreement; (b) Developer and the Authority waive all claims,
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demands and causes of action against the other parties’ directors, officers, managers, members, employees
and agents in any Event of Default, by either party, as the case may be, of any of the terms, covenants and
conditions of this Agreement to be performed by either party; and (c) Developer and the Authority, as the
case may be, shall look solely to the assets of the other party for the satisfaction of each and every applicable
remedy in the Event of Default by any party, as the case may be, of any of the terms, covenants and
conditions of this Agreement such exculpation of liability to be absolute and without any exception
whatsoever.
10.18 Time is of the Essence. Time is of the essence of this Agreement and each and every term
and condition hereof; provided, however, that if any date herein set forth for the performance of any
obligations by Developer or the Authority or for the delivery of any instrument or notice as herein provided
should not be on a business day, the compliance with such obligations or delivery shall be deemed
acceptable on the next following business day.
10.19 Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall constitute one and the same instrument.
10.20 Amendments. This Agreement shall not be amended unless in writing and executed by the
parties hereto. Developer shall be responsible for obtaining any necessary consent to an amendment to this
Agreement from the Construction Lender or Permanent Lender, as applicable.
10.21 Term. The term of this Agreement shall be effective from the Effective Date above written
until the earlier of (a) the date this Agreement is terminated pursuant to the terms and conditions hereof, (b)
payment in full of the TIF Notes, or (c) the date of termination of the TIF District. Upon termination, the
parties agree to execute and record a document terminating this Agreement and providing for the release of
the obligations under this Agreement.
10.22 Estoppel Certificate. Each party shall, within fifteen (15) days after request from the other
party hereto, deliver a written statement which may be relied upon by the requesting party, or any lender or
transferee of the requesting party, setting forth (a) whether, to the best knowledge of the party providing
the written statement, that the requesting party is not in default and there exists no circumstance which with
the giving of notice or lapse of time, or both, would constitute a default (or if such party is aware of any
such default or circumstance specifying the same); and (b) such other factual certifications as may be
reasonably requested by the requesting party.
10.23 Relationship to 7200 Parcel and 7200 Parcel Owner. Notwithstanding anything herein to
the contrary, and for avoidance of doubt, Developer is responsible hereunder for all obligations related to
both Phases of the Minimum Improvements and, in that connection, Developer shall cause 7200 Parcel
Owner to timely and fully comply with all obligations and requirements hereunder pertaining to or related
to the 7200 Parcel Owner and/or the 7200 Parcel, and failure by Developer to do so will be a Default of
Developer hereunder, subject to the applicable terms and conditions hereof.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
Dorsey Draft – April 11, 2023
[Signature Page to Redevelopment Agreement (7200-7250 France Avenue)]
4895-5638-2034\7
IN WITNESS WHEREOF, the City, the Authority and Developer have caused this Agreement 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 ____________, 2023, 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
Dorsey Draft – April 11, 2023
[Signature Page to Redevelopment Agreement (7200-7250 France Avenue)]
4895-5638-2034\7
Housing and Redevelopment Authority of
Edina, Minnesota
By: ______________________________
James B. Hovland, Chair
By: ______________________________
James Pierce, Secretary
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ____ day of _______________, 2023, by
James B. Hovland and James Pierce, the Chair and Secretary, respectively, of the Housing and
Redevelopment Authority of Edina, Minnesota, on behalf of said Authority.
____________________________________________
Notary Public
Dorsey Draft – April 11, 2023
[Signature Page to Redevelopment Agreement (7200-7250 France Avenue)]
4895-5638-2034\7
7250 France Group, LLC,
a Minnesota limited liability company
By: _________________________________________
Name: _______________________________________
Its: __________________________________________
STATE OF _______________ )
) ss.
COUNTY OF ______________ )
The foregoing instrument was acknowledged before me this ___ day of _______________, 2023, by
____________________, the _______________ of 7250 France Group, LLC, a Minnesota limited liability
company, on behalf of the company.
Notary Public
Dorsey Draft – April 11, 2023
[Acknowledgement and Consent of 7200 Parcel Owner to Redevelopment Agreement (7200-7250 France Avenue)]
4895-5638-2034\7
Acknowledgement and Consent of 7200 Parcel Owner
The undersigned, France Property Partners, LLC, a Minnesota limited liability company, as the
current owner of the 7200 Parcel, as defined and legally described in the foregoing Redevelopment
Agreement dated April 18, 2023 (as may be amended, supplemented, restated, and/or otherwise modified
from time to time, the “Redevelopment Agreement”), 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
(“Authority”), and 7250 France Group, LLC, a Minnesota limited liability company (“Developer”),
hereby consents to the Redevelopment Agreement and hereby acknowledges and agrees that (i) it has
reviewed the Redevelopment Agreement in effect as of the date hereof, (ii) the Redevelopment Agreement
contains certain restrictions pertaining to the 7200 Parcel and the 7200 Parcel Owner, (iii) that 7200 Parcel
must perform certain actions in order for Developer to comply with the terms of the Redevelopment
Agreement, including, without limitation, constructing the Phase 2 Minimum Improvements, granting
certain City Easements encumbering the 7200 Parcel, and providing certain financial and ownership
information regarding the 7200 Parcel and the 7200 Parcel Owner all upon the terms and conditions of the
Redevelopment Agreement, and (iv) the City and/or the Authority, as applicable, may take any action under
the Redevelopment Agreement, including, without limitation, agreeing to any alteration, modification,
altering, amendment, and/or restatement the Redevelopment Agreement, in each case, without notice to or
assent of 7200 Parcel Owner.
Unless otherwise defined herein or unless context requires otherwise, undefined terms used in the
foregoing paragraph shall have the meanings set forth in the Redevelopment Agreement.
Dated: April 18, 2023
France Property Partners, LLC,
a Minnesota limited liability company
By: _________________________________________
Name: _______________________________________
Its: __________________________________________
STATE OF _______________ )
) ss.
COUNTY OF ______________ )
The foregoing instrument was acknowledged before me this ___ day of _______________, 2023, by
____________________, the _______________ of France Property Partners, LLC, a Minnesota limited
liability company, on behalf of the company.
Notary Public
.
SOURCES
Ph. 1 Amount Ph. 2 Amount Combined
First Mortgage 59,889,140 48,120,044 108,009,184
Other Loans 0 0 0
Equity 25,666,775 28,872,026 54,538,801
TOTAL SOURCES 85,555,915 76,992,070 162,547,985
USES
Ph. 1 Amount Ph. 2 Amount Combined
Acquisition Costs Per Site sq. ft.5,100,000 6,100,000 11,200,000
Building Construction and Overhead 58,583,514 59,326,000 117,909,514
Hard Cost Contingency 1,970,547 2,627,500 4,598,047
Site Improvements / Demolition 5,855,358 250,000 6,105,358
Permits / Fees 383,288 0 383,288
Professional Services 3,689,260 2,558,713 6,247,973
Soft Cost Contingency 455,943 342,425 798,368
Financing Costs 5,161,328 2,800,744 7,962,072
Developer Fee 4,250,000 2,736,688 6,986,688
Cash Accounts / Reserves 106,677 250,000 356,677
TOTAL USES 85,555,915 76,992,070 162,547,985
Phase 2: Hotel Building
EXHIBIT D - INITIAL TIF PRO FORMA
PHASE I AND 2 PROJECT SOURCES AND USES
Phase 1: Project Site Redevelopment and Multi-Tenant Office Building
7200-7250 France Redevelopment Agreement Page D-1
Commercial Rent and Income
Rent Per Annual Sq. Ft /
Sq. Ft.Revenue Units
Commercial Office and Retail Rent (NNN)
Office Type 1 $36.00 $3,254,292 90,397 rsf
Office Type 2 $52.00 $1,195,636 22,993 rsf
Office Type 3 $38.00 $847,590 22,305 rsf
Parking 195 $397,800 170 leased stalls
Gross Revenue $5,695,318 135,695 rsf
Vacancy Loss 5.00%($264,876)
Expense on Vacancy (CAM & Property Taxes)5.00%($85,146)
$5,345,296
Net Operating Income (NOI)$5,345,296
Requested Tax Increment Assistance $667,000
Net Operating Income (with Assistance)$6,012,296
W/ Assistance
Commercial NOI:$6,012,296
Total Development Cost:85,555,915
Less 7200 France Proceeds:0
Adjusted Total Development Cost:85,555,915
Cash on Cost Return ("Market Return Rate"):7.03%
NOI:Coverage $6,012,296 Coverage
Less Debt Service:1.10 ($4,852,509)1.24
Net Cashflow:$1,159,787
Cash on Cash Annual Return on Equity:4.52%
Effective Gross Income
PHASE I MINIMUM IMPROVEMENTS
Multi-Tenant Office Operating Assumptions
85,555,915
$5,345,296
No Assistance
6.25%
$5,345,296
($4,852,509)
$492,787
1.92%
0
85,555,915
7200-7250 France Redevelopment Agreement Page D-2
Commercial Rent and Income
Rent Per Annual Sq. Ft /
Sq. Ft.Revenue Units
Operating Revenue
Rooms $325.00 $11,032,125 150 rooms
Food & Beverage $48.00 $5,770,650 0
Other Facilities $31.50 $331,632 0
Miscellaneous 195 $149,094 0
Total Operating Revenue $17,283,501 150 rooms
$17,283,501
Expenses
Amount % Gross
Departmental Expenses
Rooms $1,332,657 12.1%
Food & Beverage $2,930,671 50.8%
Other Operated Departments $157,484
Total Departmental Expenses ($4,420,812)-25.6%
General Expenses
Administration $1,071,577 6.2%
IT Systems $276,536 1.6%
Sales & Marketing $734,549 4.3%
Franchise Fees $959,234 5.5%
Property & Maintenance $604,923 3.5%
Utilities $362,954 2.1%
Total General Expenses ($4,009,773)-23.2%
Non-Operating Income (Expense)
Misc. Income $204,000 1.2%
Management (4.0%)($691,340)-4.0%
Rent ($25,793)-0.1%
Property and Other Taxes ($275,000)-1.6%
Insurance ($390,000)-2.3%
Replacement Reserves ($172,835)-1.0%
Total General Expenses ($1,350,968)-7.8%
Total Net Inccome $7,501,948 43.4%
Tax Increment $0 0.0%
Net Operating Income (NOI)$7,501,948 43.4%
Combined with Phase 1
Commercial NOI:$12,847,244
Total Development Cost:162,547,985
Less 7200 France Proceeds:0
Adjusted Total Development Cost:162,547,985
Cash on Cost Return (NOI/Cost):7.90%
Commercial NOI:Coverage $12,847,244 Coverage
Less Debt Service:1.88 ($8,842,112)1.45
Net Cashflow:$4,005,131
Cash on Cash Annual Return on Equity:7.34%
Tax Increment:$667,000
Adjusted Cash on Cost Return ("Market Return Rate"):8.31%
Adjusted Cash on Cash Annual Return on Equity:8.57%
Phase 2
PHASE 2 MINIMUM IMPROVEMENTS
Hotel Operating Assumptions
Gross Revenues
12.17%
$7,501,948
76,992,070
9.74%
$7,501,948
($3,989,603)
$3,512,345
0
76,992,070
7200-7250 France Redevelopment Agreement Page D-3
Phase 1 Phase 2 Total Phase 1 Phase 2 Total Phase 1 Phase 2 Total
Net Operating Income End of Year 5,561,246 7,501,948 13,063,194 5,901,639 7,961,127 13,862,766 6,914,710 9,327,729 16,242,440
Divided By Cap Rate 6.00%6.75%6.00%6.75%6.00%6.75%
Gross Sale Price 92,687,433 111,139,970 203,827,403 98,360,645 117,942,626 216,303,271 115,245,172 138,188,584 253,433,756
Less: First Mortgage 57,291,523 47,355,168 104,646,691 53,564,295 44,725,909 98,290,204 39,230,285 34,467,522 73,697,807
Net Sale Amount 35,395,910 63,784,802 99,180,712 44,796,350 73,216,717 118,013,067 76,014,887 103,721,062 179,735,949
Less: Sales Expense 2.00%(1,853,749)(2,222,799)(4,076,548)(1,967,213)(2,358,853)(4,326,065)(2,304,903)(2,763,772)(5,068,675)
33,542,161 61,562,003 95,104,164 42,829,137 70,857,864 113,687,002 73,709,984 100,957,290 174,667,274
Sample Phase 1 Phase 2 Total Phase 1 Phase 2 Total Phase 1 Phase 2 Total
Year Net Sales Proceeds Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow
Initial Go-Ahead (25,666,775)0 (25,666,775)(25,666,775)0 (25,666,775)(25,666,775)0 (25,666,775)
2024 0 0 0 0 0 0 0 0 0
2025 246,393 (28,872,026)(28,625,633)246,393 (28,872,026)(28,625,633)246,393 (28,872,026)(28,625,633)
2026 1,126,409 0 1,126,409 1,126,409 0 1,126,409 1,126,409 0 1,126,409
2027 95,104,164 34,777,614 65,074,348 99,851,961 1,235,453 3,512,345 4,747,798 1,235,453 3,512,345 4,747,798
2028 1,486,962 3,662,384 5,149,346 1,486,962 3,662,384 5,149,346
2029 1,600,411 3,815,424 5,415,835 1,600,411 3,815,424 5,415,835
2030 113,687,002 44,545,267 74,829,388 119,374,655 1,716,130 3,971,524 5,687,654
2031 1,834,162 4,130,747 5,964,909
2032 1,954,556 4,293,154 6,247,709
2033 2,077,357 4,458,809 6,536,166
2034 2,202,614 4,627,777 6,830,391
2035 2,330,377 4,800,125 7,130,501
2036 2,460,695 4,975,919 7,436,614
2037 2,593,619 5,155,230 7,748,848
2038 174,667,274 76,439,185 106,295,416 182,734,601
2039
Total 10,483,641 36,202,322 46,685,963 24,574,120 56,947,515 81,521,634 73,637,547 124,826,826 198,464,373
INTERNAL RATE OF RETURN:22.68%17.39%14.08%
Section 3.5(d) Excess Return IRR:22.00%19.00%16.00%
PROJECT RETURN EXCEEDED?Yes No No
A) EXCESS RETURN:1,759,300 0 0
B) Remaining TIF Notes Balance:$7,550,000 $7,215,843 $5,180,793
C) Adjusted TIF Notes Balance (B less A):$5,790,700 $7,215,843 $5,180,793
D) Remaining Excess Return (A less B):$0 $0 $0
E) Cumulative TIF Notes P&I Payments:$790,074 $2,720,932 $8,056,932
TIF Adjustment (Lesser D or E):$0 $0 $0
Notes:
Sample Office Cap Rate:6.00%Sample Hotel Cap Rate:6.75%Stabilized TIF Note:$7,550,000
Sales Expense:2.00%Sales Expense:2.00%TIF Note Rate:6.50%
Development Cost:$85,555,915 Development Cost:$76,992,070 Initial Annual TIF P&I:$667,000
Equity Investment $25,666,775 Equity Investment $28,872,026
Initial First Mortgage $59,889,140 Initial First Mortgage $48,120,044
Additional Debt:$0 Additional Debt:$0
IRR ANALYSIS END OF YEAR:Year 4 Year 7 Year 15
Phase I Assumptions:
Sample Internal Rate of Return (IRR) calculation of the Initial TIF Proforma project cashflows and potential sales of the Minimum Improvements through year 15. Hypothetical sales proceeds assume onetime sale of
the Minimum Improvements using valuation based on Initial TIF Proforma Net Operating Income and cap rate estimates for local office and hotel properties. Annual cash flows include Net Operating Income less
annual debt service and reserve allowance. Hypothetical sales are provided solely for purposes of providing an example of the Lookback and its Excess Return and TIF Adjustment provisions.
Phase 2 Assumptions:
Year 4 Year 7 Year 15
2027 2030 2038
SALE ANALYSIS END OF YEAR:
NET SALES PROCEEDS:
2027 2030 2038
EXHIBIT I - Sample Lookback Calculation
7200-7250 France Avenue Redevelopment
City of Edina
Sales and Cashflow Analysis for Sample IRR Calculation and TIF Adjustment
7200-7250 France Redevelopment Agreement Page I-1