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Home My WebLink About2023-04-18 HRA Special Meeting PacketAg enda E dina H ousing and R edevelopm ent Author ity City of E dina, Minnesota City Hall, Council Chambers Tuesday, April 18, 2023 7:00 PM Watch the m eeting on cable TV or at EdinaMN.gov/LiveMeeting s or Facebook.com /EdinaMN. Participate in Comm unity Comm ent Call 786-496-5601 Enter Conference 0331202# Press *1 on your telephone keypad when you would like to get in the queue to speak An operator will intr oduce you when it is your turn I.Call to Ord er II.Roll Call III.Ap p roval of Meetin g Agen d a IV.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. V.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.Approve Ta x In crem ent Fin ancing Redevelop m ent Agreem en t with 7250 Fra n ce Grou p , LLC VI.Executive Director's Com m ents VII.HRA Com m issioners' Com m en ts VIII.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 pli6ca 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 18, 2023 Agenda Item #: V.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:Approve Tax Inc rement F inanc ing R edevelopment Agreement with 7250 F rance G roup, LLC 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: Approve Tax I ncrement Financing R edevelopment Agreement with 7250 F rance G roup, L L C I N TR O D U C TI O N: T his item pertains to the potential use of Tax I ncrement F inancing 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 F ebruary 16, 2023. S taff will present a summary of the proposed Agreement and will be available for questions. T he legal and financial advisors that provided expertise and counsel to the C ity will also be available for questions. S taff recommends that the Redevelopment Agreement be approved. AT TAC HME N T S: Description Staff Report - 7200-50 TIF Agreement Staff Pres entation - 7200-50 TIF Agreement Redevelopment Agreement with Exhibits Housing and Redevelopment Authority April 18, 2023 Mayor Hovland and Members of the Edina City Council, and Chair Hovland and Members of the Edina Housing and Redevelopment Authority Bill Neuendorf, Economic Development Manager Tax Increment Financing Redevelopment Agreement with 7250 France Group, LLC Information / Background: Orion Investments dba 7250 France Group, LLC is the developer for the 5-acre commercial site located at 7200-7250 France Avenue. The site was formerly occupied by two vacant office buildings. Demolition of both buildings began in late 2022 and is anticipated to be completed in spring 2023 when the developer has full funding in place for this redevelopment project. The City Council granted final rezoning and overall site plan approval for the 5-acre site in February 2023. As envisioned in the Greater Southdale District Plan, the two separate parcels will be reconstructed simultaneously so that a new north/south roadway and bicycle/pedestrian trail can be constructed between Gallagher and 72nd Street. The overall site plan also provides new perimeter sidewalks as well as interior plazas with overlook seating areas adjacent to the stormwater basin. These public improvements will be constructed and maintained by the developer. Each public area will be secured by a permanent public easement. Slightly more than 51% of the site will be constrained with easements to benefit the general public and the immediate residential neighbors. The first phase of construction anticipates a new Class A office building. The second phase is intended to be a new upscale or luxury hotel with commercial amenities. Alternatively, the second phase may also be multifamily housing if the hotel does not secure private financing. Both phases will share the underground parking stalls located beneath each building. This new plan replaces a multi-family housing plan that was formerly approved in 2019. That project was unable to secure financing due to the high cost of constructing the project. That developer sold the property to the new owners. The developer began to remove the blighted & substandard buildings in 2022 in order to abate a nuisance to the neighborhood. The developer intends to invest approximately $162 million into the site. Upon completion, this degree of redevelopment will transform the 1960’s suburban-style STAFF REPORT – 7200-7250 France – TIF Redevelopment Agreement Page 2 commercial parcels into a modern mixed use site that sets a new tone for redevelopment consistent with the 2018 Greater Southdale District Plan. Summary The developer is prepared to assume all financial risk for this new project using a market driven combination of debt and equity. The developer requested that Tax Increment Financing be provided after completion of each phase of the project to help defray the cost of redeveloping the site with the high degree of public improvements. Staff has met with the developer to understand the financial conditions that require the consideration of public financing to supplement the private debt and equity. Staff has engaged legal and financial advisors at Ehlers Associates and Dorsey & Whitney to scrutinize the financial pro forma and prepare a complete Redevelopment Agreement based on the general term sheet that was reviewed by the Edina HRA in February 2023. While these advisors work for the City / HRA, the cost of their work has been borne by the developers. The Redevelopment Agreement abides by applicable Minnesota Statutes that govern Tax Increment Financing. The terms and conditions in the Agreement are also consistent with Edina’s TIF Policy and best practice which is typically more limited than allowed by Minnesota Statute. This TIF Redevelopment Agreement follows the general format and strategic approach typically used by the City for redevelopment projects that include multiple phases, a mixture of uses and a wide variety of public benefits. The public benefits are delivered in the first phase and the reimbursement for these costs occurs over time to eliminate financial risk to the community. Ehlers has scrutinized the budgets and financial pro formas for each Phase and the total project. Ehlers has determined that the financial gap is approximately $7.55 million or approximately 5% of the total development cost. Ehlers also confirmed that “but for” the use of TIF, a project of this scale, caliber and quality will be unable to secure private financing. The structure of the Agreement maintains all financial risk with the developer. The developer will provide up front financing through private debt and equity. TIF will only be used to reimburse the developer for eligible costs after each phase of the project is successfully completed and after all public benefits have been delivered. The developers and City staff are mutually supportive of the terms and conditions expressed in this Agreement. Recommended Action: Approve the Tax Increment Financing Redevelopment Agreement with 7250 France Group, LLC. # # # The CITY ofEDINA 7200-7250 France Avenue Proposed TIF Redevelopment Agreement with 7250 France Group, LLC Report to: Edina City Council and Edina Housing & Redevelopment Authority April 18, 2023 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> 100 police calls annually over past 3 years 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 considered today 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 •-15% 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 Staff Recommendation Staff recommends that the TIF Redevelopment Agreement with 7250 France Group, LLC be approved. City staff and the HRA’s legal and financial advisors are available if you have any additional questions. Execution Draft Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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 Execution Draft -i- Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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 ................................................................................................... 25 4.10 Effect of Delay ........................................................................................................... 29 4.11 Additional Responsibilities of Developer .................................................................. 29 4.12 Certificate of Completion ........................................................................................... 29 4.13 Future Public Crossing ............................................................................................... 32 4.14 Special Service District .............................................................................................. 35 Article V Encumbrance of the Project Area .......................................................................................... 35 5.1 Mortgage of the Project Area ..................................................................................... 35 5.2 Copy of Notice of Default to Mortgagee .................................................................... 36 5.3 Mortgagee’s Option to Cure Events of Default .......................................................... 36 5.4 Rights of a Foreclosing Mortgagee ............................................................................ 36 5.5 Events of Default Under Mortgage ............................................................................ 37 5.6 Subordination of Agreement ...................................................................................... 37 Execution Draft -ii- Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 Article VI Insurance and Indemnification .............................................................................................. 37 6.1 Insurance .................................................................................................................... 37 6.2 Indemnification .......................................................................................................... 38 Article VII Other Developer Covenants ................................................................................................. 38 7.1 Developer Reimbursement Obligations ..................................................................... 39 7.2 Maintenance and Operation of the Improvements ..................................................... 39 7.3 Cooperation with Litigation ....................................................................................... 39 7.4 Condemnation, Damage, or Destruction .................................................................... 39 7.5 Business Subsidy Agreement ..................................................................................... 39 7.6 Developer/Authority Grant Applications ................................................................... 40 7.7 Mitigation of Construction Disruption ....................................................................... 40 7.8 Parcel 7200 Temporary Parking; Phase 2 Pad Site Preparation ................................. 40 7.9 Project Information .................................................................................................... 40 Article VIII Transfer Limitations ........................................................................................................... 41 8.1 Representation as to the Minimum Improvements ..................................................... 41 8.2 Limitation on Transfers .............................................................................................. 41 Article IX Events of Default and Remedies ............................................................................................ 43 9.1 Events of Default Defined .......................................................................................... 43 9.2 Developer Events of Default ...................................................................................... 43 9.3 City and Authority Events of Default ......................................................................... 44 9.4 Cure Rights ................................................................................................................. 44 9.5 Authority Remedies on Developer Events of Default ................................................ 44 9.6 City Remedies on Developer Events of Default ......................................................... 45 9.7 Developer Remedies on City or Authority Events of Default .................................... 45 9.8 No Remedy Exclusive ................................................................................................ 45 9.9 No Additional Waiver Implied by One Waiver ......................................................... 46 9.10 Reimbursement of Attorneys’ Fees ............................................................................ 46 Article X Additional Provisions ............................................................................................................... 46 10.1 Conflicts of Interest .................................................................................................... 46 10.2 Titles of Articles and Sections .................................................................................... 46 10.3 Notices and Demands ................................................................................................. 46 10.4 Governing Law, Jurisdiction, Venue and Waiver of Trial by Jury ............................ 47 10.5 Severability ................................................................................................................. 47 10.6 Consents and Approvals ............................................................................................. 47 10.7 Additional Documents ................................................................................................ 47 10.8 Limitation ................................................................................................................... 47 10.9 City/Authority Approval ............................................................................................ 47 10.10 Superseding Effect ..................................................................................................... 48 10.11 Relationship of Parties................................................................................................ 48 10.12 Survival of Terms ....................................................................................................... 48 10.13 Data Practices Act ...................................................................................................... 48 10.14 No Waiver of Governmental Immunity and Limitations on Liability ........................ 48 Execution Draft -iii- Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 10.15 City and Authority Regulatory Authority................................................................... 48 10.16 Memorandum of Agreement ...................................................................................... 48 10.17 Limited Liability ........................................................................................................ 48 10.18 Time is of the Essence ................................................................................................ 49 10.19 Counterparts ............................................................................................................... 49 10.20 Amendments ............................................................................................................... 49 10.21 Term ........................................................................................................................... 49 10.22 Estoppel Certificate .................................................................................................... 49 10.23 Relationship to 7200 Parcel and 7200 Parcel Owner ................................................. 49 Execution Draft -iv- Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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 for Phase 1 Minimum Improvements Exhibit L Form of Equity and Inclusion Report Execution Draft 1 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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. Execution Draft 2 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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. Execution Draft 3 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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. Execution Draft 4 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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 Execution Draft 5 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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). “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, Developer, or 7200 Parcel Owner 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. Execution Draft 6 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 “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 Execution Draft 7 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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. Execution Draft 8 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 “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 Execution Draft 9 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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. Execution Draft 10 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (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. Execution Draft 11 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (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”): Execution Draft 12 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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 *Plus up to $200,000 for any additional design and construction costs incurred by Developer pursuant to the Public Crossing Agreement related to the Public Crossing. Execution Draft 13 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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 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 Execution Draft 14 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 Improvements costs corresponding to the line item detail shown in the initial projected TIF Pro Forma attached as Exhibit D; (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); Execution Draft 15 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (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 Execution Draft 16 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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 Execution Draft 17 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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 Execution Draft 18 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (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% Execution Draft 19 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 Lookback Date IRR beyond which Excess Return is created 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 Execution Draft 20 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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 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 Execution Draft 21 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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. 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 Execution Draft 22 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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 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: Execution Draft 23 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (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. (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 Execution Draft 24 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 City’s Authorized Representative in accordance with, and subject to the terms of, Section 10.9. (v) The Public Crossing Agreement in accordance with Section 4.13(b). (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 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, the shell buildings) 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. Tenant improvements constructed in each such building should be similarly certified, but separate certifications are optional for individual tenants; provided, however, at no time shall any tenant improvements cause either shell building to no longer qualify the LEED Silver certification (or equivalent approved in accordance with this section). During the term of Execution Draft 25 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 the TIF District, Developer shall cause such certification to be renewed every three (3) years or as otherwise 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 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 Execution Draft 26 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 • 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. • 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. Execution Draft 27 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (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. • 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 Execution Draft 28 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 • 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 “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. At no time shall Developer take any action to avoid exercising the good faith efforts required in this section as a means to reduce the financial costs associated with endeavoring to achieve the workforce goals identified in Section 4.9(b). Any action(s) to intentionally pay the foregoing penalty in lieu of exercising the good faith efforts required in this section shall be considered a Default with Cure Rights determined in accordance with Section 9.4. Execution Draft 29 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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. (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. Developer shall, and shall cause 7200 Parcel Owner to, provide access to the Project Area to confirm compliance with this section. 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: Execution Draft 30 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (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 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 Execution Draft 31 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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; (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 Execution Draft 32 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 any of the City Approvals, City Easements, or any other agreement pertaining to the Project, beyond any applicable notice and cure periods. (c) 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. 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, at its cost, 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. Execution Draft 33 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (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 the maintenance of the stormwater basin, as may be modified, provided that the City or Authority shall reimburse such party for the City/Authority’s pro rata share related to the Public Crossing of the cost for the maintenance of the stormwater basin. Developer and/ 7200 Parcel Owner shall grant to the City all necessary permanent stormwater easements in connection with foregoing at no cost to the City. (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. Execution Draft 34 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (ix) Customary rights, obligations, and requirements regarding insurance, indemnification, casualty, and reasonable rules and regulations for the Public Crossing. The City/Authority shall be responsible for any increases in costs for insurance and compliance incurred by Developer or 7200 Parcel Owner and demonstrated by Developer to be solely a direct result of the Public Crossing, including, but not limited, requirements of mortgagees and insurance companies, as the same be agreed upon in the Public Crossing Agreement. (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. (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. Execution Draft 35 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (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. As soon as reasonably practical after the date hereof, Developer, City staff, and their respective engineers shall coordinate and communicate in order for Developer to be able to 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. The City will endeavor to provide Developer with conceptual engineering information for any proposed Public Crossing before the foundation design for each Phase is complete. The City shall to be responsible for all documented and reasonable cost increases, including but not limited to design and construction, related solely to changes to the Phase 1 Building and/or the Phase 2 Building necessary to accommodate the Public Crossing. Developer and City staff shall otherwise promptly and diligently communicate with each other regarding such design to endeavor to ensure that such foundations do not interfere with the City’s Public Crossing construction plans. 4.14 Special Service District. If the City desires to establish a special service district in accordance with Minnesota Statutes Sections 428A.01 to 428A.101 (or a similar business improvement district as may be allowed by City ordinance) to assess costs of maintenance and services to promote the France Avenue business district, Developer agrees to affirmatively support establishment of such district, petition for establishment as required and participate in such district. In furtherance of the foregoing, Developer shall, if requested by the City, file a petition with the City for the establishment of such district in a form acceptable to the City. Furthermore, Developer hereby consents to the establishment of such a district and waives all rights to notice, objection, appeal, and veto granted under law or in equity. 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 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 Execution Draft 36 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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 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 Execution Draft 37 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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. 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 Execution Draft 38 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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 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 Execution Draft 39 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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 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 Execution Draft 40 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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. 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 Execution Draft 41 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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 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: Execution Draft 42 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (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; (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 Execution Draft 43 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (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: (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 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; Execution Draft 44 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (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, (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 or Developer’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) the Authority may also not suspend interest accrual and/or withhold payments due under the Phase 1 TIF Note due to an Event of Default for Developer arising solely from a 7200 Parcel Default, and (iii) if the Phase 2 TIF Note has been issued and there is an Event of Default of Developer due to any failure by 7200 Parcel Owner (including any inability of Developer to cause 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 Execution Draft 45 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 the 7200 Parcel Owner (e.g., 7200 Parcel Owner violating Sections 3.7, 4.11, or 6.1 with respect to the Phase 2 Minimum Improvements, and/or the 7200 Parcel Owner) (each a “7200 Parcel Default”), 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 7200 Parcel Default, 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 7200 Parcel 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 (even if the 7200 Parcel Owner is the party causing 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. 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. Execution Draft 46 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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 55435 The Authority at: Housing and Redevelopment Authority of Edina, Minnesota Attention: Executive Director 4801 West 50th Street Edina, MN 55424 Execution Draft 47 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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. 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 Execution Draft 48 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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, 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 Execution Draft 49 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 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. All references to “days” herein mean “calendar days” unless “business days” are expressly stated. 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] Execution Draft [Signature Page to Redevelopment Agreement (7200-7250 France Avenue)] 4895-5638-2034\15 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 Execution Draft [Signature Page to Redevelopment Agreement (7200-7250 France Avenue)] 4895-5638-2034\15 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 Execution Draft [Signature Page to Redevelopment Agreement (7200-7250 France Avenue)] 4895-5638-2034\15 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 Execution Draft [Acknowledgement and Consent of 7200 Parcel Owner to Redevelopment Agreement (7200-7250 France Avenue)] 4895-5638-2034\15 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 A-1 4880-7185-9037\1 Exhibit A Legal Description 7200 Parcel The East 1045 feet of the South Half of the Northeast Quarter of Section 31, Township 28, Range 24, according to the Government survey thereof, except that embraced within the plat of Oscar Roberts Frist Addition Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022381. Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022382. Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022383. 7250 Parcel Lot 44, Block 1, Oscar Roberts First Addition, Hennepin County, Minnesota Together with benefit of Easement for flowage and drainage of surface waters dated November 12, 1971, filed February 8, 1972, as Document No. 1022380. Together with benefit of Easement for flowage and drainage of surface waters dated November 12, 1971, filed February 8, 1972, as Document No. 1022381. B-1 4871-8346-3261\1 Exhibit B Project Site Plan [See attached.] Conc. WalkW 72nd St(A Public R/W)Lyman Ln(A Public R/W) France Ave S(A Public R/W)24" RCP24" RCP6" CIP 18" RCPDN9NOPARKINGCATEGORY 144,206 SFCATEGORY 228,199 SFCATEGORY 45,652 SFCATEGORY 331,352 SFCATEGORY 5(SUM OF 1-4)109,409 SFProject Number:Issue Date:Revision Number:Revision Date:5000 GLENWOOD AVEGOLDEN VALLEY, MN 55422612-615-0060www.CivilSiteGroup.com01" = 80'-0"80'-0"40'-0"N7200-7250 FRANCE AVENUE SOUTH, EDINA, MN 55435Project Site PlanEX. B214191/27/23.2/8/237200-7250 FRANCEPublic PlazaPhase 2 BuildingPhase 1 BuildingNorth/South RoadSidewalks and Streetscapes7200 Parcel Stormwater BasinNorth/South PathNorth/South Path C-1 4871-8346-3261\1 Exhibit C Phase I Development Plan [See attached.] yyyyyΖͲyΗd͘K͘yyy>сyyΖͲyΗ^d/KEKZydZ/KZ>sd/KE/EdZ/KZ>sd/KEd/>KZE>Z'W>Et>>dzWt/EKtdzW>sd/KE^WKd>sd/KE&>KKZ&/E/^,dZE^/d/KEyyyy͘yyyyyyyyyyydZ/KZ>sd/KE<zEKdZKKDEDEEhDZKKZEhDZ^d/KE<zEKdZs/^/KEEhDZ&/Zyd/E'h/^,Z/Ed&/Zyd/E'h/^,ZͲt>>DKhEdZKKDyyyyWdͲydͲy͍DKhEd/E',/',d^/'ZD<zEKdWZK:dEhDZZtEz ,<zKZ/'/E>/^^h͗Zs/^/KE^͗<zW>E127)25&216758&7,21dǇƉĞĚŽƌWƌŝŶƚĞĚEĂŵĞ>ŝĐĞŶƐĞη ĂƚĞ/ŚĞƌĞďǇĐĞƌƚŝĨǇƚŚĂƚƚŚŝƐƉůĂŶ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶ͕ŽƌƌĞƉŽƌƚǁĂƐƉƌĞƉĂƌĞĚďǇŵĞŽƌƵŶĚĞƌŵǇĚŝƌĞĐƚƐƵƉĞƌǀŝƐŝŽŶĂŶĚƚŚĂƚ/ĂŵĂĚƵůǇůŝĐĞŶƐĞĚĂƌĐŚŝƚĞĐƚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ^ŝŐŶĂƚƵƌĞϲͬϯϬͬϮϬϮϮϱ͗ϭϱ͗ϯϳWDdϭ͘ϭd/d>^,d^' ^'ϬϲͬϯϬͬϮϮϳϮϬϬΘϳϮϱϬ&ZEsϳϮϬϬΘϳϮϱϬ&ZEs͕/E͕DEϱϱϰϯϱW͘h͘͘^hD/^^/KEϲͬϯϬͬϮϬϮϮϮϮϮϳϬϮ )5$1&($9(_38')5$1&($9(_(',1$01^zDK>^>'EZt/E'/EyWZK:d>Kd/KEWZ>/D/EZzh/>/E'DdZ/^Zt/E'EhDZ 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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 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 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 E-1 4872-8325-0518\2 Exhibit E Form of Go-Ahead Letter [DEVELOPER LETTERHEAD] [Date] City Manager/City of Edina Executive Director/ Housing and Redevelopment Authority of Edina, MN 4801 West 50th Street Edina, Minnesota 55424 Dear [______]: This letter is submitted pursuant to Section 4.5 of that certain Redevelopment Agreement (7200-7250 France Avenue) 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 (the “Developer”), dated as of April 18, 2023 (the “Redevelopment Agreement”), and is provided as the “Go-Ahead Letter” thereunder for the Phase __ Minimum Improvements. Capitalized terms used in this letter and not defined herein have the meaning given to them in the Redevelopment Agreement. In accordance with Section 4.5 of the Redevelopment Agreement, Developer hereby represents, warrants, and certifies to the City and the Authority that: (i) the debt and equity Financing Commitments for the Phase __ Minimum Improvements have been received by [Developer][7200 Parcel Owner] and true and correct copies of the same are attached hereto as Exhibit A; (ii) the organizational chart of [Developer][7200 Parcel Owner] attached hereto as Exhibit B includes the identity (including name, city and state of each) of all equity sources with greater than a 10% direct or indirect investment in the Phase __ Minimum Improvements; (iii) the Equity and Inclusion Outreach Plan has been received by [Developer][7200 Parcel Owner] and true and correct copies of the same are attached hereto as Exhibit C; (iv) complete construction documents have been submitted to the City and other regulatory permitting authorities and [Developer][7200 Parcel Owner] is prepared to receive construction permits to build the Phase__ Minimum Improvements; and (v) [Developer][7200 Parcel Owner] is prepared to close on all financing required for the Phase __ Minimum Improvements financing and commence construction of the Phase __ Minimum Improvements, in accordance with the Redevelopment Agreement. [Signature Page to Go-Ahead Letter] E-2 4872-8325-0518\2 Sincerely, 7250 FRANCE GROUP, LLC, a Minnesota limited liability company By: _________________________________________ Name: _______________________________________ Its: __________________________________________ [Exhibit A to Go-Ahead Letter] E-3 4872-8325-0518\2 Exhibit A Phase __ Financing Commitments (See attached) [Exhibit B to Go-Ahead Letter] E-4 4872-8325-0518\2 Exhibit B Phase __ Organizational Chart (See attached) [Exhibit C to Go-Ahead Letter] E-5 4872-8325-0518\2 Exhibit C Phase __ Equity and Inclusion Outreach Plan (See attached) F-1 4895-8144-5209\1 Exhibit F Form of Certificate of Completion with Completion Checklist CERTIFICATE OF COMPLETION (7200-7250 France Avenue) A. 7250 FRANCE GROUP, LLC, a Minnesota limited liability company (“Developer”), pursuant to 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 (the “Authority”) and Developer dated effective as of April 18, 2023 (as the same may be amended or supplemented from time to time, the “Redevelopment Agreement”), which Redevelopment Agreement is evidenced of record by that certain Memorandum of Redevelopment Agreement dated April 18, 2023 and recorded on ________________, 2023 in the office of the Registrar of Titles for Hennepin County, Minnesota as Document No. ____________, is required to cause the completion the [Phase 1][Phase 2]Minimum Improvements, as defined in and in accordance with the Redevelopment Agreement, on that certain real property (the “Property”) located in Hennepin County, Minnesota, described on the attached Exhibit A. B. As of the date hereof, the [Phase 1][Phase 2]Minimum Improvements have been completed in accordance with the Redevelopment Agreement. C. The issuance of this Certificate of Completion by the City and the Authority is not intended nor shall it be construed to be a warranty or representation by the City or the Authority as to the structural soundness of the [Phase 1][Phase 2] Minimum Improvements, including, but not limited to, the quality of materials, workmanship or the fitness of the [Phase 1][Phase 2]Minimum Improvements for their proposed use. NOW THEREFORE, this is to certify that all construction and other physical improvements specified to be done and made pursuant to the Redevelopment Agreement with regard to the [Phase 1][Phase 2] Minimum Improvements have been completed, and the provisions of the Redevelopment Agreement imposing obligations and/or conditions on Developer pertaining to the construct of the [Phase 1][Phase 2] Minimum Improvements, are hereby satisfied and terminated, and the Registrar of Titles in and for the County of Hennepin, Minnesota is hereby authorized to record this instrument to be a conclusive determination of the satisfactory termination of said provisions of the Redevelopment Agreement. Dated: ______________, 20___ [Remainder of page intentionally left blank; signature pages follow] F-2 [Signature Page to Certificate of Completion] 4895-8144-5209\1 CITY OF EDINA, MINNESOTA By _______________________________________ _____________________, Mayor By _______________________________________ _____________________, City Manager STATE OF MINNESOTA ) )ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of _____________, 202___, by ___________ and ___________, the Mayor and City Manager, respectively, of the City of Edina, Minnesota, on behalf of the City of Edina. Notary Public F-3 [Signature Page to Certificate of Completion] 4895-8144-5209\1 HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA By _______________________________________ _____________________, Chair By _______________________________________ _____________________, Secretary STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of _____________, 20___, by ___________ and ___________, the Chair and Secretary, respectively, of the Housing and Redevelopment Authority of Edina, Minnesota, on behalf of said Authority. Notary Public THIS DOCUMENT WAS DRAFTED BY: Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 F-4 [Exhibit A to Certificate of Completion] 4895-8144-5209\1 Exhibit A Legal Description of the [Property [To be 7200 Parcel and/or 72500 Parcel, as applicable] F-5 4895-8144-5209\1 Certificate of Completion Checklist (7200-7250 France Avenue) This is a summary of the deliverable requirements of the Redevelopment Agreement (7200-7250 France Avenue) dated April 18, 2023. This sheet is intended to be completed in connection with Developer’s request for a Certificate of Completion and prior to the issuance of the TIF Note. This sheet is provided for convenience and does not modify the terms of the Redevelopment Agreement. [To be completed in accordance with final Redevelopment Agreement] Certificate of Completion Checklist – 7200-7250 France Avenue Prepared by: ________________________________________ ___________________ Signature and Title Date Approved by: ________________________________________ ___________________ Signature, Date Edina City Manager / HRA Executive Director G-1 4857-2661-4871\3 Exhibit G Form of Memorandum of Redevelopment Agreement MEMORANDUM OF REDEVELOPMENT AGREEMENT (7200-7250 France Avenue) This Memorandum of Redevelopment Agreement (this “Memorandum”) is entered into as of ______________________, 202____, 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”), 7250 France Group, LLC, a Minnesota limited liability company (“Developer”), and France Property Partners, LLC, a Minnesota limited liability company (“7200 Parcel Owner”). RECITALS: A. The City, Authority, and Developer (collectively, the “Parties”) have entered into a certain Redevelopment Agreement dated as of April 18, 2023 (as the same may be amended, modified, and/or supplemented from time to time, the “Redevelopment Agreement”), whereby the Parties have agreed to various aspects of the redevelopment of certain real property more particularly described on the attached Exhibit A, together with all improvements, tenements, easements, rights and appurtenances pertaining to such real property, lying and being in Hennepin County, Minnesota (the “Property”). B. 7200 Parcel Owner, as owner of that portion of the Property identified on Exhibit A as the “7200 Parcel” has consented to the Redevelopment Agreement as set forth in that certain “Acknowledgement and Consent of 7200 Parcel Owner” attached to the Redevelopment Agreement and executed by 7200 Parcel Owner. C. The Parties and 7200 Parcel Owner wish to give notice of the existence of the Redevelopment Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties and 7200 Parcel Owner agree as follows: 1. The above recitals are incorporated by reference as if fully set forth herein. 2. Capitalized terms, when not defined herein, shall have the meanings ascribed to them in the Redevelopment Agreement. 3. The Parties have entered into the Redevelopment Agreement to set forth the terms and provisions governing the redevelopment of the Property. 4. This Memorandum has been executed and delivered by the Parties and 7200 Parcel Owner for the purpose of recording and giving notice that a contractual relationship for the redevelopment of the Property has been created between the Parties in accordance with the terms, covenants, and conditions of the Redevelopment Agreement, as consented to by 7200 Parcel Owner. The Parties and 7200 Parcel Owner intend, declare and covenant, on behalf of themselves and all future owners and operators of the Property, that the Redevelopment Agreement and the covenants and restrictions set forth therein regulating and restricting the use, occupancy and transfer of the Property (a) shall be and are covenants running with the G-2 4857-2661-4871\3 Property, encumbering the Property, binding upon the Parties’ and 7200 Parcel Owner’s successors in title and all subsequent owners and operators of the Property; (b) are not merely personal covenants of the Parties; and (c) shall bind the Parties and 7200 Parcel Owner and their respective successors and assigns. 5. The terms and conditions of the Agreement are incorporated by reference into this Memorandum as if fully set forth herein. 6. This Memorandum may be executed separately in counterparts which, when taken together, shall constitute one and the same instrument. [Remainder of page left blank intentionally; signature pages follow] G-3 [Signature Page to Memorandum of Redevelopment Agreement (7200-7250 France Avenue)] 4857-2661-4871\3 IN WITNESS WHEREOF, the Parties and 7200 Parcel Owner have executed this Memorandum as of the date first written above. 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 G-4 [Signature Page to Memorandum of Redevelopment Agreement (7200-7250 France Avenue)] 4857-2661-4871\3 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 _______________, 2022, 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 G-5 [Signature Page to Memorandum of Redevelopment Agreement (7200-7250 France Avenue)] 4857-2661-4871\3 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 G-6 [Signature Page to Memorandum of Redevelopment Agreement (7200-7250 France Avenue)] 4857-2661-4871\3 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 THIS DOCUMENT WAS DRAFTED BY: Dorsey & Whitney LLP 50 South Sixth Street Suite 1500 Minneapolis, MN 55402-1498 G-7 [Exhibit A to Memorandum of Redevelopment Agreement (7200-7250 France Avenue)] 4857-2661-4871\3 Exhibit A Legal Description of the Property 7200 Parcel The East 1045 feet of the South Half of the Northeast Quarter of Section 31, Township 28, Range 24, according to the Government survey thereof, except that embraced within the plat of Oscar Roberts Frist Addition Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022381. Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022382. Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022383. 7250 Parcel Lot 44, Block 1, Oscar Roberts First Addition, Hennepin County, Minnesota Together with benefit of Easement for flowage and drainage of surface waters dated November 12, 1971, filed February 8, 1972, as Document No. 1022380. Together with benefit of Easement for flowage and drainage of surface waters dated November 12, 1971, filed February 8, 1972, as Document No. 1022381. H-1 4863-2456-7896\1 Exhibit H Form of TIF Note LIMITED REVENUE TAXABLE TAX INCREMENT NOTE (7200-7250 France Avenue) No. R-_____ $[____________] UNITED STATES OF AMERICA STATE OF MINNESOTA CITY OF EDINA HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA LIMITED REVENUE TAXABLE TAX INCREMENT NOTE The HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA (the “Authority”) acknowledges itself to be indebted and, for value received, promises to pay to the order of 7250 FRANCE GROUP, LLC, a Minnesota limited liability company (“Developer”), solely from the source, to the extent and in the manner hereinafter provided, up to the principal amount of this Limited Revenue Taxable Tax Increment Note (this “Note”) as provided herein, together with simple interest thereon accrued on the unpaid principal balance hereof from the date hereof, at the rate of interest of [________________] percent ([____]%) per annum, on the Payment Dates (as hereinafter defined). This Note is executed and delivered in accordance with the terms and conditions of that certain Redevelopment Agreement dated as of April 18, 2023, by and among the City of Edina, Minnesota (the “City”), the Authority and Developer (as the same may be amended, modified, and/or supplemented from time to time, the “Redevelopment Agreement”), and is subject to the terms, conditions, and limitations on payment set forth therein, including, without limitation, the provisions of Section 3.5 (TIF Assistance and Potential Adjustment) of the Redevelopment Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to them in the Redevelopment Agreement. Each payment on this Note is payable in any coin or currency of the United States of America which on the date of such payment is legal tender for public and private debts and shall be made by check or draft made payable to Developer and mailed to Developer at its postal address within the United States which shall be designated from time to time by Developer. This Note is a special and limited obligation and not a general obligation of the Authority, which has been issued by the Authority pursuant to, and in full conformity with, the Constitution and the laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 through 469.1794 (the “TIF Act”), and the terms and conditions of the Redevelopment Agreement and a resolution of the Board of the Authority, to aid in financing a “project” (as defined in Minnesota Statutes, Section 469.174, subdivision 8) of the Authority within the 72nd and France Tax Increment Financing District established by the Authority pursuant to Resolution No. _______ (the “TIF District”). H-2 4863-2456-7896\1 Subject to the terms of the Redevelopment Agreement, principal of and interest on this Note shall be payable solely from and in the amount of Available Tax Increments (as hereinafter defined) on each February 1 and August 1 commencing on the later of August 1, 2026 or the first February 1 or August 1 immediately following the date hereof (the “Payment Dates”). On each Payment Date, the Authority shall apply Available Tax Increments to the payment of principal of and interest on this Note. To the extent that the Authority is unable to pay the total principal and interest due on this Note at or prior to February 1, 2041 (the “Maturity Date”) as a result of its having received as of such date insufficient Available Tax Increments, such failure shall not constitute a default under this Note and the Authority shall have no further obligation to pay unpaid balance of principal or accrued interest that may remain after such Maturity Date. All payments made by the Authority on this Note shall be applied first to accrued interest and then to the principal amount of this Note. If Available Tax Increment is insufficient to pay any accrued interest due, such unpaid interest shall be carried forward without interest. Interest shall be computed on the basis of a year of 360 days and charged for actual days principal is unpaid. “Available Tax Increments” means up to 90% of the tax increments derived from the property within the TIF District which have been actually received and retained by the Authority from the County of Hennepin, Minnesota, pursuant to the TIF Act, for the six months before each Payment Date. EXCEPT AS TO THE OBLIGATION TO MAKE PAYMENTS FROM THE AVAILABLE TAX INCREMENTS, THIS NOTE IS NOT A DEBT OF THE AUTHORITY, THE CITY, OR THE STATE OF MINNESOTA (THE “STATE”), AND NEITHER THE AUTHORITY, THE CITY, THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE ON THIS NOTE, NOR SHALL THIS NOTE BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN AVAILABLE TAX INCREMENTS. Upon an Event of Default by Developer under the Redevelopment Agreement, the Authority may exercise the remedies with respect to this Note described in the Redevelopment Agreement, the terms of which are incorporated herein by reference, including, without limitation, the suspension or termination of the Authority’s obligation to make any payments under this Note. For avoidance of doubt, the terms of Redevelopment Agreement incorporated herein by the foregoing reference, shall, for purposes of this Note, survive any termination of the Redevelopment Agreement occurring after the issuance of this Note. The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at any time by the Authority without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular payment otherwise required to be made under this Note. Developer shall never have or be deemed to have the right to compel any exercise of any taxing power of the Authority or the City or any other public body, and neither the Authority nor the City nor any director, commissioner, council member, board member, officer, employee or agent of the Authority or the City, nor any person executing or registering this Note shall be liable personally hereon by reason of the issuance or registration hereof or otherwise. THE AUTHORITY MAKES NO REPRESENTATION, COVENANT, OR WARRANTY, EXPRESS OR IMPLIED, THAT THE AVAILABLE TAX INCREMENTS WILL BE SUFFICIENT TO PAY, IN WHOLE OR IN PART, THE PRINCIPAL OF AND INTEREST ON THIS NOTE. NO HOLDER OF THIS NOTE SHALL HAVE RIGHTS AGAINST THE AUTHORITY EXCEPT FOR DISTRIBUTION OF AVAILABLE TAX INCREMENTS. H-3 4863-2456-7896\1 Except as otherwise provided in the Redevelopment Agreement, this Note shall not be assignable or transferable without the prior written consent of the Authority. Any assignee 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 this Note, (ii) that this Note 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 is an “accredited investor” within the meaning of Rule 501 of the Regulation D under the Securities Act of 1933, as amended, (v) 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 this Note and the assignee or transferee is able to bear the economic consequences thereof, (vi) that in making its decision to acquire this Note, 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 this Note, (vii) 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 this Note, (viii) 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 this Note and such other information as the assignee or transferee desires in order to evaluate the acquisition of and investment in this Note, and all such questions have been answered to the full satisfaction of the assignee or transferee, (ix) that the assignee or transferee has evaluated the merits and risks of investment in this Note and has determined that this Note is a suitable investment for the assignee or transferee in light of such party’s overall financial condition and prospects, (x) that this Note will be characterized as “restricted securities” under the federal securities laws because this Note is 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 (xi) that no market for this Note exists and no market for this Note is intended to be developed. This Note is issued pursuant to the Redevelopment Agreement and resolutions of the Board of the Authority and is entitled to the benefits thereof, which Redevelopment Agreement and resolutions are incorporated herein by reference. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be performed precedent to and in the issuance of this Note have been done, have happened, and have been performed in regular and due form, time, and manner as required by law; and that this Note, together with all other indebtedness of the Authority or the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the Authority or the City to exceed any constitutional or statutory limitation thereon. [Remainder of this page intentionally left blank; signatures on following page] H-4 4863-2456-7896\1 IN WITNESS WHEREOF, the Board of the Housing and Redevelopment Authority of Edina, Minnesota, has caused this Note to be executed by the manual signatures of the Chair and the Secretary of the Authority, and has caused this Note to be dated as of the date of original issue specified above. Chair Secretary I-1 4871-8346-3261\1 Exhibit I Sample Lookback Calclation [See attached.] 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 J-1 4853-3659-5800\1 Exhibit J Form of Plaza Easement Agreement PLAZA EASEMENT AGREEMENT (7200-7250 France Avenue) THIS PLAZA EASEMENT AGREEMENT (this “Agreement”) is made and entered into this ___ day of ____________, 202___ (“Effective Date”), by and between the City of Edina, Minnesota, a Minnesota statutory city (the “City”), 7250 France Group, LLC, a Minnesota limited liability company (“Developer”), and France Property Partners, LLC, a Minnesota limited liability company (“7200 Parcel Owner”, and together with Developer, each a “Grantor”, and, collectively, “Grantors”).1 RECITALS: A.Developer is the owner of certain real property located at or about 7250 France Avenue, Edina, Minnesota, as legally described on the attached Exhibit A-1 (the “7250 Parcel”) and 7200 Parcel Owner is the owner of certain real property located at or about 7200 France Avenue, Edina, Minnesota, as legally described on the attached Exhibit A-2 (the “7200 Parcel”, and together with the 7250 Parcel, collectively, the “Property”). B.The Housing and Redevelopment Authority of Edina, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “Authority”), the City, and Developer, are parties to that certain Redevelopment Agreement (7200-7250 France Avenue) dated April 18, 2023 (as may be amended, supplemented, restated, and/or otherwise modified from time to time, the “Redevelopment Agreement”), and, as provided in the Redevelopment Agreement, 7200 Parcel Owner has consented to the Redevelopment Agreement and Developer’s rights and obligations thereunder as they pertain to the 7200 Parcel. C.The Property is located within the 72nd and France Tax Increment Financing District, established pursuant to Authority Resolution No. 2023-04 and City Resolution No. 2023-25 (the “TIF District”) and the Redevelopment Agreement provides for granting Developer certain tax increment financing from the TIF District to assist in the redevelopment of the 7250 Parcel with an office/retail building containing five (5) stories and approximately 138,000 rentable square feet of leasable space, two levels of underground parking, and related site improvements (as defined in and more particularly described in the Redevelopment Agreement, the “Phase 1 Minimum Improvements”). D.As further contemplated in the Redevelopment Agreement, it is anticipated that 7200 Parcel Owner will redevelopment the 7200 Parcel with a luxury/high end hotel with approximately 150 rooms with retail space and other amenities or a multi-family residential building containing approximately 150 residential units and ground floor retail (as defined in and more particularly described in the Redevelopment Agreement, the “Phase 2 Minimum Improvements”, and, together with the Phase 1 Minimum Improvements, collectively, the “Project”); E.The Phase 1 Minimum Improvements also include an approximately 31,000 square foot ground-level, outdoor public space (as more particularly described herein, the “Public Plaza”) to be located on portions of both the 7200 Parcel and the 7250 Parcel Property, such portions being legally described on 1 To be the current owner(s) of the 7200 Parcel and 7250 Parcel. J-2 4853-3659-5800\1 the attached Exhibit B-1 and depicted on the attached Exhibit B-2 (collectively, the “Plaza Property”), which Public Plaza will benefit both the Phase 1 Minimum Improvements and the Phase 2 Minimum Improvements. F. As provided in the Redevelopment Agreement, Grantors must grant an easement to the City pursuant to which the Public Plaza will be permanently open to the general public for its use and enjoyment pursuant to the terms and conditions of this Agreement, and Grantors have agreed to grant such easement pursuant and subject to the terms and conditions of the Redevelopment Agreement and this Agreement. G. Developer has agreed to operate, manage, and maintain the Public Plaza (as defined below) pursuant and subject to the terms and conditions of the Redevelopment Agreement and this Agreement. H. The City and Grantors deem it to be in their interests and in furtherance of the economic development and redevelopment plan for the Property reflected in the Redevelopment Agreement to enter into this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the others as follows: ARTICLE I. RECITALS; EXHIBITS, DEFINITIONS 1.1. Recitals. The foregoing Recitals are true and correct statements of fact and are incorporated into this Amendment by this reference, including the definitions set forth therein. 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 otherwise defined herein or unless context requires otherwise, undefined terms used herein shall have the meanings set forth in the Redevelopment Agreement. All defined terms may be used in the singular or the plural, as the context requires. ARTICLE II. GRANT OF EASEMENTS 2.1. Grant of Plaza Easement. Grantors hereby grant and convey to the City, for the benefit of the City and the general public: (a) a non-exclusive, perpetual public easement over, across, upon and through the Plaza Property and the Public Plaza, which Public Plaza includes the following: (i) all surface improvements now or hereafter located on the Plaza Property, including, without limitation, all paving, sidewalks, and pathways, and (ii) all amenities, components, and fixtures now or hereafter located on the Plaza Property and the foregoing improvements, including, without limitation, all benches, tables, chairs, and trash receptacles, all as required by, or reasonably inferable from, the Phase 1 City Approvals and/or the Redevelopment Agreement (collectively, the “Public Plaza”) for the purpose of the general public utilizing the Public Plaza and its components as a public plaza, all in accordance with and subject to the terms and conditions of this Agreement; and J-3 4853-3659-5800\1 (b) a non-exclusive, perpetual public easement over, across, upon and through all means of pedestrian and vehicular access to and from public rights of way, streets, alleys, public spaces, and easements appurtenant and/or used in connection with the Public Plaza located on the Property and adjoining or contiguous to the Public Plaza, all as depicted on the attached Exhibit C (collectively, the “Access Premises”, and together with the Public Plaza, collectively the “Easement Premises”), all in accordance with and subject to the terms and conditions of this Agreement. ARTICLE III. TERM 3.1. Term. The easements granted hereby, and each reservation, covenant, condition and restriction contained in this Agreement, shall be effective as of the date hereof, shall be perpetual, and shall remain in effect until affirmatively released by the City. Such release shall be evidenced by the recording of a release or termination of this Agreement in the real estate records of Hennepin County, Minnesota, at which time this Agreement shall terminate. ARTICLE IV. USE OF EASEMENT PREMISES 4.1. Operation and Control of Easement Premises. During the term of this Agreement, Developer shall operate the Easement Premises in accordance with this Agreement and all applicable governmental laws, ordinances, regulations and orders, at no cost or expense to the City, the Authority, or the general public (provided, however, the foregoing does not prohibit Developer and 7200 Parcel Owner from allocating such costs and expenses between themselves under a separate agreement). Subject to the terms of this Agreement, Grantors have full authority and control over the management, operation, and use of the Easement Premises. Each Grantor is entitled to keep and retain as its own property all income and revenue produced from the use and operation of the Easement Premises during the term of this Agreement and shall have no obligation to report to or account to the City for any such income or revenue or with respect to expenses incurred by either Grantor in its use and operation of the Easement Premises; provided, however, all use of the Public Plaza by the general public shall be free of charge and neither Grantor shall charge any fee for the use of the Public Plaza pursuant to this Agreement. 4.2. Programming. From and after initial occupancy of the Phase 1 Minimum Improvements and during the term of this Agreement, Developer shall engage a reputable, professional firm with expertise and experience in activating and programming public spaces and cause such firm to develop, promote, and implement a placemaking vision, process, and programs designed and intended to activate and enliven pedestrian use of the Public Plaza in a first-class manner, similar to that of other public spaces located within other first-class, multi-use projects in the Minneapolis-Saint Paul metropolitan area. 4.3. Special Events. The easement rights granted hereunder include the right for the City and/or members of the general public (including organizations not affiliated with the City) to reserve and use the Public Plaza for periodic community special events (e.g., fundraising walks/runs, art fairs, holiday events, community celebrations, etc.), provided that Developer may establish an application and permit process for such special events and require that the sponsor of such special event enter into a standard form license or similar agreement with Grantors for the use of the Public Plaza containing certain conditions, requirements, and restrictions which must be met by the special event’s sponsor (e.g., insurance requirements, clean-up responsibilities, etc.). The terms and conditions of any such permit/application process and all such license/use agreements shall be commercially reasonable and applied to all users and special event sponsors on a non-discriminatory basis. J-4 4853-3659-5800\1 4.4. Areas of Potential Commercial Use. The City acknowledges and agrees that Developer and/or 7200 Parcel Owner may desire to remove certain portions of the ground level, pedestrian surfaces of the Public Plaza (collectively, the “Areas of Potential Commercial Use”) from the Easement Premises and reserve the same for the commercial use of owners and/or tenants of the Project for outdoor dining and/or other outdoor seating areas in connection with the commercial uses of the Project. The City Manager or its designee may approve any request by Developer and/or 7200 Parcel Owner to establish any such Areas of Potential Commercial Use (and modifications of previously designated Areas of Potential Commercial Use) so long as (a) the aggregate gross square footage of all Areas of Potential Commercial Use does not exceed 1,000 square feet and (b) the Areas of Potential Commercial Use do not materially or adversely diminish the public use or benefit intended to be derived from the Public Plaza. As applicable, the parties will enter into an amendment to this Agreement to reflect any such approved Areas of Potential Commercial Use and any modification thereto. 4.5. Security. Developer shall install and maintain as part of the Public Plaza security cameras and other reasonable public safety precautions in strategic locations on the or around the Plaza Property in a manner designed and intended to promote and maintain the safety of the lawful users of the Public Plaza. 4.6. Waste, Nuisance, Damage, Disfigurement or Injury to Easement Premises. Neither the City nor either Grantor shall knowingly or willfully commit or suffer to be committed any waste or damage in or upon the Easement Premises, or any disfigurement or injury to any improvements hereafter erected or located upon the Easement Premises, or any part thereof, or the fixtures and/or equipment thereof. Each Grantor, in its use and occupancy of the Easement Premises, shall not knowingly and willfully commit or suffer to be committed any act or thing which constitutes a nuisance. Usual and normal wear and tear, damage by the elements, unavoidable casualty or depreciation and diminution over time shall not be considered “waste,” “nuisance,” “damage, “disfigurement,” or “injury.” Project 4.7. Reservation of Certain Rights. The City’s easement rights under this Agreement shall be subject to the following reservations, as well as the other applicable provisions contained in this Agreement: (a) Each Grantor reserves and retains the right from time to time to exclude and restrain any person or entity who is using the Public Plaza to engage in disruptive activities, including, without limitation, (i) exhibiting any placard, sign or notice, (ii) distributing any circular, handbill, placard or booklet, (iii) soliciting memberships, signatures or contributions for private, civic, public, charitable or political purposes, (iv) parading, picketing or demonstrating, or (v) failing to follow the reasonable rules and regulation promulgated by Developer in accordance with Section 4.7(e) below relating to the use and operation of the Public Plaza. (b) Each Grantor reserves the right to close-off any portion of the Easement Premises for such reasonable period of time as may be legally necessary, in the opinion of such Grantor’s counsel, to prevent the acquisition of prescriptive rights by anyone; provided, however, that prior to closing-off any portion of the Easement Premises, such Grantor shall give as much written notice as reasonably practicable of its intention to do so. (c) Each Grantor reserves the right at any time and from time to time to exclude and restrain any private party from access to the Public Plaza for cause and on a non-discriminatory basis. (d) Each Grantor reserves the right to temporarily erect or place barriers in and around areas on the Easement Premises which are being constructed and/or repaired in order to ensure either safety of persons or protection of property. J-5 4853-3659-5800\1 (e) Developer reserves the right to adopt and enforce reasonable rules and regulations for the safe, efficient, and orderly use and operation of the Easement Premises, so long as such rules and regulations are applied on a non-discriminatory basis, do not adversely impact the City’s or the public’s rights to use of the Easement Premises as set forth in this Agreement, and are approved by the City Manager or its designee. By way of example and not limitation, Developer may establish the following hours of operation: from April 15 to October 31, 7:00 a.m. – 10:00 p.m. and from November 1 to April 14, 7:00 a.m. – 8:00 p.m. 4.8. Temporary Closure for Construction of 7200 Parcel Improvements. The City may consent to Developer temporarily closing a portion of the Easement Premises to the extent reasonably necessary for 7200 Parcel Owner and its contractor(s) to construct the Phase 2 Minimum Improvements or other improvements to the 7200 Parcel approved by the City in accordance with applicable City ordinances, which consent may be granted by the City Manager. At least 30 days before Developer desire to implement any such temporary closure, Developer shall provide the City with a written statement describing the need for such temporary closure and shall identify the area the Easement Premises requested to be temporarily closed. During any such temporary closure approved by the City, Developer shall (or shall cause 7200 Parcel Owner and its contractor(s) to) (a) install temporary fences and/or barricades as reasonably necessary for pedestrian protection in those portions of the Easement Premises that remain open during such work, (b) diligently complete such work as quickly as reasonably practical, and (c) promptly after completion of such work, restore and/or repair the affected area to the condition required under the Redevelopment Agreement and otherwise in an equal to or better than the condition which existed prior to the commencement of such work, and re-open the affected area for access and use by the City and general public in accordance with this Agreement. 4.9. Public Crossing. The parties hereto acknowledge and agree that the Public Plaza and this Agreement is subject to future modification to accommodate the construction of a Public Crossing pursuant to Section 4.13 of the Redevelopment Agreement and any corresponding Public Crossing Agreement. ARTICLE V. MAINTENANCE OF THE EASEMENT PREMISES 5.1. Maintenance. At all times during the term hereof, Developer, at no cost or expense to the City, the Authority, or the general public (provided, however, the foregoing does not prohibit Developer and 7200 Parcel Owner from allocating such costs and expenses between themselves under a separate agreement), shall keep and maintain the Easement Premises and the other Phase 1 Minimum Improvements in good condition and repair in a first-class manner, similar to that of other public plazas located within other first-class, multi-use projects in the Minneapolis-Saint Paul metropolitan area, which such maintenance shall include, without limitation, the following: (a) all repairs, replacements, renewals, alterations, additions and betterments thereto, structural and non-structural, ordinary and extraordinary, and foreseen and unforeseen, all as may be necessary to keep the Easement Premises and the other Phase 1 Minimum Improvements in the condition and repair required by this Agreement, and which are consistent with the requirements of the Phase 1 City Approvals and the Redevelopment Agreement, and which do not adversely impact the City’s or the public’s rights to use of the Easement Premises as set forth in this Agreement, and, for avoidance of doubt, such maintenance obligations shall include maintenance of the Public Art located on the Public Plaza in accordance with the Redevelopment Agreement; J-6 4853-3659-5800\1 (b) the inspection, repair, replacement, and maintenance of all pedestrian surfaces to a smooth and evenly-covered condition, which obligation includes, without limitation, the cleaning, sweeping, repairing and resurfacing of such pedestrian surfaces; (c) maintaining in good working order, repairing, and replacing as necessary all domestic water, sewer, storm water, gas, electricity, power, heat, telephone, other communications service and any and all other utility or similar services used, rendered, or supplied, upon, at, from, or in connection with the Easement Premises. (d) periodic removal of all papers, debris, filth, refuse, ice and snow, provided all sweeping shall be at appropriate intervals during such times as shall not unreasonably interfere with the use of the Easement Premises; (e) maintaining and replacing all landscaping and other vegetation; (f) placing, keeping in repair, replacing and repainting any appropriate directional signs or markers within or associated with the Easement Premises; (g) operating, keeping in repair, cleaning and replacing when necessary such lighting facilities as may be reasonably required, including, without limitation, all lighting necessary or appropriate for security of the Easement Premises; and 5.2. No Obligation of the City to Repair or Maintain. The City shall have no obligation of any kind, expressed or implied, to repair, rebuild, restore, reconstruct, modify, alter, replace, or maintain the Easement Premises or any part thereof, except to the extent that Developer demonstrates that any damage to the Easement Premises was directly caused by the gross negligence or willful misconduct of the City, its employees, or agents. ARTICLE VI. UTILITIES 6.1. Utility Charges. During the term of this Agreement, Developer shall pay, or cause to be paid, when the same become due, all charges for water, sewer usage, storm water, gas, electricity, power, heat, telephone, or other communications service and any and all other utility or similar services used, rendered, supplied, or consumed in, upon, at, from, or in connection with the Easement Premises, or any part thereof. TAXES AND ASSESSMENTS 7.1. Payment of Taxes and Assessments. Each Grantor shall pay, or cause to be paid, before becoming delinquent, all real estate taxes, charges, assessments, and levies, assessed and levied by any governmental taxing authority during the term of this Agreement against its respective interest in the Property. Subject to the terms of the Redevelopment Agreement, each Grantor shall have the right and option, at any time but solely at such Grantor’s expense, to pay any real estate taxes or assessments in J-7 4853-3659-5800\1 installments or under protest or in a similar manner, or to contest the levy or amount of the same in appropriate legal or administrative proceedings. ARTICLE VIII. INDEMNIFICATION, INSURANCE 8.1. Indemnification of the City. Except to the extent caused by the willful misconduct or gross negligence of the City, its employees or agents, or the general public, or arising out of the default by the City and its officers, employees or agents of obligations made pursuant to a contract with either Grantor, including this Agreement, Developer hereby covenants and agrees to assume and to permanently indemnify and save harmless the City and its employees and agents from and against any and all claims, demands, actions, damages, costs, expenses, reasonable attorneys’ fees, and liability in connection with the loss of life, personal injury and/or damage to property, to the extent arising from or out of the design or initial construction, maintenance and operation of the Easement Premises, or in connection with the use or occupancy of the Easement Premises, or any part thereof, by either Grantor, or to the extent arising out of the breach of either Grantor’s obligations hereunder. 8.2. Property Insurance. At all times during the term hereof, Developer, at no cost or expense to the City, the Authority, or the general public (provided, however, the foregoing does not prohibit Developer and 7200 Parcel Owner from allocating such costs and expenses between themselves under a separate agreement), shall keep the Easement Premises and the other Phase 1 Minimum Improvements, and all alterations, extensions, and improvements thereto and replacements thereof, insured, in the amount of the full replacement cost thereof and with such deductibles as Developer deems appropriate, against loss or damage by fire and against those casualties covered by extended coverage insurance and against vandalism and malicious mischief and against such other risks, of a similar or dissimilar nature, as are customarily covered with respect to improvements similar in construction, general location, use, and occupancy to such improvements. 8.3. Personal Property. All property of every kind and character which either Grantor may keep or store in, at, upon, or about the Easement Premises shall be kept and stored at the sole risk, cost, and expense of such Grantor. 8.4. Liability Insurance. During the term of this Agreement, each Grantor shall procure and maintain continuously in effect (or shall cause the same to occur), the following policies of insurance of the kind and minimum amounts as are customarily maintained with respect to facilities and improvements similar to those located on the Easement Premises, at commercially reasonable coverage levels, to be reviewed from time to time by each Grantor: insurance against liability for injuries to or death of any person or damage to or loss of property arising out of or in any way relating to the use, occupancy, or condition of the Easement Premises, or any part thereof, including insuring the indemnification obligations set forth in Section 8.1 above. Such insurance shall provide that the City is an additional insured. 8.5. General Insurance Requirement. All insurance required in this Agreement shall be placed with financially sound and reputable insurers licensed to transact business in the State of Minnesota. Each Grantor shall promptly following the City’s request therefor, furnish the City with copies of policies evidencing all such insurance or a certificate or certificates of the respective insurers stating that such insurance is in force and effect. Each policy of insurance herein required shall contain a provision that the insurer shall not cancel it without giving written notice to the City at least 10 days before the cancellation becomes effective. The insurance coverage herein required may be provided by a blanket insurance policy or policies. J-8 4853-3659-5800\1 8.6. No Obligation of the City for Insurance. At no time and under no circumstances shall the City be required to take out, maintain in force and effect, or pay for any type of insurance coverage with reference to the protection of and/or ownership of and/or occupancy of and/or a suit relating to the Easement Premises and/or any improvements hereafter located thereon. ARTICLE IX. ASSIGNMENT 9.1. Assignment by the City. During the term of this Agreement, the City may not assign or transfer its interest under this Agreement without the prior written consent of each Grantor. 9.2. Assignment by Grantors. Each Grantor may assign or otherwise transfer its respective interest under this Agreement in connection with any sale or transfer of each such Grantor’s respective interest in the Property subject to the terms and conditions of the Redevelopment Agreement. The City shall recognize and approve any such successors or assigns of Grantors. ARTICLE X. CASUALTY 10.1. Destruction. In the event that all or any part of the Easement Premises and/or other portions of the Phase 1 Minimum Improvements are destroyed by fire or other casualty, Developer shall promptly rebuild, reconstruct and/or restore the same to the extent insurance proceeds are available or, in the event insurance proceeds are not sufficient to reconstruct and/or restore the same, to the extent insurance proceeds combined with any contributions by Developer toward reconstruction are available. ARTICLE XI. EMINENT DOMAIN 11.1. Major Condemnation. If all of the Easement Premises is taken, acquired, or condemned by eminent domain for any public or quasi-public use or purpose, this Agreement shall terminate as of the date of vesting of title in the condemning authority. Each party shall make its own claim in the condemnation proceeding based upon the value of its respective interest in the Easement Premises. ARTICLE XII. DEFAULT AND REMEDIES 12.1. Default By Grantor. If either Grantor fails to perform any of its respective obligations under this Agreement, and fails to cure such default after 30 days’ written notice of such failure or, if such failure cannot reasonably be cured within such 30 days, fails to commence curative action and thereafter diligently complete the same, then, in such case, the City may pursue all available remedies at law and in equity, and the City may, but shall not be obligated to, cure such failure on behalf of such defaulting Grantor and such defaulting Grantor shall pay to the City all sums due and owing on account thereof. The City shall submit a statement to Grantors evidencing the costs incurred to cure such failure. If the defaulting Grantor has failed to make payment in accordance with the statement within 60 days after receipt thereof, the City shall J-9 4853-3659-5800\1 have the right to assess the costs incurred by the City to all or any portion of the Property as a service charge pursuant to Minnesota Statutes, Section 429.101, or any successor statute. ARTICLE XIII. MISCELLANEOUS 13.1. Notices. Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under this Agreement by any party to any other shall be sufficiently given or delivered if it is (a) dispatched by registered or certified mail, postage prepaid, return receipt requested, (b) sent by recognized overnight courier (such as Federal Express), or (c) delivered personally, as follows: In the case of Grantors: At the address of record for real property tax assessment notices with respect to the portion of the Property owned by Grantor, or at such other address as either Grantor shall have specified by written notice delivered in accordance with this Section. In the case of the City: City of Edina Attn: City Manager 4801 West 50th Street Edina, MN 55424 with a copy to: Dorsey & Whitney LLP Attn: Jay 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. 13.2. Survival. The easements granted hereby and each reservation, covenant, condition and restriction contained in this Agreement will run with the land and will be binding upon, and inure to the benefit of, as the case may be, each Grantor and the City and their respective successors and assigns. 13.3. Dedication. Nothing contained in this Agreement will be deemed to be a gift or dedication of any portion of the Easement Premises to the general public. 13.4. Waiver. The waiver by any party hereto of any breach or default of any provisions anywhere contained in this Agreement shall not be deemed to be a waiver of any subsequent breach or default thereof. No provision of this Agreement shall be deemed to have been waived by any party hereto unless such waiver is in writing and signed by the party charged with any such waiver. 13.5. Joinder; Permitted Encumbrance. Except for the mortgagee consent attached hereto, each Grantor represents and warrants that this Agreement does not require the joinder or approval of any other person and each of the parties respectfully has the full, unrestricted and exclusive legal right and power to enter into this Agreement for the term and upon the provisions herein recited and for the use and purposes hereinabove set forth. Each Grantor shall cause this Agreement to constitute a permitted encumbrance under any loan agreement heretofore or hereafter entered into between either Grantor and any construction lender J-10 4853-3659-5800\1 or permanent lender and for the rights of any such lender to be subordinated to this Agreement and the City’s rights and interests hereunder. 13.6. Amendments. Except as otherwise herein provided, and not otherwise, no subsequent alteration, amendment, change, waiver, discharge, termination, deletion, or addition to this Agreement shall be binding upon either party unless in writing and signed by both parties. 13.7. Attorneys’ Fees. In case any action at law or in equity, including an action for declaratory relief, is brought against one or both Grantors to enforce the provisions of this Agreement, the defaulting Grantor(s) agrees to pay the reasonable attorneys’ fees and other reasonable expenses paid or incurred by the City in connection with the action. 13.8. Governing Law. This Agreement is governed by the laws of the state of Minnesota and, where applicable, the laws of the United States of America. 13.9. Severability. If any provisions hereof shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions shall not in any way be affected or impaired. 13.10. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument [Remainder of page intentionally left blank; signature pages follow] J-11 [Signature Page to Plaza Easement Agreement (7001 France – Sites B and C)] 4853-3659-5800\1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. CITY: CITY OF EDINA, MINNESOTA By: _________________________________________ ___________________, Mayor By: ___________________, City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of _____________, 20___, by ____________ and ____________, the Mayor and City Manager respectively, of the City of Edina, Minnesota, on behalf of the City. ____________________________________________ Notary Public J-12 [Signature Page to Plaza Easement Agreement (7200-7250 France Avenue)] 4853-3659-5800\1 DEVELOPER: __________________________ By: _________________________________________ Name: _______________________________________ Its: _________________________________________ STATE OF _______________ ) ) ss. COUNTY OF _____________ ) The foregoing instrument was acknowledged before me this ___ day of _______________, 202___, by _______________, the ______________________________ of _______________________________, a ________________________, on behalf of the ________________________. Notary Public J-13 [Signature Page to Plaza Easement Agreement (7200-7250 France Avenue)] 4853-3659-5800\1 7200 PARCEL OWNER: __________________________ By: _________________________________________ Name: _______________________________________ Its: _________________________________________ STATE OF _______________ ) ) ss. COUNTY OF _____________ ) The foregoing instrument was acknowledged before me this ___ day of _______________, 202___, by _______________, the ______________________________ of _______________________________, a ________________________, on behalf of the ________________________. Notary Public THIS DOCUMENT WAS DRAFTED BY: Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 J-14 [Exhibit A-1 to Plaza Easement Agreement (7200-7250 France Avenue)] 4853-3659-5800\1 Exhibit A-1 Legal Description of the 7250 Parcel Lot 44, Block 1, Oscar Roberts First Addition, Hennepin County, Minnesota Together with benefit of Easement for flowage and drainage of surface waters dated November 12, 1971, filed February 8, 1972, as Document No. 1022380. Together with benefit of Easement for flowage and drainage of surface waters dated November 12, 1971, filed February 8, 1972, as Document No. 1022381. J-15 [Exhibit A-2 to Plaza Easement Agreement (7200-7250 France Avenue)] 4853-3659-5800\1 Exhibit A-2 Legal Description of the 7200 Parcel The East 1045 feet of the South Half of the Northeast Quarter of Section 31, Township 28, Range 24, according to the Government survey thereof, except that embraced within the plat of Oscar Roberts Frist Addition Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022381. Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022382. Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022383. J-16 [Exhibit B-1 to Plaza Easement Agreement (7200-7250 France Avenue)] 4853-3659-5800\1 Exhibit B-1 Legal Description of Plaza Property J-17 [Exhibit B-2 to Plaza Easement Agreement (7200-7250 France Avenue)] 4853-3659-5800\1 Exhibit B-2 Depiction of the Plaza Property INSERT FINAL DOCUMENTS THAT ILLUSTRATE THE PLAZA J-18 [Exhibit C to Plaza Easement Agreement (7200-7250 France Avenue)] 4853-3659-5800\1 Exhibit C Legal Description/Depiction of Access Premises J-19 4853-3659-5800\1 CONSENT AND SUBORDINATION The undersigned, ___________________, a ___________________, holder of that certain [Mortgage] executed by ________________________, a ________________________, dated ________________, 20____, filed ________________, 20____, as Document No. ___________, in the office of the County Recorder in and for Hennepin County, Minnesota, and filed ________________, 20____, as Document No. ___________, in the office of the Registrar of Titles in and for Hennepin County, Minnesota, in favor of ________________ (the “Mortgage”), hereby consents to the foregoing Plaza Easement Agreement (7200-7250 France Avenue) (the “Easement Agreement”), and hereby subjects and subordinates the Mortgage and all of its right, title and interest in and to the Easement Agreement. ___________________________________, a ___________________ By: _________________________________________ Name: _______________________________________ Title: ________________________________________ STATE OF ______________ ) ) ss. COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this ____ day of ____________, 20______, by ____________________, the _________________ of ___________________, a ___________________, on behalf of the ___________________. ____________________________________________ Notary Public K-1 4871-8346-3261\1 Exhibit K Equity and Inclusion Outreach Plan for Phase 1 Minimum Improvements [See attached.] EQUITY INCLUSION OUTREACH Program proud to build more than buildings Version 1.0 page 3page 2Roxanne Zdon’s Resume | 03 Commitment to Diversity, Equity and Inclusion Program | 04Culture of Care | 06Equity in Partner Outreach Efforts | 08Project Specific | 09Diversity Commitment | 10Inclusive Culture | 12Empowering Employees | 14Action-oriented Program | 16Project Specific Program | 21Affirmative Action Programs | 28Table of Contents TOC352-(&7$'9$17$*(5R[DQQHSDUWLFLSDWHVLQWKHFRRUGLQDWLRQRI6%('%(HIIRUWVRQDOOSURMHFWVIRU$3·V0LGZHVWUHJLRQ$3·V6%('%(3URJUDPDGGUHVVHVWKHIROORZLQJ7DUJHWVSHFLILF6%('%(RUORFDOILUPVZLWKVSHFLILFVFRSHVIRUZRUNDQGGLUHFWO\VROLFLWWKHLUELGV&RQWDFWILUPVWKURXJKPXOWLSOHDYHQXHVSKRQHHPDLOSXEOLFSRVWLQJRIXSFRPLQJDQGFXUUHQWELGRSSRUWXQLWLHV$OORZDOOVFRSHVRIZRUNWREHELGWRSHUPLWPD[LPXPSDUWLFLSDWLRQ,IDSSOLFDEOHEUHDNXSVFRSHVRIZRUNWRDOORZVPDOOHUILUPVWKHDELOLW\WRELGVPDOOHUSRUWLRQVRIZRUN52;$11(='216HQLRU3UHFRQVWUXFWLRQ 'LYHUVLW\,QFOXVLRQ&RRUGLQDWRU$V$3·V,QFOXVLRQ&RRUGLQDWRU5R[DQQHLVGHGLFDWHGWRLQFUHDVLQJ6%('%(SDUWLFLSDWLRQRQDOORI$3·VSURMHFWV6KHZLOOPDQDJH$3·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page 5page 4At AP, we understand the importance of our projects, the services we provide, and the impact that we make in our communities. We are committed to continually expanding our diversity, equity, and inclusion (DEI) program with every project we work on and every relationship we build. As a company, we are committed to continuously improving and fostering a healthy culture that embraces diversity, gives every team member an equal opportunity to succeed, and ensures all are a part of the AP family.to Diversity, Equity & InclusionCOMMITMENTpage 5“I am excited to see the ongoing commitment and dedication our firm puts forth toward diversity, equity and inclusivity. Our success hinges on the continued recruitment, retention and development of a diverse workforce. We strive to exceed the industry and municipal standards as we know this is essential to our future growth and sustainability. AP is committed to creating a diverse, inclusive workplace that reflects the differences found among our team members, clients and partners, and across our company and communities.”Anthony Govind MA, SHRM-SCP Director, Human Resources page 7page 6page 6AP is a supporter of The Associated General Contractors of America (AGC) and has pledged with the program’s Culture of Care. This means that our company believes that every individual has the right to a work environment that is free from harassment, hazing, and bullying. We take action to ensure every employee at our company has the opportunity to reach their full potential by building a culture that is diverse, safe, welcoming, and inclusive.By taking the pledge, AP is committed to the following principles:CCAARREECOMMIT ATTRACT RETAIN EMPOWERCULTURE OF CAREto hire and pay based on skill and experience regardless of ability, age, ethnicity, gender identity, nationality, race, religion, sex, or sexual orientation.CCOMMITprospective employees by creating inclusive workplaces that are free from harassment, hazing, and bullying.AATTRACThigh-performing employees by identifying and removing barriers to advancement.RRETAINevery employee to promote a culture of diversity and inclusion.EEMPOWERThe Right to WorkFree of HarassmentTo Reach FullPOTENTIAL page 9Subcontractor Outreach EffortsCreating a healthy and successful project requires a great team behind it. Above and beyond meeting municipal or project minority, women, and service-disabled-veteran-owned business enterprises Minority, Women, Small, Disadvantaged, Veteran - Business Entities (MWSDVBE) requirements, at AP, we understand that a diverse team brings different ways of thinking to overcome challenges, and often times a local subcontractor brings a higher level of quality and detail when working in their hometown. The project benefits are endless in ensuring all subcontractors, vendors, and partners have an equal opportunity to be a team partner on our projects. PARTNER OUTREACH EFFORTSEQUITY INa HealthyCREATINGsuccessfulworking environment&We enhance outreach through the following methods:• Provide public notices and hold subcontractor events to provide an equal opportunity to all subcontractors to become pre-qualified to bid work at AP• Provide adequate notice and opportunity to bid work• Allow all scopes of work to be bid to permit maximum participation • Dividing scopes of work to allow smaller firms the ability to bid smaller portions of work • Contact firms through multiple avenues (ex. phone, email, public posting) of upcoming and current bid opportunities• Target specific MWSDVBE or local firms with specific scopes for work and directly solicit their bids• Provide technical assistance with the contract documents, plans, and specifications as well as any documents distributed for free through on-line subcontractor solicitation – iSqFt and AP’s internal Bid Docs site• Assist subcontractors and vendors with our prequalification process• Promote suitable contractual arrangements that offer special opportunities for firms to participate• Require that firms solicit bids from suppliers, vendors, and second tier subs using honest and equitable processes• Attend minority trade association meetings • Attend association and local project specific meetings • Utilize project local websites/newspapers• Publish notices of Invitation to Bid in multiple publications and organizations such as: »Construct Connect »Local Builders Exchanges »Dodge Reportspage 8page 9al Bidofferpliers, vendors,and equitableciation meetingsand local project specific meetingslocal websites/newspapersnotices of Invitation to Bid in multipleications and organizations such as:»Construct Connect»Local Builders Exchanges»Dodge ReportsDiverse Business OutreachAs a large business, it is our responsibility to provide opportunities for small businesses to bid work on all contracts that we pursue. We are proud of our track-record of exceeding client requirements for inclusion of small, diverse, and underutilized/disadvantaged subcontractors and suppliers. In addition to meeting participation goals on projects, we have formed numerous mentor-protégé relationships with firms to help guide other MWSDVBE contractors. Our MWSDVBE plan includes participation in industry associations, one-on-one meetings, tailored advertisements, and an extensive database of qualified firms. While AP has many tools and techniques designed for successful MWSDVBE participation, each project’s unique circumstances compels us to create a program tailored to each project’s specific needs. Outreach Plan Project SpecificsOur extensive experience on public projects has provided us the opportunity to build a subcontractor database of MWSDVBE businesses. This has allowed us to create an excellent track record of MWSDVBE participation and cultivate new capacity within the subcontractor community.• iSqFt.com• Construct Connect • MN Builders Exchanges• MN Dept. of Human Services – Targeted Group Small Business Procurement Program (TGB) • The Blue Book Verify MWSDVBE status and reach more subcontractors• Location specific publications• The Edina Sun Current• City of Edina Website (if permitted)Advertise in the following local media for small business• Hold workshops, seminars and training programs• Monitor activities to evaluate compliance with this subcontracting plan• Arrange interviews with the small business community• Hold open house events to network and answer subcontractor questionsTrain and encourage subcontractor participationVERIFYADVERTISETRAIN page 10pppaaaagagggpagpapaagpagppaggpp1e1e 1e 1e 1e1e 1111e 111111e 1000000000000000000000000000000000000000000000000000Commitment to our TeamDIVERSITYCOMMITMENTWe believe that diverse perspectives and approaches create a financially healthy organization that is more competitive, more innovative, and ultimately more successful.WE BELIEVEWE RECOGNIZEWE STRIVEWe recognize the contributions of team members with unique experiences and capabilities establishes a work environment that maximizes our collective potential.We strive for an inclusive culture that is collaborative, welcoming and engaging and where every team member’s voice is heard and valued.INNOVATION THRIVES ON DIVERSITYWe are committed to creating a diverse, inclusive workplace that reflects the differences found among our team members, clients and partners, and across our company and communities. Each team member plays a role in building a diverse and inclusive culture. One of our core values is respect, which we demonstrate in all of our interactions with fellow team members, clients, partners, shareholders and the community at large. AP offers a variety of educational resources on diversity, inclusion and creating a respectful workplace.A diverse workforce provides unique perspectives where innovation thrives. To succeed and grow our business, especially in the complex world of construction, our firm is committed to innovating and becoming more efficient in order to increase safety, expedite our schedules and increase our quality of work. page 10Community CommitmentAs a leader in our industry, we strive to reflect the communities and clients we serve. Most of our employees and trade partners live in the communities we serve. That is one reason why our mission of building communities goes beyond a slogan. We build in the communities where we live – OUR communities – that benefit our children, our families, our friends, and our neighbors.Investing in Future GenerationsProviding student internships not only benefits a student’s potential career and our firm, but is an integral part to the growth and development in the industry. Reaching out to a variety of institutions fosters diverse hiring. Each year, AP visits universities and presents at local high schools to solicit interest in job opportunities in our industry and at AP. page 12page 13At the heart of AP’s unique culture is strong sense that we are one family. Internally, we use the motto of OneAP which connects our team members across job sites and regions. It means that we face challenges together, operate with the same values and processes, and have the same vision of building trust, communities, and people in all we do. Inclusion is naturally integrated into this philosophy of being a family. Our goal is to ensure team members when hired have a support system to start their career with the resources they need to be completely integrated into the work and culture of AP. Each employee can build a sense of belonging within the team and understand the importance of their work towards achieving both AP’s and our client’s goals. Actionable items AP does to foster a positive, inclusive culture:• Provides an on-boarding manager when hired to help train and support .• Requires Respectful Workplace training for all employees annually.• Provides numerous team building events throughout the year where all team members are encouraged to participate .• Provides monthly volunteering activities for various non-profits, where every employee is encouraged to participate, give back to our communities and connect with other team members. • Holds employees accountable and has zero-tolerance policies for discrimination and unfair treatment .• Provides family events where everyone is included to get to know other AP family members .IN AN INCLUSIVE CULTURE CONNECTEDWEARE page 14page 15page 14Empowering all employees to succeedAt AP, each employee is given an equal opportunity to grow and succeed. Our policies and procedures – from hiring to promoting – are followed by being just, impartial, and fair to all potential employees and current team members. EEO PolicyAP’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, gender ID, 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 INCLUSION:EMPOWERING ALLEMPLOYEESAction 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.Molly Weiss, Chief Human Resources Officer, has been appointed 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. Molly will receive and review reports on the progress of the program. Any employee or applicant may inspect AP’s 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 mweiss@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, mweiss@a-p.com or any other management representative. Anonymous reports can be made to www.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. Chief Human Resources OfficerMolly WeissReports Effectiveness of the program requirementsEnsures reports, progress and status are moving towards end goal Monitorsall EEO activities page 17SELECTED TRAINEDCAREFULLY&TEAMMATESDEI Action-Oriented ProgramsSelection ProcessAP 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. Schedule for Review of Job Requirements: AP 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.Accommodations to Physical and Mental LimitationsAP will make reasonable accommodations to the physical and mental limitations of any team member or applicant unless such an accommodation would impose an undue hardship on the conduct of the business.Recruitment and Networking of Candidates12All solicitation or advertisements for team members will state that applicants will receive consideration for employment regardless of their race, color, creed, religion, national origin, sex, sexual orientation, gender ID, disability, age, marital status, or status with regard to public assistance. AP believes that diversity represents the communities we work in and the clients we serve. To ensure AP continus to reach these diverse populations, help wanted advertising will be placed in news media oriented towards women or people of color. Copies of advertisements will be kept on file for review by enforcement agencies.When AP places job postings, we will not indicate a preference, limitation, or specification based on sex, age, national origin, or other protected characteristics, unless that characteristic is a bona fide occupational qualification for specific job function. AP will not allow any employment agency with which we work to express any such limitations on our behalf, and will require that these agencies share our commitment to Equal Employment Opportunity. 3All positions for which AP post or advertise externally will be listed with State of Minnesota Workforce Centers, America’s Job Bank, or similar governmental agencies. 44AP will request the Minnesota Department of Employment and Economic Development to refer qualified individual with disabilities for employment consideration under our affirmative action programs. 5As necessary to ensure that potential candidates are aware of job openings, AP 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 6AP will keep documentation of all contacts made and responses received, in connection with paragraphs 4 and 5 above, whether formal or informal. AP will make every effort to give these agencies a reasonable amount of time to locate and refer applicants 7AP will carry out active recruiting programs at relevant technical schools and colleges, where applicable. 89AP will encourage existing people of color, female and disabled employees to recruit additional candidates for employment opportunities.Consideration of people of color and women not currently in the workforce: AP 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. page 18Promotion ProcessThe AP promotion process has been developed and documented and only legitimate qualifications are considered in our promotion decisions. Termination ProcessAP uses progressive discipline before terminating employees, where appropriate. All employees are made aware of our discipline process. AP 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 PracticeAs a part of our commitment to Equal Employment Opportunity, AP has made a specific effort to ensure that national origin and religion are not factors in recruitment, selection, promotion, transfer, termination, or participation in training. Anonymous Ethical HotlineTeam members can anonymously report if they see unsafe or inappropriate situations or conditions at the workplace. AP members are also encouraged to work with the Human Resources department on challenges they face or receive help with their benefits if needed. papage 18RetirementResourcesInformedTeamReviewed EmploymentPracticesReligiousObservationNo Discrimination1. Recruitment resources are informed of our commitment to provide equal employment opportunity without regard to national origin or religion.2. AP employees are informed of our policy and their duty to provide equal opportunity without regard to national origin or religion. 3. AP’s 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. AP does not discriminate against any qualified applicant or employee because of race, color, creed, disability, age, sex, sexual orientation, gender ID, marital status, or status with regard to public assistance in implementing the policy concerning non-discrimination based on national origin or religion. The following activities are undertaken to ensure they are not used as a basis for employment decisions:page 19AP incorporates the following commitments 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.3. AP does 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.Opportunities and EqualConditionsfor AllDeveloping Internal TalentHealthy Work Life BalanceAppropriate Physical FacilitiesDEI Action-Oriented Programs page 21page 20Prevention of Harassment and DiscriminationAP 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. Preemployment and post hire requirements: AP routinely conducts adverse impact analyses to analyze our applicant and team member testing, including applicant flow, hires, promotions, and terminations. All required applicant and team testing is job related and these tests and requirements are without regard to gender, ethnicity, or disability.Recognition and rewards program: AP programs are designed to support business results that align with job requirements and deliver outstanding results to our clients. AP routinely reviews our compensation system, including rates of pay and bonuses. Rewards align with the performance results. The programs are designed and managed to ensure that there is equity maintained and that the benefits are nondiscriminatory. In offering employment to individuals with disabilities, AP 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.Workplace Behavior: AP’s commitment to the structure and discipline in our program practices and processes is stated in our Team Member Reference Guide and is reviewed annually to ensure that AP continues to be a high quality employer and successful company. This review includes but is not limited to all of our personnel procedures and processes, including selection, recruitment, referral, transfers and promotions, apprenticeship programs and company-sponsored training programs and other company activities to determine if all team members and applicants are fairly considered. Any other areas that might impact the success of our Affirmative Action Program: AP will continually analyze 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. Our Code of Ethics is the guide and sets the stage for the culture of AP. AP takes prompt action to remedy any problems in these areas through training of staff or other methods. MBE/WBE PARTICIPATION As a large business, it is our responsibility to provide opportunities for small businesses to bid work on all contracts that we pursue. We are proud of our track-record of exceeding client requirements for inclusion of small, diverse, and underutilized/disadvantaged subcontractors and suppliers. In addition to meeting participation goals on projects, we have formed numerous mentor-protégé relationships with firms to help guide other MWSDVBE contractors. Our MWSDVBE plan includes participation in industry associations, one-on-one meetings, tailored advertisements, and an extensive database of qualified firms. While AP has many tools and techniques designed for successful MWSDVBE participation, each project’s unique circumstances compels us to create a program tailored to a project’s specific needs. Roxanne Zdon, Adolfson & Peterson Construction’s Diversity & Inclusion Coordinator, supports the following programs for continued efforts in advancing our MBE/WBE subcontractor outreach efforts. • Association of Women Contractors • MN Minority Goods and Services Associations Roxanne Zdon and Jeff Krick (Senior Preconstruction Manager) will utilize the following sources for identifying and solicitating MBE/WBE subcontractors. • Minnesota Unified Certification Program https://mnucp.metc.state.mn.us/ • Met Council MCUB Program https://mcub.metc.state.mn.us/ • Construct Connect Database Good Faith Efforts will be as follows: 1. The Invitation to Bid will be issued via isqft.com for the AP selected subcontractors and posted to these websites, allowing 3-4 weeks to review the drawings and specifications. • Minnesota Builders Exchange projects@mbex.org • St. Cloud Builders Exchange admin@stcloudbx.com • Duluth Builders Exchange info@duluthbx.com • Rochester Builders Exchange planroom@bexroch.com • Isqft Plan Room2. Electronic correspondence and follow up phone calls will be made to generate interest and offer clarification on the project details. 3. Host Virtual Meet & Greets for MBE/WBE subcontractors to talk with the AP Precon team. 4. Scopes of work may be structured into smaller bid packages to accommodate MBE/WBE companies. 5. All scopes of work including the two current strategic partners, Horwitz Mechanical & Gephart Electric, are encouraged to incorporate second tier MBE/WBE suppliers and/or subcontractors when possible. 6. A full review of all proposals will be performed to ensure MBE/WBE considerations were adhered too. Project Specific Program page 22UNDERREPRESENTED CONSTRUCTION WORKERSAdolfson & Peterson Construction appreciates the value and understands the importance of a diverse workforce and the benefits that brings to the workforce and the community. AP currently conducts the following good faith efforts to attract and engage a diverse workforce and will continue to actively do so specifically focusing on areas of underutilization:1. We will continue to sponsor and participate in career fairs, attend mock interviews, and construction training program events. 2. We also support organizations through membership, sponsorship, and/or donations of professional time and financial resources. Specifically, AP supports and participates in/with: • Association of Women in Construction• MN American Indian Chamber• National Association Minority Contractors• Productive Day Employment Program• MN Trades Academy• Summit Academy• State of Minnesota DEED – Veterans Job Clubs• University of Minnesota, Twin Cities and Moorhead• Dunwoody College of Technology• Five Skies Empowerment Training• MNSOARR• and many more3. Participate in a wide variety of industry/community organizations to increase our connections with prospective candidates who are women, minority, veterans, and individuals with disabilities.4. AP will continue to publicize and send notifications of open positions to organizations including the following:• Organizations supporting women (example: National Association of Women in Construction)• Organizations supporting minorities (example: National Association of Minority Contractors)• Organizations supporting veterans and individuals with disabilities (example: State of Minnesota - DEED)AP works closely with all of the trades unions to establish relationships with members and business agents in order to identify potential employees candidates who are women, minority, veterans, and individuals with disabilities.• AP’s General Superintendent, Rodney Lafreniere, is a Board Member for the North Central States Carpenters Union JATC (Joint Apprenticeship Training Committee). • Rodney is also involved with the Hennepin Technology College’s Construction program, serving as an Advisory Committee Member. Project Specific Programpage 23GOOD FAITH EFFORTSAt the Project site• AP will post EEO policy and anti-harassment policies prominently on employee bulletin boards and job sites. AP will update at least once a year with new contact information and signature of the contractor’s chief executive officer.• AP will post all government-mandated posters (Minnesota, federal, local) in areas available to employees and applicants and on all job sites. • The job sites will, to the extent possible, will be accessible to people with disabilities, specifically people with mobility impairments (restrooms, break-rooms, etc.). If all restrooms are not accessible, AP will provide comparable facilities for people with disabilities.• AP will check employee locker rooms, break rooms, restrooms, and work areas (job sites) for potentially offensive cartoons, etc.Recruiting• All personnel involved in hiring, selection, promotion, disciplinary and related processes will be trained to ensure the elimination of bias (implicit bias training) in personnel actions.• AP will include an EEO tagline or similar statement in all want ads or other external job announcements. Jobs posted on our web site, will include an EEO tagline.• Rodney Lafreniere, general superintendent, will 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.• AP will 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.• AP will provide training, preparation and workplace accommodations so that people with disabilities can have rewarding careers.• AP will 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.• AP will participate in construction community job fairs or other construction-related events.• When using paid advertising, AP will include news media or websites geared toward women, communities of color, and/or people with disabilities.• When advertising for bids we will include the workforce and diversity goals in the bid advertisement.Project Specific Program page 24page 25page 24Selection and Hiring• AP will review our application form and remove any questions that are not job-related. Include an EEO statement on the form itself. AP will review the application to make sure no illegal/potentially illegal information is requested.• AP will review EEO/Applicant tracking surveys: they should ask for necessary tracking information only and will be clearly marked as voluntary. AP will remove the forms from the application itself before the selection process begins.• AP will make sure supervisors are using legal criteria in their hiring decisions.• If AP use’s any pre-employment tests (math tests, typing tests, skill tests, “personality” or “integrity” tests), these tests will directly relate to the jobs for which they’re used.Termination of Employment• AP has developed a written termination policy and/or progressive discipline policy. All supervisors will implement the process consistently.• If appropriate, AP will conduct exit interviews or administer exit surveys.Employee Files and Record-Keeping• AP will 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 will tell the complete story of this employee’s history with AP: orientation, training, performance evaluations, wage increases, promotion information, disciplinary notices, etc. All pay increases will be documented, and nondiscriminatory reasons for pay should be obvious. • AP will retain applications for at least a year. AP will develop an applicant flow log or similar tracking system. AP will make sure that each applicant’s EEO survey or affirmative action data page is tracked, if completed. • All files of terminated employees should show the reason for termination, whether voluntary or involuntary.Other• AP will conduct training for all employees regarding the EEO and anti-harassment policies in safety meetings at the beginning of each project and additionally throughout the year for new hires. AP will emphasize reporting procedures.• AP will make reasonable efforts to solicit people of color, Indigenous, and female-owned businesses to participate in subcontracts or vendor contracts.Project Specific Programpage 25Program Name Contact Name Contact Information Dates WebsiteProductive Day Em-ployment ProgramLogan FuttererAnthony Wocel-kalogan.futterer@hennepin.usanthony.wocelka@hennepin.usMeet with LoganQuarterlyhttps://www.hen-nepin.us/residents/public-safety/produc-tive-day-enterprisesThe program’s construction pathway helps fulfill the rising demand for skilled construction professionals by providing high-quality, on-the-job-training for clients ages 18–34 who are under the department’s supervision. Upon successful com-pletion of training and union-approved classroom curriculum, participants earn a certificate in general carpentry skills and are eligible for union jobs.Summit AcademyAmanda Michal-skiamichalski@saoic.orgMock Interviews - June 29thHiring Fair - July 12thhttps://saoic.org/Summit offers specializations and industry certifications for in-demand careers in Information Technology (IT), Construction, and Medical Administrative Assistant through 20-week accredited programs, delivering academic rigor alongside marketable skills and connections to employers. Summit’s workforce-driven model also offers accelerated 10-week GED program, and 7-week Food Manufacturing customized training. By providing high-quality, hands-on Science, Technology, Engineering, and Math (STEM) programs, activities, and education, Summit’s youth division, the Northside STEM District, prepares students of color to be the workers of the future.Hennepin Tech Car-pentry ProgramBill Krausewilliam.krause@hennepintech.edu2/16/23https://hennepin-tech.edu/academ-ic-programs/build-ing-and-landscape/carpentry/index.htmlStudents will gain the knowledge and hands-on experience to construct, install, erect and repair structures to comply with all existing codes and in a manner that exhibits skill and craftsmanship. They will also learn to read blueprints, sketches and specifications for types of materials required and standards of work. They will get hands-on training with hand tools, power tools and equipment. From floor and wall framing to roofing to insulation, this program gives them a foundation for a career in carpentry.Five Skies Empow-erment TrainingNick Kedrowski (715) 896-1867 Program is 2/27 - 3/24https://www.fiveskies.org/Five Skies Training and Consulting LLC is a 100% Native owned small business that specializes in providing trainings tailored to opportunities in or near to Indian Country. We provide trainings and presentation that can be facilitated as short format programming of less than one day up to multi-week trainings; depending on your specific needs. We are available to provide consulting services relating to many topics to help you create, improve, or enhance your existing programming. The following list includes some of our program offerings to help guide your inquiries, but we are happy to consider developing alternative programs based on your specific needs.Project Specific Program page 26page 27WE BELIEVEBALANCEIN A HEALTHY WORK LIFEBetter Futures (612) 351-8657https://betterfuturesmin-nesota.com/contact-us/Better Futures Minnesota is a nonprofit providing a single service, they work to build healthy communities for more Minneso-tans by operating at the intersection of racial, social, economic, and environmental justice.They envision a future where men who want to build a better life for themselves, can. A future where men, predominantly Afri-can American, returning from prison have the supports they need to stay out of prison.YouthBuildhttps://youthbuild.org/YouthBuild is a national organization which works to unleash the intelligence and positive energy of youth to rebuild their communities and their lives. There are more than 225 YouthBuild programs in the U.S. that have participated in building 17,000 units of affordable housing. Requirements for this program are the following: Ages 16-24; not currently enrolled in school; and interested in working towards your GED. Participants will receive job training.Lakestreet Works(612) 512-4033jess@lakestreetworks.orgalex@lakestreetworks.orghttps://www.lakestreet-works.org/Lake Street Work’s goal is to bring hope back to the community and they believe a good way to do this is to help young peo-ple get great jobs after they graduate from high school. Lake Street Works is located in the heart of South Minneapolis, within the blocks vandalized in the 2020 riots. Their goal is to build back the community one student at a time.Learning the skills and choosing to be a carpenter, electrician, HVAC technician or plumber can be a career that pays even more plus benefits. And a career that is for a lifetime!.In addition to such skills, LSW will teach youth “life skills” needed to succeed in a job. These skills include Personal Develop-ment, On the Job Work Behaviors, and Financial Literacy.All classes will be taught by professionals and experts in the Construction trades. These individuals will also help students get jobs after they graduate.Project BuildEmail: info@projectbuildmn.orgPhone:651-432-4395https://projectbuildmn.org/about/Project Build empowers young men and women with construction career choices to ensure a steady flow of qualified skilled labor into the construction industry, non-union and union.Project Specific ProgramDue to AP’s union status, we are required to solicit tradespeople from the trade unions. We work closely with the unions and attend and participate in job fairs, open houses, and hiring events. Currently, the Carpenters Union holds an Open House every Thursday to allow potential tradespeople time to ask questions and educate themselves on upcoming opportunities. MDOT is also sponsoring a new pro-gram that will allow minority groups to get exposure to the construction trades. Local 49 will be holding a job fair/hiring event this year in May, dates are currently not set.Specific dates/events have not yet been determined for these organizations. We will be reaching out to these organziations. page 28DESCRIPTION OF ORGANIZATIONAP 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 AAPIndividual 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: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.Affirmative Action ProgramsFOR PEOPLE OF COLOR, WOMEN AND INDIVIDUALS WITH DISABILITIES4/1/2023 - 03/31/2024AP Midwest, LLC(dba Adolfson & Peterson Construction) 5500 Wayzata Blvd Suite 600Minneapolis, MN 55416(952) 544-1561TABLE OF CONTENTSDescription of Organization | 29Definitions Used in this AAP | 29Equal Employment Opportunity (EEO) Policy | 31 Assignment of Responsibility for Affirmative Action Program | 32 Internal and External Dissemination of Affirmative Action Policy and Plan | 32 Internal Audit and Reporting Systems | 35 Workforce Analysis | 35 Goals and Timetables | 35 Problem Area Identification.| 36 Action-Oriented Programs | 36 Anti-Harassment Policy | 40 Problem Resolution Policy | 41 Appendices | 42 Affirmative Action Programs page 30page 31page 30Professionals 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 C/erica/: 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. 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.Affirmative Action ProgramsEqual Employment Opportunity (EEO) PolicyThe EEO policy must be signed by the CEO/President or Board Chairperson and then included in the Affirmative Action Plan and posted at all worksites.Business Name AP Midwest, LLC Date 03/30/2023EEO Official, Name Molly Weiss EEO Official Title Chief Human Resources OfficerEEO Official, Phone Number 952-417-8355 EEO Official, Email Address mweiss@a-p.comThis is to affirm our policy of providing equal employment opportunities to all employees and applicants for employment in accordance with all applicable laws, directi\/es, 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, gender identity, disability, age, marital status, familial status, membership or activity in a local human rights commission, or status regarding public assistance. We will take affirmative steps to ensure that all our employment practices are free of discrimination. Such employment practices include, but are not limited to, the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, selection, layoff, disciplinary action, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. We will provide reasonable accommodation to applicants and employees with disabilities whenever possible.AP will evaluate the performance of management and supervisory personnel based on 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 the above-named EEO Official to manage the Equal Employment Opportunity (EEO) program. This person’s responsibilities include monitoring all EEO activities and reporting the effectiveness of the business’ Affirmati\/e Action program 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 the EEO Official for further information.Any employee or applicant for employment who believes they have been treated in a way that violates this policy should contact either the EEO Official or any other management representative, including me. We will take immediate action to investigate and address allegations of discrimination or harassment confidentially and promptly. Signature of CEO/President or Board Chairperson First and Last Name (Please Print)Title DateAffirmative Action ProgramsJeff Hansen CEO 3-30-2023 page 32page 33ASSIGNMENT OF RESPONSIBILITY FOR AFFIRMATIVE ACTION PROGRAMThe following responsibilities of the Equal Employment Opportunity (EEO) manager are required under the Minnesota Rules 5000. 3430 and make Minn. Stat. §363A. 36 specific. Please refer to the Rules for detailed responsibilities.Molly Weiss is designated as the company’s EEO manager and is tasked with monitoring all employment activity to ensure that our EEO/AA policies are being carried out. The EEO/AA manager 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 the company’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/AA 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 Affirmative Action Plan/Program 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. Coordinate 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.INTERNAL AND EXTERNAL DISSEMINATION OF AFFIRMATIVE ACTION POLICY AND PLANMolly 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 gis/en 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.Affirmative Action Programs2. 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 employees with disabilities 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.A. Internal Dissemination1. 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 all other 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 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 available to employees and applicants for employment.Affirmative Action Programs page 34page 359. When employees are featured in product or consumer advertising, employee handbooks, or similar publications, we will include images of male and female employees, employees of color, and disabled employees.10. Communicate at least annually to employees the existence of our affirmative action program and make available the elements of its program as well as enable prospective employees to know and avail themselves of 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 affirmative action program are implemented.B. External Dissemination1. 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.2. We will hold formal briefing sessions with representatives from recruiting sources. As an integral part of these briefings, we will include facility tours; 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 all 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 to avail themselves of the policy’s benefits.Affirmative Action ProgramsINTERNAL AUDIT AND REPORTING SYSTEMSOur EEO manager, Molly Weiss, has responsibility for implementing and monitoring our affirmative action programs. Department heads, managers, and supervisors are responsible for providing the EEO manager with 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 to the EEO Manager 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 terminations (voluntary and involuntary) by job group. Figures for each personnel process must show a breakdown by sex, 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.Also, 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 ANALYSISAvailability/Utilization/UnderutiIization AnalysisSee attached Appendix for our Workforce Analysis.GOALS AND TIMETABLESWe 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.Affirmative Action Programs page 36page 37PROBLEM AREA IDENTIFICATIONAP 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 a\/ailability/utilization/underutilization analysis (AUUA) and 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 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. Compensatton 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 acti\/ities 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 PROGRAMSSelection ProcessWe 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.Schedule for Review o/Jo6 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.Affirmative Action ProgramsPre-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 EmployeesWe 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 Employees1. 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 help-wanted 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 Equal Employment Opportunity.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.4. We will request the Minnesota Department of Employment and Economic Development to refer qualified individual with disabilities for employment consideration under our affirmati\ie action programs in accordance with Minnesota Administrative Rule 5000.3557. 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.Affirmative Action Programs page 38page 399. Consideration 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 ProgramsEducation 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 employees with disabilities in any apprenticeship program in which we participate.Promotion ProcessOur 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 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 ProcessWe 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.It is AP’s policy is to attempt to deal constructively with employee performance problems, unsatisfactory behavior and employee errors. The disciplinary process used will be determined by AP in its discretion in light of the facts and circumstances of each case. Each situation will generally be considered in light ofa variety of factors including, but not limited to: the seriousness of the situation; the employee’s past conduct and length of service; and the nature of the employee’s previous performance or incidents involving the employee. Depending upon the facts, disciplinary action may include oral or written warnings, probation, suspension with or without pay, or immediate termination of employment.Affirmative Action ProgramsReligion and National Origin Discrimination and Accommodation for Religious Observance and PracticeAs 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 pro\/ide equal employment opportunity without regard to national origin or religion.2. Our employees are informed of our policy and their dUty to proc/ide 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 GuidelinesWe 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 sex of any applicant or employee. Salaries are not related to or based upon 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.3. We do not deny employment to women or men with young children and do not penalize, in conditions of employment, women or men who require time away from work for parental leave.4. Appropriate physical facilities are provided to both sexes.Prevention of Harassment and DiscriminationOur 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.Affirmative Action Programs page 40page 41ANTI-HARASSMENT POLICYAs 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, gender identity, marital status, familial 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 indi\/iduaI’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.• 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.Affirmative Action ProgramsThis 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 has/e 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, Jeff Hansen.PROBLEM RESOLUTION POLICYIn 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.Reporting ClaimsWe 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 ProcessAll 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.Affirmative Action Programs page 42 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. APPENDICES TO FOLLOW Affirmative Action Programs L-1 4873-0550-7927\1 Exhibit L Form of Equity and Inclusion Report Equity and Inclusion Report ([7200][7250] France Avenue) Project Name & Address: [7200][7250] France Avenue, Edina, Minnesota – [Phase 1] [Phase 2] Minimum Improvements Developer: 7250 France Group, LLC General Contractor: A&P Construction Construction Trade Total Hours Worked Hours Worked by Under-Represented Groups % Names of Employers BIPOC Men BIPOC Women Non-BIPOC Women Demolition __% Grading/Excavation __% Carpentry __% Concrete __% Masonry __% Electrical __% Plumbing __% Glass & Glazing __% Painting & Finishes __% Site Work __% Other __% Total __% NA BIPOC includes workers whose ethnicity includes black, indigenous and other people of color Target Actual Good Faith Efforts made? Goal Achieved L-2 4873-0550-7927\1 % Hours worked by BIPOC / minority workers (men and women combined) = 25% Yes or No Yes or No % Hours worked by women (BIPOC and Non-BIPOC combined) = 12% Yes or No Yes or No Summary of Certified* Women-Owned Business Enterprises Name of Business (common name and dba) City & State Description of Trade Value of Sub- Contract *Certified means any business entity that is formally recognized as a disadvantaged business entity (typically women-owned or minority-owned) by the State of Minnesota or other Minnesota-based entity. Summary of Certified* Minority-Owned Business Enterprises Name of Business (common name and dba) City & State Description of Trade Value of Sub- Contract *Certified means any business entity that is formally recognized as a disadvantaged business entity (typically women-owned or minority-owned) by the State of Minnesota or other Minnesota-based entity. Total Cost of General Contractor and Subcontracted Work: Total Subcontracted Work awarded to certified MBEs Total Subcontracted Work awarded to certified WBEs Combined total: $ _______ $ _______ $ _______ _______% Target Actual Good Faith Efforts made? Goal Achieved % Subcontracted Work awarded to MBE Na Yes or No Yes or No % Subcontracted Work awarded to WBE Na Yes or No Yes or No L-3 4873-0550-7927\1 Total % Subcontracted Work awarded to MBE and WBE 15% Yes or No Yes or No L-4 4873-0550-7927\1 Pursuant to and in accordance with Section 4.9 of that certain Redevelopment Agreement dated April 18, 2023 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”), Developer hereby represents, warrants, and certifies to the City and the Authority that the information provide in or connection with this report is true and correct in all material respects. DEVELOPER: 7250 FRANCE GROUP, LLC, a Minnesota limited liability company By: _________________________________________ Name: _______________________________________ Its: _________________________________________