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HomeMy WebLinkAbout2023-11-16 HRA Regular Meeting PacketAg enda E dina H ousing and R edevelopm ent Author ity City of E dina, Minnesota City Hall Council Chambers Thur sday, Novem ber 16, 2023 7:30 AM Watch the m eeting on cable TV or at EdinaMN.gov/LiveMeeting s or Facebook.com /EdinaMN. To Participate in Comm unity Comm ent Call 786-496-5601 E nter Conference PIN 7067223# Press *1 on your telephone keypad when you would like to get in the queue to speak. An operator will introduce you when it is your turn. I.Call to Ord er II.Roll Call III.Pledge of Allegia n ce IV.Ap p roval of Meetin g Agen d a V.Com m unity Com m en t Du ring "Com m unity Com m en t," th e Edin a Housing and Redevelop m ent Au thority (HRA) will in vite resid ents to sh are new issues or con cern s tha t h aven't been con sid ered in th e p ast 30 da y s b y th e HRA or w h ich a ren't slated for fu ture consideration . Individ u als m u st lim it their com m ents to three m inutes. Th e Ch air m a y lim it the num ber of sp ea kers on th e sa m e issue in th e interest of tim e a n d topic. Gen era lly sp ea king, item s tha t are elsewhere on tod ay's a genda m a y not b e addressed d u ring Com m unity Com m en t. In d ividua ls sh ould not expect th e Ch air or Com m issioners to resp ond to th eir com m en ts toda y . Instead the Com m issioners m ight refer the m atter to sta. for consideration a t a fu ture m eeting. VI.Ad option of Con sen t Agenda All a genda item s listed on the consent a genda a re con sid ered rou tin e and will be en acted by one m otion. There will be no sepa rate d iscussion of such item s unless requested to be rem oved from the Con sen t Agenda by a Com m ission er of the HRA. In su ch ca ses the item w ill b e rem oved from th e Consent Agen d a and con sid ered im m ediately follow ing the a d option of th e Consent Agen d a. (Fa vorable rollcall vote of m a jority of Com m issioners p resent to approve.) A.Dra ft Min u tes of Regular Meetings on October 26, 2023 B.Req u est for Purch ase: Profession al Services for 50th and Grange Im p rovem en ts VII.Reports/Recom m enda tions: (Favora b le vote of m ajority of Com m ission ers p resent to approve excep t where n oted) A.2022 A.ord able Housing Com plia n ce Rep ort B.Forgivable Loa n Agreem en t with Bu h l 3906, LLC C.Fra n ce Avenue Pedestria n Crossing - Project Up d ate VIII.Executive Director's Com m ents A.5146 Eden Avenue - Project Upda te IX.HRA Com m issioners' Com m en ts X.Ad jou rn m ent Th e E d ina Housing a n d Redevelop m ent Au thority wa n ts all pa rticip ants to be com fortable b ein g pa rt of th e p u b lic p rocess. If y ou n ee d a ssista n ce in the w a y of h ea ring am pli@ca tion, a n in terp reter, large-p rint docum en ts or som ethin g else, p lease ca ll 952-927-8861 72 hou rs in advance of the m eeting. Date: November 16, 2023 Agenda Item #: VI.A. To:C hair & C ommis s ioners of the Edina HR A Item Type: Minutes F rom:Liz O ls on, P lanning Adminis trative S upport S pec ialis t Item Activity: Subject:Draft Minutes of R egular Meetings on O c tober 26, 2023 Action Edina Housing and Redevelopment Authority Established 1974 C ITY O F E D IN A HO US I NG & R EDEVELO P MENT AUT HO R I T Y 4801 West 50th Street Edina, MN 55424 www.edinamn.gov A C TI O N R EQ U ES TED: M otion to approve the draft M inutes of R egular Meetings on O ctober 26, 2023. I N TR O D U C TI O N: AT TAC HME N T S: Description Draft Minutes of Regular Meetings on October 26, 2023 Page 1  MINUTES OF THE REGULAR MEETING OF THE EDINA HOUSING AND REDEVELOPMENT AUTHORITY OCTOBER 26, 2023 7:30 A.M. I. CALL TO ORDER Chair Hovland called the meeting to order at 7:34 a.m. then explained the processes created for public comment. II. ROLLCALL Answering rollcall were Chair Hovland, Commissioners Agnew, and Jackson. Absent: Commissioners Pierce and Risser. III. PLEDGE OF ALLEGIANCE IV. MEETING AGENDA APPROVED - AS PRESENTED Motion by Commissioner Jackson, seconded by Commissioner Agnew, approving the meeting agenda as presented. Roll call: Ayes: Agnew, Jackson, and Hovland Motion carried. V. COMMUNITY COMMENT No one appeared. VI. ADOPTION OF CONSENT AGENDA AS PRESENTED Motion by Commissioner Jackson, seconded by Commissioner Agnew, approving the consent agenda as presented: VI.A. MINUTES FROM THE SPECIAL WORK SESSION AND REGULAR MEETING ON AUGUST 24, 2023, AND THE SPECIAL MEETING ON SEPTEMBER 19, 2023 Roll call: Ayes: Agnew, Jackson, and Hovland Motion carried. VII. REPORTS AND RECOMMENDATIONS VII.A. PROPOSED FORGIVABLE LOAN FOR MUSIC VENUE AT 3916 W. 50TH STREET - APPROVED Economic Development Manager Neuendorf shared this item pertained to the use of SPARC funds to support private investment in a vacant commercial space at 3916 W. 50th Street. He said staff had prepared a term sheet which was recommended to serve as the basis for a forgivable loan agreement. A full agreement would be considered at a future public meeting of the HRA. He shared the experienced local developer was planning a $1.1 million investment in Edina that would create new jobs and enable new business and increased tax base for a music venue. He shared the financial gap was $225,000 and how SPARC funds could address that gap and noted this area was one of the highest valued commercial districts in the City. He shared since this was lower level space, they would need to meet current ADA requirements that would include a lift then outlined the proposed buildout in detail. He shared timing of the project would be 2024-2025 and outlined eligible and ineligible costs and conditions of forgiveness. Pete Deanovic, Buhl Investors, shared their plans to reinvigorate the area for a jazz club and their work to reset retail space and the costs to meet ADA requirements. He spoke about staging plans that would address potential outside noise concerns and how they hoped the proposed Minutes/HRA/October 26, 2023 Page 2 Morningside After Dark venue an opportunity to engage the community and bring people downtown and thanked the Commission for their support. The Board asked questions and provided feedback. Commissioner Agnew, seconded by Commissioner Jackson, to approve the term sheet and authorize staff to prepare a forgivable loan agreement for future consideration. Rollcall: Ayes: Agnew, Jackson, Hovland Motion carried. VIII. EXECUTIVE DIRECTOR’S COMMENTS – Received IX. HRA COMMISSIONER COMMENTS – Received X. ADJOURNMENT Motion made by Commissioner Jackson, seconded by Commissioner Agnew, to adjourn the meeting at 8:19 a.m. Roll call: Ayes: Agnew, Jackson, and Hovland Motion carried. Respectfully submitted, Scott Neal, Executive Director Date: November 16, 2023 Agenda Item #: VI.B. To:C hair & C ommis s ioners of the Edina HR A Item Type: R eques t F or P urchas e F rom:C had A. Millner, P.E., Director of Engineering Item Activity: Subject:R equest for P urc hase: P rofes s ional S ervic es for 50th and G range Improvements 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 R equest for P urchase for P rofessional S ervices for 50th and Grange I mprovements with S hort E lliot Hendrickson Inc for $246,000.00. I N TR O D U C TI O N: T he City Council and H R A accepted T he East G randview Transportation Study associated with the redevelopment of 4917 Eden Avenue (old P erkins site). T hat study identified improvements on E den Avenue, Grange R oad, and 50th Street to improve safety of cyclist and pedestrians along with improving traffic safety and operations. T his contract will complete final design and bidding of improvements along 50th S treet from the proposed T ight Diamond I nterchange (T D I) to east of D ale Drive including G range Road. T his project is being constructed in 2024. AT TAC HME N T S: Description Request for Purchase: Professional Services for 50th and Grange Improvements Letter Proposal Request for Purchase Contract Number 1 CITY OF EDINA 4801 W 50th St., Edina, MN 55424 www.EdinaMN.gov | 952-927-8861 12300197 Department: Engineering Buyer: Chad Millner Date: 11/08/2023 Requisition Description: Professional Services for 50th and Grange Improvements Vendor: SHORT-ELLIOT-HENDRICKSON INCORPORATED Cost: $246,000.00 REPLACEMENT or NEW: REPLACEMENT PURCHASE SOURCE:SERVIC K - SERVICE CONTRACT DESCRIPTION: The HRA accepted The East Grandview Transportation Study associated with the redevelopment of 4917 Eden Avenue (old Perkins site). That study identified improvements on Eden Avenue, Grange Road, and 50th Street to improve safety of cyclist and pedestrians along with improving traffic safety and operations. This contract will complete final design and bidding of improvements along 50th Street from the proposed Tight Diamond Interchange (TDI) to east of Dale Drive including Grange Road. This project is being constructed in 2024. BUDGET IMPACT: This project is funded by TIF funds collected from the Eden Grange TIF district created with the redevelopment of 4917 Eden Avenue (old Perkins site). 2 COMMUNITY IMPACT: These projects can meet many of the seven guiding principles such as enhance the district’s economic viability, design for the present and the future by pursuing logical increments of change using key parcels as stepping stones to a more vibrant, walkable, functional, attractive, and life-filled place, organize parking as an effective resource for the district by linking community parking to public and private destinations while also providing parking that is convenient for businesses and customers, improve movement within and access to the district for people of all ages by facilitating multiple modes of transportation, and create an identity and unique sense of place that incorporates natural spaces into a high quality and sustainable development reflecting Edina’s innovative development heritage. ENVIRONMENTAL IMPACT: NA Service Contract Engineers | Architects | Planners | Scientists Short Elliott Hendrickson Inc., 10650 Red Circle Drive, Suite 500, Minnetonka, MN 55343-9229 952.912.2600 | 800.734.6757 | 888.908.8166 fax | sehinc.com SEH is 100% employee-owned | Affirmative Action–Equal Opportunity Employer SUPPLEMENTAL LETTER AGREEMENT October 16, 2023 RE: City of Edina, Minnesota W 50th Street FinalEngineering SEH No. EDINA 172776 10.00 Mr. Chad Millner, PE Director of Engineering City of Edina Engineering and Public Works Facility 7450 Metro Boulevard Edina, MN 55439 Dear Chad: Short Elliott Hendrickson Inc. (SEH®) respectfully requests approval of this Supplemental Letter Agreement for final design Engineering Services (agreement) for the above referenced project. As part of our preliminary engineering scope, we recommended that construction of the W 50th Street improvements from Grange Rd to adjacent to City Hall be completed in 2024, in advance of the Vernon Avenue and Highway 100 Bridge Interchange project (designed by TKDA; scheduled for construction in 2025), triggering the need for final design services this fall/winter. Project Understanding/Scope of Services Our final design services will include: • Final design of W 50th Street roadway reconstruction from Grange Road to 250’ east of Dale Drive and Grange Road roadway reconstruction from W 50th Street to 300’ south • Replacement of MnDOT traffic signal at W 50th Street/Grange Road • Storm sewer improvements, including Stormwater Best Management Practices (BMP) o BMP(s) will be required for additional impervious on W 50th St as well as additional runoff associated with the Vernon Avenue Interchange project o BMP(s) will be permitted with Minnehaha Creek Watershed District • Replacement of water main along Grange Road and in W 50th Street intersection, including stub for future directional drilling of water main under TH 100 (included with interchange project) • Replacement of gate valves as determined by City staff • Sanitary sewer lining between City Hall and Dale Drive • Wet cast modular block retaining wall design on the north side of 50th Street at the Grange Road intersection We will follow the W 50th Street 30% layout developed by SEH with preliminary design. Our scope also includes coordination with City staff and TKDA for Vernon Avenue and Highway 100 Bridge Interchange project, coordination with MnDOT for traffic signal replacement, coordination with Hennepin County for development of detour route(s) during construction, Metro Transit coordination regarding bus stops, and private utility coordination. Geotechnical investigation services were previously completed by Glacial Ridge Drilling and added to the preliminary design services to take advantage of completing soil borings at the same time as the borings for the interchange project. Mr. Chad Millner, PE October 16, 2023 Page 2 Deliverables will consist of: • Exhibits and supporting information for public engagement • Easement exhibits and legal descriptions • Draft plans and cost estimates for review at 60% and 90% • Draft project manual for review at 90% • Final bidding documents and cost estimate • Addenda (if required) • Letter of award recommendation Assumptions include: • Up to three, virtual meetings will be held with City staff and TKDA to coordinate the interchange project • Up to three, virtual utility coordination meetings will be held • Private utility potholing is not included • Public engagement/open house attendance is not included. City will lead these efforts with graphics developed by SEH • Presentations to HRA and City Council are not included Schedule Anticipated Project Schedule Item No. Item Description Item Key Milestone Date 1 Submit 60% plans mid-November 2023 2 Submit 90% plans/draft project manual mid-January 2024 3 Complete bidding documents early February 2024 4 Open bids late February 2024 Fees, Billing & Estimated Project Costs If accepted, this supplemental letter agreement describes how we will provide these services for a not-to-exceed fee of $246,000.00. This amount is detailed in the attached Task Hour Budget (THB) and includes our reimbursable expenses. We will bill the City monthly for reimbursable expenses and on an hourly basis for labor. We will provide these services in accordance with our Agreement for Professional Engineering Services dated June 4, 2013, herein called the Agreement. This Supplemental Letter Agreement, THB, and the Agreement represent the entire understanding between the City of Edina and SEH in respect to the project and may only be modified in writing if signed by both parties. We look forward to working with you and your staff on this project. Please contact me at 952.912.2629 or wbauer@sehinc.com with questions regarding this proposal. Sincerely, SHORT ELLIOTT HENDRICKSON INC. William Bauer, PE Toby Muse, PE (Lic. IA, MN, SD) (Lic. MN) Project Manager Client Service Manager Mr. Chad Millner, PE October 16, 2023 Page 3 Enclosures x:\ae\e\edina\172776\1-genl\10-setup-cont\02-contract\amendment 1 - final design\sla ltr w 50th st final design amendment.docx Accepted on this ___day of________________, 2023 City of Edina, Minnesota By: _________________________________ Name _________________________________ Title PM PE PE PE Tech LA LA PE Admin TechReimbursable Expenses (1) Total1.1441125381.2SEH will lead two (2) virtual meetings with TKDA and City staff to coordinate design details and project tie-ins42612Includes up to two (2) virtual meetings with City staff to review 60% and 90% plans with City staff42410SEH will lead three (3) virtual private utility coordination meetings. Meetings will piggy back on Vernon Ave Interchange meetings.91221Assumes one virtual coordination meeting with Metro Transit to review bus stop design and coordinate bus stop closure during construction224Assumes one virtual coordination meeting with Hennepin County to discuss traffic signal replacement at 50th St/Grange Rd2226Assumes two virtual meetings with Watershed District to discuss permitting and stormwater treatment alternatives22481.315 153048 64524 N/A 105$10,054.82 $1,430.52 $7,976.18 $512.95 $508.93 $626.31 $21,109.722.1112124252424202010 1626Meeting with MnDOTTask #2 - Civil Final EngineeringTask Hours SummaryTask Fee SummaryFinalize proposed GeometricsIdentify/coordinate private utility relocation locations, graphics, and schedulePrivate Utility CoordinationMeetings (Notice, Agenda, Materials, Minutes)Design review meeting with City and TKDADesign review meetings with CityPrivate utility coordination meetingsMeeting with Watershed DistrictProject CorrespondenceWritten Client updatesFinal Street and Utility DesignEstablish proposed alignments (horizontal) and road stationingRefine corridor models (profiles, assemblies, corridor)Client: City of EdinaInvoice managementProject Name: W 50th Street Final DesignRevision Date: Contract and GeneralDevelop supplemental letter agreementCreate project in accounting systemSEH Project #172776Date: October 12, 2023Billing TitleTask #1 - Project ManagementAssumptions/NotesDetermine typical sectionsMeeting with Metro TransitPage 1 of 6 PM PE PE PE Tech LA LA PE Admin TechReimbursable Expenses (1) TotalClient: City of EdinaProject Name: W 50th Street Final DesignRevision Date: SEH Project #172776Date: October 12, 2023Billing Title Assumptions/Notes212141616220222121442024Assumes full closure of 50th St will be permitted246189Assumes replacement of main on Grange Rd and within 50th St intersection. Includes stub for future HDD under TH 100 with Interchange project.1676624610 2030Coordinate road closure, detour, and proposed work adjacent to TH 100 ramps6101688162.2145Assumes easements will be required from four parcels812202.322666622Assumes wet cast modular block wall324361622204217Delineate drainage basinsQuality Control ReviewCreate pipe/pressure pipe networkCreate water main layoutCalculate design flowsCalculate catch basin spacing & roadway spreadSize proposed storm sewer systemMnDOT/Hennepin County Draft final storm sewer design, profiles, and pipe networksPrepare sanitary sewer lining and manhole rehabilitation plansCoordinate water main stub with HDD under TH 100 interchange projectWater Main DesignSanitary Sewer DesignRight of Way/Easements Identify permanent/temporary right of way/easement dTKDA Final Design CoordinationDraft easement exhibits/legal descriptionsGeotechnical DesignReview existing conditionsStake soil boringsPrepare draft boring logs and assign testsReview and prepare final boring logsRetaining wall designDevelop draft geotechnical reportDevelop final geotechnical reportDrainage/Storm Sewer DesignTraffic Control/Construction StagingPage 2 of 6 PM PE PE PE Tech LA LA PE Admin TechReimbursable Expenses (1) TotalClient: City of EdinaProject Name: W 50th Street Final DesignRevision Date: SEH Project #172776Date: October 12, 2023Billing Title Assumptions/Notes2.42222444420201616161624624643034416204303441620430 23628101121343034See Task 5212144242821214See Task 32020888248822888242.51427111311112211244362421225213General LayoutEstimated Quantities, Notes, Standard PlatesGeneral NotesStorm Water Pollution Prevention Plan (SWPPP)Erosion ControlTraffic SignalsSupplementary conditionsSpecial provisionsTechnical specificationsQuality control reviewDevelop Construction PlansTitle SheetTabulationsConstruction detailsTypical SectionsSequence of Operations/PhasingAlignment Tabulation and Survey ControlExisting Conditions/RemovalsPlan and Profile Sheets - sanitary sewer and waterPlan and Profile Sheets - street and storm sewerIntersection DetailsRetaining Wall Plans/Profiles and DetailsStorm Sewer lead profilesTraffic Control/Detour PlanPavement Markings/SigningSidewalk/Ped Ramp detailsCross SectionsQuality control reviewConstructability ReviewLandscapingProject site walkthrough plan reviewTKDA coordination (plans/specifications)Front end documentsBidding requirementsGeotechnical dataContract formsProject ManualConditions of the contractPage 3 of 6 PM PE PE PE Tech LA LA PE Admin TechReimbursable Expenses (1) TotalClient: City of EdinaProject Name: W 50th Street Final DesignRevision Date: SEH Project #172776Date: October 12, 2023Billing Title Assumptions/Notes2.61202041112122511010212.71121121121124610Includes MnDOT ROW permit and utility accommodation permits4610Permit to be obtained by Contractor prior to construction2.82281212 1224112112211121 7 422 438 10 25 N/A 1,023$25,346.54 $1,668.94 $74,798.87 $54,554.21 $2,153.38 $3,180.83 $5,979.90 $167,682.663.16640 761168822212142260 88N/A 148$15,388.56 $10,960.66 $877.00 $27,226.224.1123145145Attend Council meetingPrepare notice to proceed letterWatershed districtBiddingPrepare ad for bid & electronic bid docsRespond to bid questions & prepare addendaAttend bid openingPrepare and review tabulation of bid and award recommendation letterAgency Reviews & Permits60% Owner ReviewAgency Review and Approval - MnDOTNPDESOpinion of Probable Cost60% Opinion of Probable Cost90% Opinion of Probable Cost100% Opinion of Probable CostTask Hours SummaryTask Fee SummaryTask #4 - Water Resources Final DesignSignal EstimateSJR DocumentationAssistance/Questions (Bidding)Task #3 - Traffic Signal DesignFinal DesignField reviewDivision SS Technical Specifications90% Owner ReviewDepartment of HealthAgency Review and Approval - Hennepin CountyReview soil boringsDelineate drainage areasSignal Plan PreparationTask Hours SummaryTask Fee SummaryFinal DesignConfirm WQVPage 4 of 6 PM PE PE PE Tech LA LA PE Admin TechReimbursable Expenses (1) TotalClient: City of EdinaProject Name: W 50th Street Final DesignRevision Date: SEH Project #172776Date: October 12, 2023Billing Title Assumptions/Notes1232810Subsurface BMP is constructable under roadway area. Assumes infiltration will not be feasible and BMP will be detention type. Given space constraints and nature of the changes to discharge points, we will maximize treatment for volume, water quality and rate to extent practicable but additional BMPs for Vernon Ave interchange may still be required (not included)424282810167Covers W 50th St with crossover aspects from Vernon interchange. Does not include documentation for interchange project. Includes project summary, regulatory summary requirements and documentation of compliance, supplemental information, and maintenance 3811Includes project treatment summary (including coordination with TKDA) and BMP layout/details38118101827 84N/A 111$6,437.33 $14,888.87$662.40 $21,988.605.1Assume creation of one concept and minor revisions after City review; will use roadway CAD 88Includes review and evaluation of trees identified for removal22112115.2Assume 0 sheet from PLA, Civil will doAssume 0 additional, info to Civil Sheet22Assume 1 additional, info to Civil Sheet22Includes tree removals; assume 1 sheet based on Civil 1"=50' sheet189Assume 1 plant schedule sheet & 3 MnDOT detail sheets22Per MnDOT Standard Specs & practices145123Task Fee SummaryStandard Planting Detail SheetsDetailed Cost Estimating at 60% & 100% CDsSite & Landscape Specifications and Special ProvisionsSite ReviewPreliminary Cost EstimateQuality Assurance/Quality ControlSize/model BMPAlternative complianceWatershed permit applicationMemoConfirm water quality goalsStatement of Estimated QuantitiesFiguresCoordination with TKDAPreliminary & Final DesignPlanting ConceptTask #5 - Landscape ArchitectureTask Hours SummaryTabulations SheetSite Landscape Layout PlansPlans and SpecificationsTitle SheetConfirm rate control requirementsPage 5 of 6 PM PE PE PE Tech LA LA PE Admin TechReimbursable Expenses (1) TotalClient: City of EdinaProject Name: W 50th Street Final DesignRevision Date: SEH Project #172776Date: October 12, 2023Billing Title Assumptions/NotesAssume 1 sheet to show irrigation impacts to in-olace system and reconnections for reconnections and reconfiguration1616445.3Assumes to include addenda assistance and answering design related questions from contractors during the bidding process4413 47 N/A 60$2,704.02 $4,940.78 $348.00 $7,992.8048 64524 N/A 105$10,054.82 $1,430.52 $7,976.18 $512.95 $508.93 $626.31 $21,109.72121 7 422 438 10 25 N/A 1,023$25,346.54 $1,668.94 $74,798.87 $54,554.21 $2,153.38 $3,180.83 $5,979.90 $167,682.6660 88N/A 148$15,388.56 $10,960.66 $877.00 $27,226.2227 84N/A 111$6,437.33 $14,888.87$662.40 $21,988.6013 47 N/A 60$2,704.02 $4,940.78 $348.00 $7,992.80169 40 551 62 526 13 47 10 29 N/A 1,447$35,401.36 $9,536.78 $97,663.92 $15,901.51 $65,514.88 $2,704.02 $4,940.78 $2,153.38 $3,689.76 $8,493.61 $246,000.00Notes:(1)Task #4 - Water Resources Preliminary/Final DesignIrrigation Plan Layout and CoordinationTask Hours SummaryTask Fee SummaryBidding AssistanceQuality Assurance/Quality ControlTask Hours SummaryTask Fee SummaryBidding & Construction Support ServicesIncludes employee mileage, reproductions, vehicle, survey equipment, and computer/technology costsTask Hours SummaryTask Fee SummaryTask #3 - Lighting Preliminary/Final DesignTask Hours SummaryTask Fee SummaryTask #5 - Landscape ArchitectureTask Hours SummaryTask Fee SummaryProject SummaryTask Hours SummaryTask Fee SummaryTask #2 - Final Civil DesignTask #1 - Project ManagementProject Hours SummaryProject Fee SummaryPage 6 of 6 Date: November 16, 2023 Agenda Item #: VI I.A. To:C hair & C ommis s ioners of the Edina HR A Item Type: Advisory C ommunic ation F rom:S tephanie Hawkinson, Affordable Housing Development Manager Item Activity: Subject:2022 Affordable Hous ing C ompliance R eport Information Edina Housing and Redevelopment Authority Established 1974 C ITY O F E D IN A HO US I NG & R EDEVELO P MENT AUT HO R I T Y 4801 West 50th Street Edina, MN 55424 www.edinamn.gov A C TI O N R EQ U ES TED: No action needed. I N TR O D U C TI O N: T he City has a contract with Affordable Housing Connections (AH C) to confirm and verify that the affordable units in market rate developments are being rented at affordable rates to income qualified tenants, per our N ew M ultifamily Affordable H ousing P olicy. AH C has completed their audit of the 2022 files and submitted a summary. T he audit began in early 2023, but due to multiple compliance issues that took time to resolve, the report is just being made available now. T here are current eight market rate apartment buildings that include affordable units. Of these, two are still under construction so files were reviewed for the six occupied buildings. Five buildings are in compliance. One building has historically not been in compliance with current standards, but is in compliance with how the agreement was originally drafted. AT TAC HME N T S: Description Staff Report Pres entation November 16, 2023 Chair and Members of the Edina Housing and Redevelopment Authority Stephanie Hawkinson, Affordable Housing Development Manager 2022 Affordable Housing Compliance Report Information / Background: In 2015 the City adopted an New Multifamily Affordable Housing Policy that requires new multifamily housing developments asking for a zoning amendment or financial support to either include affordable units in their development or pay a fee in lieu. Eight market rate developments include affordable units, with six buildings completed with the affordable units fully leased: Building Affordable Units Owner Management Company Aria 8 Doran Company Doran Management Aurora 10 Aurora Investments Ebenezer Avidor 18 CRP/TCC AA II Edina, LLC Allegro Management Company Millennium at Southdale 11 Harmony Heights Associates, LLC Belgrade Property Services Nolan Mains 10 Edina Market Street, LLC Saturday Properties The Lorient 3 Orion 4500 France, LLC Greco Properties The Eddi – under construction 21 The Rise Greystar Maison Green – under construction 20 Reuter Walton Bozzuto Management Company STAFF REPORT Page 2 In December 2018, the City entered into a service contract with Affordable Housing Connections (AHC) to monitor all market rate developments that contain affordable units. The compliance monitoring is to confirm and verify the following: 1. The approved number of units have rents that are deemed affordable per the agreement made with the City (with rents at the 50% and/or 60% Area Median Income levels); and 2. The affordable units are being rented to households who are income qualified. Affordability Requirement Income Limits Rent Limits 50% Area Median Income 1 person – $43,500 2 people - $49,700 3 people - $55,900 Studio – $1,087 1 Bedroom – $1,165 2 Bedroom - $1,397 60% Area Median Income 1 person – $52,200 2 people - $59,240 3 people - $67,080 Studio – $1,305 1 Bedroom – $1,398 2 Bedroom - $1,677 Compliance Results Of the eight developments, two are still under construction (The Eddi and Maison Green). Although there have been initial meetings with owners and management, no file review was completed. Of the remaining six, one remained in compliance due to their participation in the Elderly Waiver program and review by the State; four had deficiencies that result in non-compliance but management worked on clearing those deficiencies; and one, Aria, remains non-compliant.  Aria –Tenants are paying the allowable rents, but then are charged utilities, trash fees and other fees in addition to rent which makes them non-compliant. The rent cap must include all required fees and a utility allowance otherwise the units are deemed not affordable. New Property Management is willing to work with the compliance officer to verify income compliance.  Aurora - Owner agent certifies the State is in possession of eligibility information and by determining a particular tenant is eligible for Elderly Waiver, therefore also establishes that tenant’s income eligibility and the rents’ affordability.  Avidor –Management changed in 2022. Previous management did not complete 2022 income certifications, self-certifications or otherwise. New management submitted self-certifications effective 7/1/23 for all 18 residents. Deficiencies found in AHC's review of the self-certifications have been resolved.  Millenium at Southdale –All 18 units were found to exceed the rent limit due to the non-inclusion of mandatory renters insurance in the gross rent calculation. Prior management worked to correct and re-imburse tenants per AHC instructions. On 09/21/23, AHC staff met on-site with the new management staff and they will complete final corrections needed.  Nolan Mains –2022 certifications were reviewed and gross rent inaccuracies due to incorrect Utility Allowance amount was identified. New on-site manager has made corrections and supplied STAFF REPORT Page 3 documentation of reimbursements to tenants. The remaining file corrections have been submitted to AHC for final review.  The Lorient –All tenant file deficiencies have been corrected or clarified. ADUs appear compliant with Edina's AHP requirements. Aria Aria remains non-compliant with current standards as the tenants pay fees and utilities in addition to the maximum rents charged. At the December 12, 2020 HRA meeting, the Commissioners endorsed the definition of “rent” to mean the full cost for living in a unit – rent plus utilities plus any other required fees. The City acknowledges Doran Companies willingness to provide affordable units, and Aria is rent compliant, but the development is not technically affordable as tenants must pay utilities, trash collection and other fees in addition to rent. Doran is complying with the written agreement, but not with the intended spirit of the agreement. Unlike previously the new on-site manager is sharing files and demonstrating income compliance. As intent cannot be confirmed nor verified, Doran Companies is complying with the form of agreement that was in place at the time. Nonetheless, the City cannot publicly claim that Aria is affordable to households with incomes at or below 60% of the Area Median Income and will therefore remove this as an option for an affordable place to live on our website. Compliance Expectations With the early developments (Avidor, Aria and Aurora) there were little written expectations of how the properties would deliver the affordable units and how the City would confirm that the affordable units were serving tenants who needed them. Negotiations were made in good faith, yet these initial buildings were approved prior to the development of the Affordable Housing Policy Guide (“Guide”) which defines program requirements and how they are achieved. Each development also has a unique regulatory agreement, making compliance monitoring a challenge. For Aurora, the requirement to provide affordable units was only stated in the Resolution. With each successive development, the requirements have become increasingly defined in the Development Agreements with the Guide included as an attachment. Yet even without the Guide in place at the time of approval, the owners/agents of Avidor and Aurora have worked diligently to comply with the affordability requirements now in place. To accurately determine income compliance there are forms and worksheets that need to be completed to support eligibility at move-in and annually thereafter. As income can come from multiple sources in addition to traditional wages, the forms and worksheets are necessary. Resident rent ledgers are reviewed to determine rent compliance. An annual report is completed to collect the income and rent data. Compliance Support Since 2019 AHC staff has been meeting with Property Management staff or owners to review expectations and requirements and has been on-call throughout the year to answer questions as they arise. As renting affordable units to income qualified tenants requires very different paperwork and oversight than leasing Market Rate units, AHC spends significant time educating property management staff. Interactions take place through in person meetings, WebEx meetings, calls, and emails. Affordable Housing Compliance Report Report to the HRA on 2022 Review Primary Purpose of Policy To provide housing in Edina that is affordable to low- and moderate- income households EdinaMN.gov 2 •To CONFIRM and VERIFY that developments that were to have affordable housing units have them and these units are serving the intended tenants. •Adherence to the Affordable Housing Policy. Primary Purpose of Compliance EdinaMN.gov 3 Affordable Housing Connections (AHC) was retained as a third party consultant to undertake the compliance reviews. •Met initially with Property Managers in 2019 to review compliance requirements. •Has been meeting with Property Mangers through the years due to staff changes and tenant turn-over to explain all required paperwork. •Was available throughout the year to answer questions via email and phone. •Review s all tenant files to for income eligibility and verify rents. •Consults regularly with City Staff on program nuances and reports back on findings. Role of AHC EdinaMN.gov 4 1.Income Eligible Tenants Income includes wages, entitlement benefits, asset earnings, etc. Two Areas For Compliance EdinaMN.gov 5 Affordability Requirement Income Limits 50% Area Median Income 1 person – $43,500 2 people - $49,700 3 people - $55,900 60% Area Median Income 1 person – $52,200 2 people - $59,240 3 people - $67,080 2.Affordable Rents Rent Limits include: Rent + Utilities + Mandatory expenses (i.e. Parking) Two Areas for Compliance EdinaMN.gov 6 Affordability Requirement Rent Limits 50% Area Median Income Studio – $1,087 1 Bedroom – $1,165 2 Bedroom - $1,397 60% Area Median Income Studio – $1,305 1 Bedroom – $1,398 2 Bedroom - $1,677 Development Agreement Income Compliant Rent Compliant Aria Development Agreement. Rent and income somewhat defined. New tenants - yes No. Rent plus utilities greater than cap allowed. Aurora Resolution. Income and rent not defined.Yes – Tenants in affordable units qualify for EW. Yes – Provided affidavit Avidor Development Agreement. Rent and income defined. Yes Yes Millenium at Southdale Development Agreement and Declaration of Restrictive Covenants. Rent and Income defined. Yes Yes Nolan Mains Development Agreement. Rent and income defined. Yes Yes The Lorient Development Agreement. Rent and Income defined. Yes Yes Results EdinaMN.gov 7 •Staff and AHC firmly believe that all owners and property managers have every intention of complying. With management turn-over, it’s been a challenge. •Early agreements were not prescriptive. Agreements have become increasingly defined and prescription over time. •The Policy Guide explains how to verify income and what to include in rent. Although this guide was provided to everyone, four developments were approved prior to the guide. Conclusion EdinaMN.gov 8 Date: November 16, 2023 Agenda Item #: VI I.B. 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:F orgivable Loan Agreement with Buhl 3906, 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 the forgivable loan agreement with 3906 B uhl, L L C and authorize staff to implement the terms of the agreement. I N TR O D U C TI O N: T his item pertains to public financial participation for the building owner to renovate a vacant commercial space at 3916 West 50th Street (lower level). A substantial investment is necessary to provide an accessible elevator or lift so that the general public can access the lower level of the building. T he attorneys at Dorsey & W hitney prepared a L oan Agreement to allow E dina's S PAR C fund to reimburse the property owner for up to $225,000 in qualified costs. If the terms of the agreement are satisfied, the loan will be forgiven. S taff recommends approval of this Agreement and seeks authorization to implement the terms of the Agreement. AT TAC HME N T S: Description Staff pres entation Forgivable Loan Agreement - 3906 Buhl, LLC Forgivable Loan Agreement with Buhl 3906, LLC (for Renovation of 3916 W. 50 th Street) Presentation to: Edina HRA Board November 16, 2023 Housing & Redevelopment Authority Overview •Experienced local developer planning a $1.1 M investment in Edina •Project will create new jobs, enable new business and increase tax base •Project has financial gap •Edina’s SPARC program can provide funds to address this situation •City/HRA attorney prepared Loan Agreement based on the Term Sheet presented to the HRA on October 26th •Staff recommends that the Agreement be approved Housing & Redevelopment Authority The Site Housing & Redevelopment Authority Nolan Mains US Bank Lunds & Byerlys D’Amico Edina Theatre 3916 W. 50th Street Edina Grill Pajarito W. 50 th Street France Avenue Existing Conditions Housing & Redevelopment Authority 50th Street Exit Door Main Entrance near Nolan Mains Plaza Existing Conditions Housing & Redevelopment Authority Lower level –looking south toward 50th Street The Project Housing & Redevelopment Authority The Project Housing & Redevelopment Authority 50th Street The Problem •Lack of ADA accessibility to lower level •High cost of ADA lifts and facilities in old building •Costs deter successful business operations •$225k financial gap Housing & Redevelopment Authority HRA Objectives and SPARC Outcomes •Support new businesses and investment in Edina •Increase the property tax base •Create permanent jobs and construction jobs •If possible, deliver other benefits to the general public Housing & Redevelopment Authority About SPARC: Edina established the SPARC program in 2021. This program uses unallocated TIF monies to assist businesses who are reconstructing commercial and industrial sites and deliver new jobs, stabilized tax base and other public benefits Summary of Agreement Housing & Redevelopment Authority •Project Cost: approx. $1,100,000 •Loan Amount: approx. $225,000 •Timing of Project: 2024-25 •Disbursement of Funds: paid after evidence of eligible expenses •Eligible Expenses: labor and material costs related to improving ADA access to the main level and lower level of the building, including elevators, lifts, bathrooms, entrance doorways, etc. Also exterior improvements for energy efficiency, security and interior ventilation •In-eligible Expenses: soft costs, furnishings, operational expenses, start-up costs •Conditions of Forgiveness: complete project, secure tenant, continue operations until 11/30/2025 •Other Conditions: provide exterior water spigot, coordinate seasonal outdoor music in the public plaza •Business Subsidy: This loan satisfies an exception in MN Law and is NOT considered a “Business Subsidy” •Misc. Expenses: up to $150k may also be used by the HRA for improvements to the adjacent sidewalks and public areas, if necessary Administering the Loan Step 1 – Owner Responsibilities •Execute HRA Loan Agreement •Execute lease •Secure private funding •Construct the project Step 2 – Certifying Completion •HRA reviews eligible costs •HRA reviews lien waivers •HRA confirms occupancy Housing & Redevelopment Authority Step 3 – HRA Issues Funds •HRA provides reimbursement after completion Step 4 – Loan Satisfaction •Loan is forgiven or repaid based on future outcomes Staff recommends that the HRA Board approve the Loan Agreement. Questions? Housing & Redevelopment Authority EXECUTION 4870-8467-8284\5 LOAN AGREEMENT Between EDINA HOUSING AND REDEVELOPMENT AUTHORITY And BUHL 3906, LLC for the 3916 WEST 50TH STREET COMMERCIAL RENOVATION AND RE-OCCUPANCY PROJECT ________________________ Dated as of November 16, 2023 ________________________ This Document Was Drafted By: DORSEY & WHITNEY LLP (GIT) Suite 1500 50 South Sixth Street Minneapolis, Minnesota 55402 i 4870-8467-8284\5 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ............................................................................................................1 1.01. Definitions................................................................................................................1 ARTICLE 2 REPRESENTATIONS AND WARRANTIES ...........................................................3 2.01. HRA Representations...............................................................................................3 2.02. Borrower Representations ........................................................................................3 2.03. Use of Property ........................................................................................................4 2.04. Damage or Destruction ............................................................................................4 ARTICLE 3 THE PROJECT ...........................................................................................................4 3.01. Timing; Scope of Work and Renovation Plans........................................................4 3.02. Certificate of Completion ........................................................................................5 3.03. Forgiveness; Certificate of Forgiveness...................................................................6 3.04. Progress Reports ......................................................................................................7 3.05. Access to Property ...................................................................................................7 3.06. Modification; Subordination ....................................................................................7 ARTICLE 4 DEFENSE OF CLAIMS; INSURANCE ....................................................................7 4.01. Defense of Claims ....................................................................................................7 4.02. Insurance ..................................................................................................................8 ARTICLE 5 LOAN FOR PARTIAL REIMBURSEMENT OF EXPENSES .................................8 5.01. Development Costs ..................................................................................................8 5.02. Loan for Qualified Costs. .........................................................................................9 5.03. Disbursement Request. ............................................................................................9 5.04. Satisfaction of Conditions Precedent .....................................................................10 5.05. Reserved .................................................................................................................10 5.06. Additional Conditions ............................................................................................10 5.07. Notice of Default....................................................................................................11 5.08 Legal and Administrative Expenses.......................................................................11 ARTICLE 6 PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER ..........................11 6.01. Transfer of Property and Assignment ....................................................................11 6.02. Termination of Limitations on Transfer ................................................................12 ARTICLE 7 EVENT OF DEFAULT; FEES .................................................................................12 7.01. Events of Default ...................................................................................................12 Draft ii 4870-8467-8284\5 7.02. Remedies on Default ..............................................................................................12 7.03. No Remedy Exclusive............................................................................................13 7.04. Waivers ..................................................................................................................13 7.05. Agreement to Pay Attorneys’ Fees ........................................................................13 ARTICLE 8 GENERAL PROVISIONS .......................................................................................14 8.01. Conflicts of Interest; HRA Representatives Not Individually Liable ....................14 8.02. Equal Employment Opportunity; Minnesota Wage Theft Protection Act .............14 8.03. Restrictions on Use ................................................................................................14 8.04. Titles of Articles and Sections ...............................................................................14 8.05. Business Subsidies Act ..........................................................................................14 8.06. Term of Agreement ................................................................................................15 8.07. Provisions Surviving Termination .........................................................................15 ARTICLE 9 ADMINISTRATIVE PROVISIONS ........................................................................15 9.01. Notices and Demands ............................................................................................15 9.02. Counterparts ...........................................................................................................15 9.03. Binding Effect ........................................................................................................15 9.04. Severability ............................................................................................................15 9.05. Amendments, Changes and Modifications ............................................................16 9.06. Further Assurances and Corrective Instruments ....................................................16 9.07. Captions .................................................................................................................16 9.08. Applicable Law ......................................................................................................16 9.09. Entire Agreement ...................................................................................................16 EXHIBIT A PROPERTY EXHIBIT B PROJECT DESCRIPTION; QUALIFIED COSTS EXHIBIT C CERTIFICATE OF COMPLETION EXHIBIT D CERTIFICATE OF FORGIVENESS EXHIBIT E FORM OF FORGIVABLE NOTE 4870-8467-8284\5 LOAN AGREEMENT THIS Loan Agreement (this “Agreement”), made and entered into as of November 16, 2023, between the Edina Housing and Redevelopment Authority, a political subdivision of the State of Minnesota (the “HRA”), and Buhl 3906, LLC, a Minnesota limited liability company (the “Borrower”). WITNESSETH: WHEREAS, 3916 West 50th Street (the “Facility”) is single story commercial building owned by the Borrower that includes approximately 15,000 square-feet of leasable space on the street level as well as an additional level of potentially leasable space on the lower level; and WHEREAS, most of the Facility is currently leased to retail and restaurant tenants, but a single two-level space remains vacant, and the productive use of that space is hindered by the lack of handicapped access to the lower level; and WHEREAS, the Borrower is pursuing a new restaurant tenant (the “Tenant”) whose restaurant features live music to compliment the food and beverage, and the Borrower estimates that the cost to modernize and enhance the space (the “Project”) for Tenant is about $1.1 million; and WHEREAS, the Borrower represents that without financial participation by the HRA the Borrower’s efforts to revitalize and reoccupy the vacant space for an evening destination use will not be possible; and WHEREAS, the HRA has the ability to provide one-time financial support with SPARC funds for permanent improvements so that a new business can locate in the City, which SPARC funds will create new jobs, increase the tax base and establish a destination for residents and other customers; and WHEREAS, on October 26, 2023, the HRA approved a Business Term Sheet for Re- Occupancy of Lower Level for the Project that was agreed to by the Borrower (the “Term Sheet”); and WHEREAS, the HRA believes the Project is in the best interests of the City of Edina (the “City”) and desires to assist in providing financial support for the Project; and WHEREAS, pursuant to the temporary authority for use of increment granted by Minnesota Statutes, Section 469.176, subdivision 4n (the “Act”), on October 28, 2021 the HRA adopted, and on November 16, 2021, the City approved a written spending plan for unobligated tax increment monies for the Southdale 2 TIF District, Pentagon Park TIF District, and 70th and Cahill TIF District (the “Spending Plan”); and WHEREAS, pursuant to the Act, the HRA will, pursuant to the terms set forth in the Term Sheet and herein, provide a loan of unobligated tax increment revenue to the Borrower to assist in financing the Project; and 2 4870-8467-8284\5 NOW, THEREFORE, in consideration of the foregoing premises and the mutual obligations set forth in this Agreement, the parties hereto hereby agree as follows: 1 4870-8467-8284\5 ARTICLE 1 Definitions 1.01. Definitions. In this Agreement, unless a different meaning clearly appears from the context: “Act” means Minnesota Statutes, Section 469.176, subdivision 4n. “Agreement” means this Agreement, as the same may be from time to time modified, amended or supplemented. “Borrower” means Buhl 3906, LLC, a Minnesota limited liability company. “Business Subsidies Act” means M.S., Sections 116J.993 through 116J.995. “Certificate of Completion” means a certification in the form attached hereto as Exhibit C, to be provided to the Borrower pursuant to this Agreement. “Certificate of Forgiveness” means a certification in either of the forms attached hereto in Exhibit D-1 or Exhibit D-2, to be provided to the Borrower pursuant to this Agreement, representing either full or partial forgiveness of the Loan. “City” means the City of Edina, Minnesota. “County” means the Hennepin County, Minnesota. “Default Notice” means written notice from the HRA to the Borrower setting forth the Event of Default and the action required to remedy the same. “Disbursement Request” has the definition given it in Section 5.03 herein. “Event of Default” means any of the events set forth in Section 7.01 hereof. “Facility” means the privately owned building located at 3916 West 50th Street in the City. “HRA” means the Edina Housing and Redevelopment Authority. “HRA Improvements” has the definition given it in Section 3.01(c) herein. “HRA Improvement Delay” has the definition given it in Section 3.02(b) herein. “Indemnified Parties” shall have the meaning set forth in Section 4.01 herein. “Lease” means the lease agreement between the Borrower and the Tenant. “Legal and Administrative Expenses” means the fees and expenses incurred by the HRA in connection with review and analysis of the development proposed under this Agreement and 2 4870-8467-8284\5 the preparation of this Agreement including, but not limited to, attorney and municipal advisor fees and expenses. “Loan” means the loan, in the principal amount not to exceed $225,000, from the HRA to the Borrower, to be evidenced by the Note. “M.S.” means Minnesota Statutes. “Note” means the Note (3916 West 50th Street Commercial Renovation and Re- Occupancy Project), evidencing the Loan, to be executed by the Borrower and delivered to the HRA, the form of which is attached hereto as Exhibit E. “Project” means the renovation of the lower level of the Facility including the street level entrance and exit lobbies, as described in greater detail in Exhibit B to this Agreement. “Property” means real property located at 3916 West 50th Street in the City aka Parcel Identification No. 18-028-24-14-0022 and as legally described in Exhibit A. “Qualified Costs” means costs incurred by Borrower in connection with the Project, which are shown on Exhibit B to this Agreement. “Renovation Plans” means the plans, specifications, drawings and related documents for the renovation work to be performed by the Borrower on the Property. “Scope of Work” has the definition given it in Section 3.01(b) herein. “Section” means a Section of this Agreement, unless used in reference to M.S. “Spending Plan” means the written spending plan for unobligated tax increment monies for the Southdale 2 TIF District, Pentagon Park TIF District, and 70th and Cahill TIF District adopted by the HRA on October 28, 2021, and approved by the City on November 16, 2021. “State” means the State of Minnesota. “Tenant” means the new restaurant tenant of the lower level of the Facility and portions of the street level of the Facility. “Termination Date” means the earlier of (i) the date a Certificate of Forgiveness is provided to the Borrower from the HRA, or (ii) the date this Agreement is terminated or rescinded in accordance with its terms. “Unavoidable Delay” means a failure or delay in a party’s performance of its obligations under this Agreement, or during any cure period specified in this Agreement which does not entail the mere payment of money, not within the party’s reasonable control, including but not limited to acts of God, governmental agencies, the other party, strikes, labor disputes (except disputes which could be resolved by using union labor), fire or other casualty, lack of materials, or declarations of any state, federal or local government, pandemics, epidemics (including the COVID -19 virus); provided that within ten (10) days after a party impaired by the delay has actual (as opposed to 3 4870-8467-8284\5 constructive) knowledge of the delay it shall give the other party notice of the delay and the estimated length of the delay, and shall give the other party notice of the actual length of the delay within ten (10) days after the cause of the delay has ceased to exist. The parties shall pursue with reasonable diligence the avoidance and removal of any such delay. Unavoidable Delay shall not extend performance of any obligation unless the notices required in this definition are given as herein required. ARTICLE 2 Representations and Warranties 2.01. HRA Representations. The HRA makes the following representations to the Borrower: (a) The HRA has the power under State law to enter into this Agreement and carry out its obligations hereunder. (b) After each payment by the Borrower on any unforgiven portion of the Note, the HRA will provide Borrower with a statement showing the remaining amounts of unpaid interest, if any, and principal. 2.02. Borrower Representations. The Borrower represents and warrants that: (a) Borrower is a limited liability company under the laws of the State of Minnesota and has power to enter into this Agreement and has duly authorized, by all necessary corporate action, the execution and delivery of this Agreement. (b) Borrower will, subject to and as required by Agreement, complete or cause to be completed the Project in accordance with the terms of this Agreement, and all applicable local, state and federal laws and regulations. (c) At such time or times as may be required by law, the Borrower will comply, or cause compliance with, all local, state and federal environmental laws and regulations applicable to the Project, and will obtain or cause to be obtained any and all necessary environmental reviews, licenses and clearances. The Borrower has received no written notice from any local, state or federal official that the activities of the Borrower or the HRA with respect to the Property may be or will be in violation of any environmental law or regulation. The Borrower has no actual knowledge of any facts the existence of which would cause it to be in violation of any local, state or federal environmental law, regulation or review procedure with respect to the Property. (d) Neither the execution or delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented by, limited by, conflicts with, or results in a breach of, any restriction, agreement or instrument to which the Borrower is now a party or by which the Borrower is bound. 4 4870-8467-8284\5 (e) The Borrower has no actual knowledge that any member of the Board of the HRA, or any other officer of the HRA or the City has any direct or indirect financial interest in the Borrower, the Property, or the Project. (f) The Borrower will use commercially reasonable efforts to obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all local, state and federal laws and regulations which must be obtained or met in connection with the Project. Without limitation to the foregoing, the Borrower will request and seek to obtain from the City all necessary variances, conditional use permits and zoning changes related to the Project. (g) The Borrower would not undertake the Project without the financial assistance to be provided by the HRA pursuant to this Agreement. (h) Apart from the assistance to be provided under this Agreement, the Borrower shall pay all standard charges and fees due with respect to real estate developments and allocable to the Property under City ordinances and the City Code, including but not limited to special assessments for local improvements, maintenance district assessments, commercial waste hauling charges, sewer and water use charges, building permit fees, plat fees, inspection fees, storm water fees and the like charged against the Property. 2.03. Use of Property. The Borrower’s use of the Property shall be subject to and in compliance with all of the conditions, covenants, restrictions and limitations imposed by this Agreement, and all applicable laws, ordinances and regulations. The Borrower hereby represents and warrants that to its knowledge there is no existing event or circumstance that would hinder the Project as contemplated by this Agreement. 2.04. Damage or Destruction. Upon any damage or destruction of the Facility, or any portion thereof, by fire or other casualty, during the term of the Lease and before the Termination Date, should the Owner decide to commence or cause to be commenced the process required to repair, reconstruct and restore the damaged or destroyed Facility, or portion thereof, the Borrower shall use commercially reasonable efforts to retain the Tenant in the Facility subject to rights and obligations set forth in the Lease. If, upon such damage or destruction of the Facility, Borrower decides not to retain the Tenant in the Facility, and vacates the Facility prior to delivery of a Certificate of Completion, the HRA shall not be required to provide the Loan contemplated herein. ARTICLE 3 The Project 3.01. Timing; Scope of Work and Renovation Plans. At the HRA’s request, the Borrower shall make Renovation Plans for the Project and the Tenant Lease available to the HRA for review. (a) Subject to Unavoidable Delay and/or an HRA Improvement Delay, Borrower shall cause the Project to begin by August 31, 2024 and be substantially completed in accordance with the terms of the Scope of Work and this Agreement by June 30, 2025. 5 4870-8467-8284\5 (b) All work with respect to the Project shall be in substantial conformity with the Scope of Work, which includes all interior and exterior work to remodel and reconstruct the vacant commercial space to accommodate a new restaurant that features food, beverages in a setting with music or similar entertainment (the “Scope of Work”). (c) In addition to the Borrower’s Scope of Work, the HRA, at its sole discretion, shall cause improvements to be made to the sidewalk areas on or immediately adjacent to the Property to allow for proper circulation, exiting and wayfinding to the Property and through the business district (the “HRA Improvements”). The scope of the HRA Improvements may, but are not required to include: sidewalk replacement, including curb and utilities, landscaping, streetscaping, lighting and wayfinding directory. The total cost of the HRA Improvements, including design and construction, shall not exceed $150,000. For the avoidance of doubt, the Borrower has no obligations with respect to the construction, management, or completion of the HRA Improvements and the cost of the HRA Improvements shall not be the responsibility of the Borrower. Moreover, in accordance with the Term Sheet, the HRA Improvements shall not be assessed to the 50th & France Maintenance Assessment District. (d) The Borrower shall not interfere with, or construct any improvements over, any public street or utility easement without the prior written approval of the HRA. All connections to public utility lines and facilities shall be subject to approval of the HRA (in accordance with City code) and any applicable private utility provider. Except for public improvements undertaken by the HRA (including the HRA Improvements) or another governmental body and assessed against benefited properties, all street and utility installations, relocations, alterations and restorations shall be at the Borrower’s expense and without expense to the HRA. The Borrower, at its own expense, shall replace any public facilities or utilities damaged during the Project by the Borrower or its agents or by others acting on behalf of or under the direction or control of the Borrower. 3.02. Certificate of Completion. (a) Upon the Borrower’s request and following the HRA’s certification that the Project is completed to the reasonable satisfaction of the HRA, the HRA will furnish the Borrower with a Certificate of Completion for the Project, in substantially the form attached hereto as Exhibit C, as conclusive evidence of satisfaction and termination of the agreements and covenants of this Agreement with respect to the obligations of the Borrower to complete the Project. The furnishing by the HRA of such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Borrower or Owner to any Mortgagee. Such Certificate of Completion shall not serve as conclusive evidence of satisfaction and termination of the Loan. (b) The following conditions are also required prior to the HRA furnishing a Certificate of Completion to Borrower:  Borrower must receive a Certificate of Occupancy or equivalent documentation from the Edina Building Department that attests that the space is approved for occupancy, provided, however, in the 6 4870-8467-8284\5 event that a Certificate of Occupancy cannot or is not issued due to a delay in the completion of the HRA Improvements (an “HRA Improvement Delay”) then the foregoing condition shall be waived by the HRA;  The Borrower must execute a five (5) year minimum Lease with Tenant that addresses the conditions identified in Section 5.06;  Borrower has provided to the HRA paid invoices, lien waivers or equivalent documents to confirm that all Qualified Costs reimbursed with the Loan funds have been paid; and  Borrower must not be in violation of any applicable wage theft laws. (c) If the HRA shall refuse or fail to provide a Certificate of Completion following the Borrower’s request, the HRA shall, within ten (10) days after the Borrower’s request, provide the Borrower with a written statement specifying in what respects the Borrower has failed to complete the Project in accordance with this Agreement, or is otherwise in default, and what measures or acts will be necessary, in the reasonable opinion of the HRA, for the Borrower to obtain the Certificate of Completion. 3.03. Forgiveness; Certificate of Forgiveness. (a) The HRA will forgive the Loan after the Project is complete AND after the Tenant has occupied the space and begun operations. (i) If the Tenant begins operations on the lower level of the Facility and remains in operation on the lower level of the Facility through November 30, 2025, the HRA shall forgive the Loan in full. (ii) If the Tenant begins operations on the lower level of the Facility but ceases operations prior to November 30, 2025, the HRA is only required to forgive 50% of the Loan. (iii) If the Tenant fails to begin operations on the lower level of the Facility by November 30, 2025, the Borrower is required to repay to the HRA the Loan in full. (b) Upon the Borrower’s request and following November 30, 2025, the HRA will furnish the Borrower with either: (i) a Full Certificate of Forgiveness for the Loan, in substantially the form attached hereto in Exhibit D-1, if the Tenant begins operations on the lower level of the Facility and remains in operation on the lower level of the Facility on November 30, 2025; or (ii) a Partial Certificate of Forgiveness for the Loan, in substantially the form attached hereto in Exhibit D-2, if the Tenant begins operations 7 4870-8467-8284\5 on the lower level of the Facility but ceases operations prior to November 30, 2025. (c) If the HRA shall refuse or fail to provide a Certificate of Forgiveness following the Borrower’s request, the HRA shall, within ten (10) days after the Borrower’s request, provide the Borrower with a written statement specifying in what respects the Borrower has failed to comply with the Agreement, the Loan, or is otherwise in default, and what measures or acts will be necessary, in the reasonable opinion of the HRA, for the Borrower to obtain the Certificate of Forgiveness. 3.04. Progress Reports. Until the Certificate of Completion is issued for the Project, the Borrower shall make, in such detail as may reasonably be required by the HRA, and forward to the HRA, upon demand by the HRA (provided such demand shall not be made more frequently than monthly in the absence of an Event of Default hereunder), a written report as to the actual progress of the Project. 3.05. Access to Property. The Borrower agrees to permit the HRA and any of its officers, employees or agents access to the Property at all reasonable times for the purpose of inspection of all work being performed in connection with the Project; provided, however, that the HRA shall not have an obligation to inspect such work. 3.06. Modification; Subordination. The HRA agrees to subordinate its rights under this Agreement to the Lease. ARTICLE 4 Defense of Claims; Insurance 4.01. Defense of Claims. (a) The Borrower shall indemnify and hold harmless the HRA, its governing body members, officers, and agents including the independent contractors, consultants, and legal counsel, servants and employees thereof (hereinafter, for the purposes of this Section, collectively the “Indemnified Parties”) for any ex penses (including reasonable attorneys’ fees), loss (excluding consequential, special or punitive damages except to the extent payable to third parties by any Indemnified Parties), damage to property, or death of any person occurring at or about, or resulting from any defect in, the Project; provided, however, the Borrower shall not be required to indemnify any Indemnified Party for any claims or proceedings arising from any negligent, intentional misconduct, or unlawful acts or omissions of such Indemnified Party, or from expenses, damages or losses that are eligible to be reimbursed by insurance. Promptly after receipt by the HRA of notice of the commencement of any action in respect of which indemnity may be sought against the Borrower under this Section 4.01, such person will notify the Borrower in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Borrower shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the HRA) and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Borrower. The HRA shall have the right to employ separate counsel in any 8 4870-8467-8284\5 such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Borrower unless the employment of such counsel has been specifically authorized by the Borrower. Notwithstanding the foregoing, if the HRA has been advised by independent counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the Borrower, the Borrower shall not be entitled to assume the defense of such action on behalf of the HRA, but the Borrower shall be responsible for the reasonable fees, costs and expenses (including the employment of counsel) of the HRA in conducting their defense. The Borrower shall not be liable to indemnify any person for any settlement of any such action effected without the Borrower’s consent. The omission to notify the Borrower as herein provided will not relieve the Borrower from any liability which it may have to any Indemnified Party pursuant hereto, otherwise than under this Section. (b) The Borrower agrees to protect and defend the Indemnified Parties, and further agrees to hold the aforesaid harmless, from any claim, demand, suit, action or other proceeding whatsoever by any person or entity arising or purportedly arising from the actions or inactions of the Borrower (or other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project; provided that this indemnification shall not apply to the warranties made or obligations undertaken by the HRA in this Agreement or to any actions undertaken by the HRA which are not contemplated by this Agreement but shall, in any event, apply to an y pecuniary loss (excluding consequential, special or punitive damages except to the extent payable to third parties by any of the Indemnified Parties) or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the HRA at a rate equal to the prime rate) as a result of the Project, as constructed and operated by the Borrower, or to violate limitations as to the use of the revenues therefrom as set forth in the Act. (c) All covenants, stipulations, promises, agreements and obligations of the HRA contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the HRA and not of any governing body member, officer, agent, servant or employee of the HRA, as the case may be. 4.02. Insurance. The Borrower will, at its expense, carry such type and amount of insurance concerning the contents of the Facility as is required under the Lease. ARTICLE 5 Loan for Partial Reimbursement of Expenses 5.01. Development CostsThe Borrower has agreed to and shall be responsible to pay or cause to be paid all of its respective costs of the Project, as herein provided. However, the HRA, in order to encourage the Borrower to proceed with the Project, and to assist the Borrower in 9 4870-8467-8284\5 paying the costs thereof, is willing to provide the Loan for partial reimbursement of Qualified Costs, as permitted by the Act, that the Borrower has incurred for the Project. 5.02. Loan for Qualified Costs. The HRA agrees to loan the Borrower unobligated incremental property taxes for the Borrower to reimburse Qualified Costs the Borrower has incurred for Project. The HRA shall loan such funds to the Borrower upon satisfaction of the conditions precedent set forth in Section 5.04 below. Such Loan shall be evidenced by the Note, with said payments of principal and interest to be made by the Borrower on the dates (the “Payment Dates”) specified in the Note, subject to the following terms and conditions: Within 15 business days of approval of the Disbursement Request by the HRA as set forth in Section 5.03 below, the HRA shall provide the Loan to the Borrower via check or wire transfer. (a) The total principal amount of the Loan will be two hundred twenty-five thousand dollars ($225,000). (b) Any unforgiven principal of the Loan shall bear simple non-compounding interest from November 30, 2025, at four percent (4.00%) per annum. Interest shall be computed on the basis of a 360 day year consisting of twelve (12) 30-day months. (c) The Loan shall not be made by the HRA to the Borrower unless and until the Borrower has provided written evidence reasonably satisfactory to the HRA that (i) Qualified Costs in the amount to be reimbursed have been incurred for the Project and paid by the Borrower as demonstrated by paid invoices and lien waivers and (ii) the conditions precedent set forth in Section 5.04 below have been satisfied. (d) The HRA shall not be obligated to provide the Loan to the Borrower subsequent to the termination of this Agreement as provided in Section 8.06 hereof. (e) The Borrower may assign its rights under this Agreement to secure financing incurred by the Borrower to pay costs of the Project, or, after a Certificate of Completion has been issued by the HRA, to third parties. 5.03. Disbursement Request. Upon payment by the Borrower of Qualified Costs for the Project, the Borrower will deliver to the HRA (a) an instrument executed by the Borrower (i) specifying the amount and nature of the Qualified Costs of the Project to be reimbursed and (ii) certifying that such costs have been paid to third parties unrelated to the Borrower, or if any costs have been paid to third parties related to the Borrower, that such costs do not exceed the reasonable and customary costs of services, labor or materials of comparable quality, dependability, availability and other pertinent criteria and that such costs have not previously been contained in an instrument furnished to the Borrower pursuant to this Section 5.03; and (b) evidence reasonably satisfactory to the HRA of the payment by the Borrower of such costs (collectively, the “Disbursement Request”). Within ten (10) days after the Borrower’s submission of the Disbursement Request to the HRA, the HRA shall either approve the Disbursement Request or provide the Borrower with a written statement specifying what additional information the HRA needs with respect to the Disbursement Request. 10 4870-8467-8284\5 Thereafter, the HRA will provide to the Borrower the full amount of the Loan as provided in Section 5.02 above and subject to the conditions precedent in Section 5.04 below. 5.04. Satisfaction of Conditions Precedent. Notwithstanding anything to the contrary contained herein, the HRA’s obligation to reimburse the Borrower for Qualified Costs shall be subject to satisfaction, or waiver in writing by the HRA, of all of the following conditions precedent: (a) the conditions precedent in Section 5.03 hereof have been satisfied; (b) the Borrower shall not be in default under the terms of this Agreement beyond any applicable cure period; In the event that all of the above conditions required to be satisfied as provided in this Section 5.04 have not been satisfied by June 30, 2025 (subject to Unavoidable Delay), either the HRA or the Borrower may terminate this Agreement if such conditions are not satisfied within thirty (30) days following notice to the non-terminating party by the terminating party. Upon such termination, the provisions of this Agreement relating to the Project shall terminate and, except as provided in Article 8, neither the Borrower nor the HRA shall have any further liability or obligation to the other hereunder. 5.05. Reserved. 5.06. Additional Conditions. The following are additional conditions the Borrower must abide by for the term of this Agreement. Failure to abide by these conditions, without a written consent or waiver from the HRA, shall constitute an Event of Default under Section 7.01: (a) The lease executed by the Borrower and Tenant shall include the following conditions: (i) Five (5) year minimum term with renewal option; (ii) Borrower and/or Tenant shall be a member of the 50th & France Business & Professional Association or successor entity. (iii)The Borrower and/or Tenant shall coordinate seasonal outdoor music in the adjacent public plaza in cooperation with the City and the 50th & France Business Association. (iv) The Tenant shall participate in shared commercial recycling and composting programs. (b) The Borrower shall cooperate with the City, School District and Twin-City- based nonprofits to allow use of the space during non-traditional business hours for meetings and similar small-scale events not intended to generate revenue. Terms for such activities presume that use of the facilities will be provided to eligible groups at minimal cost to cover the Tenant’s operational costs of hosting the group. All such events are to be scheduled at mutually agreeable times and the use rates may depend on the date and time 11 4870-8467-8284\5 of the event. This provision is not intended to infringe on the Tenant’s ability to lease the space and provide food and beverage service for public or private events that are intended to serve as a fundraiser or other revenue generating event. (c) All brick-and-mortar improvements funded with the Loan (elevator/lift, accessible bathrooms, ventilation systems, exterior enclosures, etc.) must stay with the building throughout the term of the initial lease unless the Borrower receives written consent from the HRA Executive Director that it is acceptable to remove or demolish such improvements. 5.07. Notice of Default. Whenever the HRA shall deliver any notice or demand to the Borrower with respect to any breach or default by the Borrower in its obligations or covenants under this Agreement, the HRA shall at the same time forward a copy of such notice or demand to each investor, lender, or holder of any permitted mortgage, lien or other similar encumbrance at the last address of such holder shown in the records of the HRA. Each such investor, lender, or holder shall have the right, at its option, to cure or remedy such breach or default and to add the cost thereof to the mortgage debt and the lien of its mortgage; provided that if the breach or default is with respect to construction of the Project, nothing contained in this Agreement shall be deemed to permit or authorize such holder, either before or after foreclosure or action in lieu thereof, to undertake or continue the construction or completion of the Project without first having expressly assumed the obligation to the HRA, by written agreement satisfactory to the HRA, to complete the construction of the Project in accordance with the plans and specifications therefor and this Agreement. Any such holder who shall properly complete the construction of the Project shall be entitled, upon written request made to the HRA, to a certification by the HRA to such effect in the manner provided in Section 3.02. 5.08 Legal and Administrative Expenses. The HRA agrees to pay all Legal and Administrative Expenses that are incurred in connection with the negotiation, approval and documentation of this Agreement. The Borrower agrees to pay all legal and administrative expenses of any amendments to this Agreement. ARTICLE 6 Prohibitions Against Assignment and Transfer 6.01. Transfer of Property and Assignment. Borrower will not assign its interest in the Lease to any third party without the prior consent of the City, such consent not to be unreasonably withheld, conditioned, or delayed. Provided that no Event of Default exists hereunder, any such approved assignment shall release the Borrower from its obligations hereunder upon execution and delivery to the HRA by the transferee or assignee of an instrument in form and substance satisfactory to the HRA by which the assignee assumes the obligations of the Borrower hereunder. Except as set forth in the immediately preceding paragraph, in the absence of specific written agreement by the HRA to the contrary, no approval of any assignment by the HRA thereof with respect to any assignment shall be deemed to relieve the Borrower, or any other party bound in any way by this Agreement or otherwise with respect to the completion of the Project, from any of their obligations with respect thereto. 12 4870-8467-8284\5 6.02. Termination of Limitations on Transfer. The provisions of Section 6.01 shall terminate at such time as the Certificate of Forgiveness has been issued by the HRA under Section 3.03 of this Agreement with respect to the Project; provided, however, that any assignment of the payments to be made to the Borrower under Section 5.02 may only be assigned as permitted under Section 5.02 hereof. ARTICLE 7 Event of Default; Fees 7.01. Events of Default. Subject to Unavoidable Delay, the following shall be “Events of Default” under this Agreement and the term “Event of Default” shall mean, whenever it is used in this Agreement (unless the context otherwise provides), any one or more of the following events which occurs and continues for more than thirty (30) days after written notice by the defaulting party of such default (and the term “default” shall mean any event which would with the passage of time or giving of notice, or both, be an “Event of Default” hereunder): (a) Failure of the Borrower to complete the Project as required hereunder. (b) Failure of the Borrower to execute a lease for the space by June 30, 2024. (c) Failure of the Borrower to pay to the HRA any amounts required to be paid by the Borrower hereunder. (d) Failure of the Borrower or the HRA to observe and perform any other material covenant, condition, obligation or agreement on its part to be observed or performed hereunder. (e) Filing of any voluntary petition in bankruptcy or similar proceedings by the Borrower; general assignment for the benefit of creditors made by the Borrower or admission in writing by the Borrower of inability to pay its debts generally as they become due; or filing of any involuntary petition in bankruptcy or similar proceedings against the Borrower which are not dismissed or stayed within sixty (60) days. (f) Failure of the Borrower to abide by the additional conditions set forth in Section 5.06. 7.02. Remedies on Default. In the event the HRA desires to exercise any of its rights or remedies as provided herein or otherwise available to the HRA at law or in equity, the HRA shall first provide written notice to Borrower setting forth with specific particularity the Event of Default and the action required to cure or remedy the same (the “Default Notice”). Borrower or any transferee or assignee under Section 6.01 hereof, shall have thirty (30) days from receipt of a Default Notice to cure or remedy the Event of Default specified in the Default Notice, or such longer period as may be reasonably required to complete the cure as soon as reasonably possible under the circumstances. If, following Borrower’s receipt of a Default Notice, Borrower does not cure or remedy the Event of Default therein specified within the time provided above, the HRA may take any one or more of the following actions at any time prior to Borrower’s curing or remedying the Event of Default: 13 4870-8467-8284\5 (a) Suspend its performance under this Agreement until it receives assurances from Borrower, deemed reasonably adequate by the HRA, that Borrower will cure its default and continue its performance under this Agreement. (b) In the case of a material default that is not cured within a reasonable period of time, terminate all rights of Borrower under this Agreement. (c) Withhold the Certificate of Completion. (d) Withhold the Certificate of Forgiveness. (e) Take whatever action at law or in equity may appear necessary or desirable to the HRA to enforce performance and observance of any obligation, agreement, or covenant of Borrower under this Agreement. In the event the HRA should fail to observe or perform any covenant, agreement or obligation of the HRA on their part to be observed and performed under this Agreement, Borrower may take any one or more of the following actions: (a) Suspend its performance under this Agreement until it receives assurances from the HRA deemed adequate by Borrower, that the HRA will cure its default and continue its performance under this Agreement. (b) In the case of a material default that is not cured within a reasonable period of time, terminate all rights of the HRA under this Agreement. (c) Take whatever action at law or in equity may appear necessary or desirable to Borrower to enforce performance and observance of any obligation, agreement, or covenant of the HRA under this Agreement. 7.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to the HRA, or to the Borrower is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the HRA, or Borrower to exercise any remedy reserved to them, it shall not be necessary to give notice, other than such notice as may be required under this Agreement. 7.04. Waivers. All waivers by any party to this Agreement shall be in writing. If any provision of this Agreement is 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. 7.05. Agreement to Pay Attorneys’ Fees. Whenever any Event of Default occurs and the HRA shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement or performance or observance of any obligation or agreement 14 4870-8467-8284\5 on the part of the Borrower herein contained, the Borrower agrees that it shall, on demand therefor, pay to the HRA the reasonable fees of such attorneys and such other expenses so incurred by the HRA. ARTICLE 8 General Provisions 8.01. Conflicts of Interest; HRA Representatives Not Individually Liable. No member, official, employee, or consultant or employee of a consultant of the HRA shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, consultant or the consultant’s employees or employee participate in any decision relating to this 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, consultant or consultant’s employee, or employee of the HRA shall be personally liable to Borrower, or any successor in interest, in the event of any default or breach by the HRA or for any amount which may become due to Borrower or successors or on any obligations under the terms of this Agreement. No member, official, consultant or consultant’s employee, or employee of the Borrower shall be personally liable to the HRA, or any successor in interest, in the event of any default or breach by the Borrower or for any amount which may become due to the HRA on any obligations under the terms of this Agreement. 8.02. Equal Employment Opportunity; Minnesota Wage Theft Protection Act. Borrower, for itself and its successors and assigns, agrees that during the construction of the Project it will comply with and cause any contractors or subcontractors to comply with any applicable federal, state and local affirmative action, equal employment, and nondiscrimination laws or regulations and all labor and wage laws, including all provisions related to Minnesota’s Wage Theft Protection Act. 8.03. Restrictions on Use. Borrower agrees for itself, and its successors and assigns, and every successor in interest to the Property, or any part thereof, that Borrower, and such successors and assigns, shall devote the Property to, and only to and in accordance with, the uses specified in this Agreement and other agreements entered into between the Borrower and the HRA, and shall not discriminate upon the basis of race, color, creed, religion, national origin, sex, marital status, disability, status with regard to public assistance, sexual orientation, or familial status in the sale, lease, or rental or in the use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof. 8.04. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. 8.05. Business Subsidies Act. The HRA and the Borrower represent that the Loan is being provided for the sole purpose of renovating old or decaying building stock or bringing it up to code and the Loan (not to exceed $225,000) and the HRA Improvements (not to exceed $150,000) to adjacent sidewalk areas is equal to or less than 50 percent of the total cost of the Project (estimated to be $1,100,000). Therefore, the Loan and Improvements are not a business 15 4870-8467-8284\5 subsidy, and the parties will not enter into a business subsidy agreement pursuant to the Business Subsidies Act. 8.06. Term of Agreement. This Agreement shall terminate on the Termination Date; it being expressly agreed and understood that the provisions of this Agreement are intended to survive the expiration and satisfaction of any security instruments placed of record contemporaneously with this Agreement, if such expiration and satisfaction occurs prior to Termination Date, as stated in this Section 8.06. 8.07. Provisions Surviving Termination. Sections 4.01 and 7.05 hereof shall survive any termination, rescission, or expiration of this Agreement with respect to or arising out of any event, occurrence, or circumstance existing prior to the date thereof. ARTICLE 9 Administrative Provisions 9.01. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under this Agreement by any party to another p arty shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally as follows: (a) in the case of Borrower, addressed to or delivered personally to: Buhl 3906, LLC c/o Buhl Investors 5100 Eden Avenue, Suite 317 Edina, MN 55436 Attention: Pete Deanovic (b) in the case of the HRA, addressed or delivered personally to: Edina Housing and Redevelopment Authority 4801 W 50th Street Edina, MN 55424 Attention: Scott Neal, Executive Director The HRA and the Borrower, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications should be sent. 9.02. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. 9.03. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the HRA and the Borrower and their respective successors and assigns. 9.04. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 16 4870-8467-8284\5 9.05. Amendments, Changes and Modifications. This Agreement may be amended or any of its terms modified only by written amendment authorized and executed by the HRA and the Borrower. The Chair and HRA Secretary are authorized to execute and deliver amendments and any documents related to this Agreement on behalf of the HRA. The Executive Director is authorized to approve time extensions due to documented Unavoidable Delays for up to 90 days. 9.06. Further Assurances and Corrective Instruments. The HRA and the Borrower agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property or the Project or for carrying out the expressed intention of this Agreement. 9.07. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope of intent of any provision or Section of this Agreement. 9.08. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without giving effect to the conflict -of-laws principles thereof. 9.09. Entire Agreement. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and supersedes all previous written or oral representations, agreements and understandings between the parties, whether expressed or implied. REMAINDER OF PAGE INTENTIONALLY BLANK S-1 4870-8467-8284\5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. EDINA HOUSING AND REDEVELOPMENT AUTHORITY By James B. Hovland, Chair And James Pierce, Secretary STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me on this ______ day of _____________ 2023, by James B. Hovland, the Chair, and James Pierce, the Secretary, of the Edina Housing and Redevelopment Authority, a Minnesota municipal corporation, on behalf of the corporation. IN WITNESS WHEREOF, I have set my hand and my official seal this ____ day of _____________, 2023. Notary Public S-2 4870-8467-8284\5 BUHL 3906, LLC, A MINNESOTA LIMITED LIABILITY COMPANY By: Peter Deanovic Its: Chief Executive Officer STATE OF __________ ) ) ss. COUNTY OF __________ ) The foregoing instrument was acknowledged before me on this ___ day of ___________, 2023, by Peter Deanovic, the Chief Executive Officer of Buhl 3906, LLC, a Minnesota limited liability company, on behalf of the company. IN WITNESS WHEREOF, I have set my hand and my official seal this ___ day of __________, 2023. Notary Public A-1 4870-8467-8284\5 EXHIBIT A PROPERTY The real property and interests in such property located in the County of Hennepin, State of Minnesota and described as follows: Common Address: 3916 West 50th Street Legal Description Lot 28 and the South 3 feet of Lot 29, and the East 1 foot of the South 133 feet of Lot 30, and that part of the West 65 feet of Lot 30 lying South of a line drawn parallel with and 119.90 feet North of the South line of said Lot 30, all in Auditor’s Subdivision No. 172, Hennepin County, Minnesota. Parcel ID Number 18-028-24-14-0022 B-1 4870-8467-8284\5 EXHIBIT B PROJECT DESCRIPTION; QUALIFIED COSTS Project Description The Project involves the renovation of the lower level of 3916 West 50th Street, including:  Improvements to the interior spaces and exterior entrances to address ADA and Minnesota Accessibility Code requirements for a commercial space; including permanent improvements such as: elevator or lift, accessible entrances, accessible route, accessible toilets  Improvements to the building enclosure to improve energy efficiency and noise control  Improvements to exterior shell of the building, such as security camera systems and exterior water spigot for use by District Maintenance crew  Improvements to the ventilation system Qualified Costs The estimated Qualified Costs are listed below that are eligible for reimbursement from the unobligated tax increment. The list below is non -exhaustive and the amounts assigned to each category are estimates only and not independent limitations of Borrower’s Qualified Costs. Improvements to interior spaces and exterior entrances to address ADA and Minnesota Accessibility Code requirements $_______ Improvements to building enclosure $_______ Ventilation system $_______ Other improvements including security cameras and water spigot(s) $_______ Estimated Total of Qualified Costs $_________* * Borrower’s Qualified Cost. The total principal amount of the Loan to reimburse the Borrower for Qualified Costs of the Project will not exceed $225,000. B-2 4870-8467-8284\5 Improvements by the HRA The improvements to public sidewalks adjacent and ancillary to the Facility to be completed and financed by the HRA are as follows:  Replacement of the sidewalk, landscaping and streetscape elements including directory and light fixtures as needed on the north and south sides of the Property at a cost not to exceed $150,000 including design and construction C-1 4870-8467-8284\5 EXHIBIT C CERTIFICATE OF COMPLETION WHEREAS, Buhl 3906, LLC, a Minnesota limited liability company, is the owner of the Facility on the property (the “Property”) in the County of Hennepin and State of Minnesota described on Exhibit A of that certain Loan Agreement (the “Agreement”), dated as of November 16, 2023, between the Borrower and the Edina Housing and Redevelopment Authority; and WHEREAS, the Property is subject to the provisions of the Agreement; and WHEREAS, the Borrower has fully and duly performed all of the covenants and conditions of Borrower under the Agreement with respect to the completion of the Project (as defined in the Agreement); NOW, THEREFORE, it is hereby certified that all requirements of the Borrower under the Agreement with respect to the completion of the Project have been completed and duly and ful ly performed, and this instrument is to be conclusive evidence of the satisfactory termination of the covenants and conditions of the Agreement as they relate to the completion of the Project. All other covenants and conditions of the Agreement, including the covenants and conditions related to the Loan, shall remain in effect and are not terminated hereby. Dated this ____ day of ____________, 202__. EDINA HOUSING AND REDEVELOPMENT AUTHORITY By Chair And Secretary D-1 4870-8467-8284\5 EXHIBIT D-1 CERTIFICATE OF FORGIVENESS FULL CERTIFICATE OF FORGIVENESS WHEREAS, Buhl 3906, LLC, a Minnesota limited liability company, is the owner of the Facility on the property (the “Property”) in the County of Hennepin and State of Minnesota described on Exhibit A of that certain Loan Agreement (the “Agreement”), dated as of November 16, 2023, between the Borrower and the Edina Housing and Redevelopment Authority (the “HRA”); and WHEREAS, pursuant the Agreement, the HRA provided a Loan to the Borrower evidenced by a certain Note (as such terms are defined in the Agreement) to finance certain improvements to the lower level of the Facility and other Qualified Costs (as such term is defined in the Agreement); and WHEREAS, the Borrower has fully and duly performed all of the covenants and conditions of Borrower under the Agreement with respect to the Project and the Loan, including delivery to the HRA of a Certificate of Completion; and WHEREAS, the Tenant began operations in the lower level of the Facility and has remained in operation on the lower level of the Facility through November 30, 2025; and WHEREAS, based on the preceding clause, Section 3.03 of the Agreement requires the HRA to fully forgive the Loan. NOW, THEREFORE, it is hereby certified that all requirements of the Borrower under the Agreement with respect to the Project and Loan have been completed and duly and fully performed, and this instrument is to be conclusive evidence of the satisfactory termination of the covenants and conditions of the Agreement as they relate to the Note, and the Note is hereby fully forgiven and satisfied. Dated this ____ day of ____________, 20__. EDINA HOUSING AND REDEVELOPMENT AUTHORITY By Chair And Secretary D-2 4870-8467-8284\5 EXHIBIT D-2 CERTIFICATE OF FORGIVENESS PARTIAL CERTIFICATE OF FORGIVENESS WHEREAS, Buhl 3906, LLC, a Minnesota limited liability company, is the owner of the Facility on the property (the “Property”) in the County of Hennepin and State of Minnesota described on Exhibit A of that certain Loan Agreement (the “Agreement”), dated as of November 16, 2023, between the Borrower and the Edina Housing and Redevelopment Authority (the “HRA”); and WHEREAS, pursuant the Agreement, the HRA provided a Loan to the Borrower evidenced by a certain Note (as such terms are defined in the Agreement) to finance certain improvements to the lower level of the Facility and other Qualified Costs (as such term is defined in the Agreement); and WHEREAS, the Borrower has fully and duly performed all of the covenants and conditions of Borrower under the Agreement with respect to the Project and the Loan, including delivery to the HRA of a Certificate of Completion; and WHEREAS, the Tenant began operations on the lower level of the Facility but ceased operations prior to November 30, 2025; and WHEREAS, based on the preceding clause, Section 3.03 of the Agreement requires the HRA to forgive fifty percent (50%) the Loan. NOW, THEREFORE, it is hereby certified that all requirements of the Borrower under the Agreement with respect to the Project and Loan have been completed and duly and fully performed, and this instrument is to be conclusive evidence of the satisfactory termination of the covenants and conditions of the Agreement as they relate to the Note, and the Note is hereby partially forgiven by the amount stated herein and satisfied. Dated this ____ day of ____________, 20__. EDINA HOUSING AND REDEVELOPMENT AUTHORITY By Chair And Secretary E-1 4870-8467-8284\5 EXHIBIT E FORM OF FORGIVABLE NOTE No. R-1 $225,000 UNITED STATES OF AMERICA STATE OF MINNESOTA FORGIVABLE NOTE (3916 WEST 50TH STREET COMMERCIAL RENOVATION AND RE-OCCUPANCY PROJECT) PRINCIPAL AMOUNT: TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS INTEREST RATE: 0.0%; RESETTING TO 4.0% THE DATE AFTER NOVEMBER 30, 2025 This Note is issued pursuant to the provisions of that certain Loan Agreement, dated as of November 16, 2023, as the same may be amended from time to time (the “Loan Agreement”), between the Edina Housing and Redevelopment Authority (the “HRA”) and Buhl 3906, LLC, a Minnesota limited liability company (the “Borrower”). Terms used herein but not otherwise defined, shall have the meaning attributed to them in the Loan Agreement. This Note is subject to full, partial, or no forgiveness on November 30, 2025, by the HRA pursuant to the terms of the Loan Agreement and as detailed below: Full Forgiveness. If the Tenant begins operations on the lower level of the Facility and remains in operation on the lower level of the Facility through November 30, 2025, and the Borrower receives a Certificate of Forgiveness from the HRA, the Loan shall be forgiven by the HRA in full, and the Borrower shall not be required to make any principal or interest payments on the Note. Partial Forgiveness. If the Tenant begins operations on the lower level of the Facility but ceases operations prior to November 30, 2025, and the Borrower receives a Certificate of Forgiveness from the HRA, 50% of the Loan shall be forgiven by the HRA, and the Borrower for value received, promises to pay, to the extent and in the manner hereinafter provided, to the Owner, the principal sum of one hundred twelve thousand five hundred dollars ($112,500), in semi-annual installments payable on each February 1 and August 1 (each being a “Scheduled Payment Date”), commencing the February 1 immediately succeeding November 30, 2025, together with interest on the outstanding and unpaid principal balance of this Note (this “Note”) at the rate of four percent (4.0%) per annum, until the Note is paid in full. E-2 4870-8467-8284\5 No Forgiveness: If the Tenant of the lower level of the Facility (as described in the Loan Agreement) fails to begin operations by November 30, 2025, and the Borrower has not received a Certificate of Forgiveness from the HRA, the Borrower for value received, promises to pay, to the extent and in the manner hereinafter provided, to the Owner, the principal sum of two hundred twenty-five thousand dollars ($225,000), in semi-annual installments payable on each February 1 and August 1 (each being a “Scheduled Payment Date”), commencing the February 1 immediately succeeding November 30, 2025, together with interest on the outstanding and unpaid principal balance of this Note (this “Note”) at the rate of four percent (4.0%) per annum, until the Note is paid in full. Installment payments shall be applied first to interest and then to a reduction of outstanding principal. Interest on the outstanding balance of this Note (if any) shall accrue from the date following November 30, 2025 as simple, non-compounding interest. 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 the Owner and mailed to the Owner at the postal address within the United States designated from time to time by the Owner. This Note is subject to prepayment on any Scheduled Payment Date at the option of the Borrower, in whole or in part, upon payment to the Owner of the principal amount of the Note to be prepaid, without premium or penalty. The Borrower shall pay to the Owner on each Scheduled Payment Date all amounts necessary to pay principal and interest then due and any past due installment. IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by the manual signatures of the ________________ of the Borrower and has caused this Note to be dated as of _________________, 20___. BUHL 3906, LLC, A MINNESOTA LIMITED LIABILITY COMPANY By: Its: 27629191v2 Date: November 16, 2023 Agenda Item #: VI I.C . 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:F ranc e Avenue P edes trian C rossing - P rojec t Update Disc ussion Edina Housing and Redevelopment Authority Established 1974 C ITY O F E D IN A HO US I NG & R EDEVELO P MENT AUT HO R I T Y 4801 West 50th Street Edina, MN 55424 www.edinamn.gov A C TI O N R EQ U ES TED: Authorize staff to study the feasibility of using H R A funding resources to design and construct a pedestrian crossing that spans above or below F rance Avenue to extend the P romenade trail system to commercial properties at 7235, 7200 and 7250 France Avenue. I N TR O D U C TI O N: T his item pertains to the potential use of H R A funds (most likely incremental property taxes) to design and construct an extension of the P romenade trail system to extend the existing P romenade trail to two commercial redevelopment sites located at 7235, 7200 and 7250 F rance Avenue. T his work will include either a broad underpass below France Avenue or a signature bridge above France Avenue. B oth options will be designed in accordance with the M N Accessibility C ode or AD A, as applicable. After review of multiple ideas and examples, staff recommends that a wide underpass be studied as the first option. If this option is determined to be infeasible, the second option is a signature bridge. Direction is requested from the H R A Board so that the developers can incorporate this type of design approach into their conceptual site plans. S taff will present proposals to conduct additional design work for consideration and approval at a future H R A meeting. AT TAC HME N T S: Description Staff Report - France Ave Ped Crossing - Design Approach BTE comments Ped Cros s ing Ideas Ped Crossing - Scrapbook of Ideas 8-24-2023 November 16, 2023 Chair Hovland and Members of the Edina Housing and Redevelopment Authority Bill Neuendorf, Economic Development Manager France Avenue Pedestrian Crossing – Recommended Design Approach Information / Background: Two commercial sites in the 7200 block of France Avenue are likely to be redeveloped in the years ahead. The 7200-7250 site has received preliminary zoning approvals and a pledge of TIF support with construction anticipated to begin in the next year. The 7235 site is under contract to be sold and the developer submitted a sketch plan concept earlier this year. That developer intends to submit a formal zoning application in the next year. The City commissioned a pedestrian study in this area in 2007. One of the many recommendations in that study suggested a pedestrian bridge over France Avenue to improve walkability and safety for the neighborhoods on both sides of the street. Based on the economic conditions after the Great Recession of 2008/2009 and lack of public space on the private properties in existence at that time, the pedestrian bridge concept was abandoned. Many changes to the area have occurred in the decade after the Great Recession and additional changes are anticipated. With two additional sites likely to be redeveloped, staff prepared an initial study to re-consider how walkability and safety across France Avenue could be improved. This information is being shared with the Edina Housing and Redevelopment Authority (HRA) since any public improvement of this scale will likely require the use of Tax Increment Financing (TIF) to serve as a funding source. Both the 7200-7250 and 7235 sites have been evaluated and confirmed to be eligible for designation as TIF Districts based on the criteria in Minnesota Statute. The City and HRA have already established the 72nd & France 2 TIF District and approved a Redevelopment Agreement with the developer of the 7200-7250 site. A similar request is anticipated from the developer of the 7235 site. STAFF REPORT France Avenue Pedestrian Crossing – Recommended Design Approach Page 2 Over the past few months, staff met with the commercial property owners, developers, design engineers and regulating authorities to better understand the opportunities and constraints in this location. The consultants at LHB identified 9 examples showing different ways to provide pedestrian improvements over a busy multi-lane roadway. These examples are included in a Scrapbook of Ideas compiled by LHB. These examples were posted on the Better Together Edina (BTE) webpage (https://www.bettertogetheredina.org/france-avenue-pedestrian-crossing) to collect additional ideas and suggestions. The BTE page was viewed nearly 450 times. Nearly 100 peopled viewed the content. More than two dozen provided ideas and suggestions. The input received on the BTE webpage is attached to this report. The developer of the 7235 site also provided additional input to inform the discussion. After evaluating this comprehensive set of ideas, staff identified a recommended design approach and an alternate. Direction is requested from the HRA to clarify the type of design that would be considered for future HRA funding. Summary The input collected stresses the importance of creating a public access route that feels safe to users of all ages. Concerns were raised that a basic (narrow) tunnel would not feel safe. These concerns were reduced for a wider tunnel but care must be applied to ensure that any sub-surface element is designed to feel and be safe. Concerns were also raised that the route needs to feel welcoming to the general public and not incorporated into a privately owned building with an appearance of exclusivity. Some concerns were raised with the cost and practical use of an elevated bridge but there was support for a well designed and handicapped accessible bridge that includes ramps and elevators to serve pedestrians and bicyclists. The approved site plan 7200-7250 site could be adjusted to accommodate an underpass or a bridge. Based on the elevations on the west side of France Avenue, an underpass is more easily accommodated than a bridge. The 7235 site plan is still being prepared. An underpass could be accommodated but the developer has raised concerns with the challenges of designing leasable new buildings that accommodate a downward sloping Promenade Extension with building entrances at multiple levels. A bridge might be easier to accommodate on the east side of France Avenue. Further study is required to better understand the outcomes to the general public and impact to both private properties. STAFF REPORT France Avenue Pedestrian Crossing – Recommended Design Approach Page 3 Recommended Direction: Based on the initial study, a wide underpass or a signature bridge are the two most appropriate options. The underpass designed as an extension of the Edina Promenade system is the recommended design approach. A signature bridge (accessed by an extension of the Promenade) is recommended as the alternative approach if the underpass is determined to be infeasible. Description of Recommended Design Approach – Promenade Extension with Underpass The well used Edina Promenade parkway system could be extended to pass through the 7235 and 7200-7250 sites. The preliminary concept for this new public space is illustrated below. The new green space could slope downward from east to west and could include a 40 to 60 ft wide underpass that separates bicyclists and pedestrians from the vehicles on France Ave. The underpass could be constructed as two segments to allow for natural light into the underpass and improve the sense of security. The concept shows the potential reconstruction of limited portions of France Avenue to raise the lowest elevation of the road and to separate the east-bound and west-bound lanes to allow natural light to reach the underpass. On the 7200-7250 site, the Promenade extension should be located in the public plaza that straddles the property line between 7200 and 7250. On the 7235 site, the Promenade extension should ideally be located midway through the property, but could also be located towards the northern edge or southern edge of the site to accommodate redevelopment pads that abide by the Greater Southdale Plan and Design Experience Guidelines and positioned to be successful in the marketplace. The developer/owner could incorporate the most reasonable location in their upcoming proposal to rezone the site. Care must be taken so that the sloping grade of the Promenade Extension is designed so that 7200 7235 7250 Existing 9 Mile bike trail STAFF REPORT France Avenue Pedestrian Crossing – Recommended Design Approach Page 4 portions of the street and lower levels of each new building can open directly onto the Promenade using stairs or ramps where necessary. The Promenade Extension should be dedicated as a City right of way or secured with a permanent easement that allows permanent public access. It should be designed to be complementary to the existing Promenade including: trees, planting beds, stormwater ponds and/or streams, separate walking and bicycling paths, benches, lights and public art. Description of Alternative Design Approach – Promenade Extension with Signature Bridge In case the underpass is determined to be infeasible, the second choice is a new signature bridge that passes over France Avenue and incorporates a combination of sloped ramps and elevators to provide access to pedestrians of all abilities and cyclists. The bridge should be sufficiently wide to accommodate pedestrians and bicyclists passing in each direction. The bridge should be designed to be architecturally significant and serve as a recognizable piece of infrastructure in Edina. A combination of ramps, stairways and elevators should be incorporated to encourage walking when possible. Requested Action: This preliminary research is intended only to set the general direction of this potential infrastructure project. Much work is necessary to determine the feasibility and cost of the project. Coordination between property owners, engineers, architects, City and County engineering departments will be essential. Direction from the HRA Board is requested to confirm whether there is local support for additional study of the preferred design approach. This direction will be useful to the City & County engineering staff and to the developer of the 7235 site. # # # Project Repor t 14 October 2023 - 12 November 2023 Bet ter Together Edina France Avenue Pedestrian Crossing Highlights TOTAL VISITS 449 MAX VISITORS PER DAY 76 NEW REGISTRATI ONS 5 ENGAGED VISITORS 26 INFORMED VISITORS 91 AWARE VISITORS 377 Aware Participants 377 Aware Actions Performed Participants Visited a Project or Tool Page 377 Informed Participants 91 Informed Actions Performed Participants Viewed a video 0 Viewed a photo 0 Downloaded a document 11 Visited the Key Dates page 0 Visited an FAQ list Page 10 Visited Instagram Page 0 Visited Multiple Project Pages 50 Contributed to a tool (engaged)26 Engaged Participants 26 Engaged Actions Performed Registered Unverified Anonymous Contributed on Forums 0 0 0 Participated in Surveys 8 5 0 Contributed to Newsfeeds 0 0 0 Participated in Quick Polls 0 0 0 Posted on Guestbooks 0 0 0 Contributed to Stories 0 0 0 Asked Questions 0 0 0 Placed Pins on Places 0 0 0 Contributed to Ideas 15 0 0 Visitors Summar y Pageviews Visitors 23 Oct '23 6 Nov '23 100 200 Tool Type Engagement Tool Name Tool Status Visitors Registered Unverified Anonymous Contributors Newsfeed Nine Examples (September 2023)Published 4 0 0 0 Newsfeed Edina's Promenade trail system Published 1 0 0 0 Newsfeed Background and Context Published 0 0 0 0 Qanda #3 Ask a Question Published 14 0 0 0 Survey Tool 3-minute Survey Published 22 8 5 0 Ideas #1 Ideas for Pedestrian Travel Across France Ave. Published 38 15 0 0 Ideas #2 Ideas for Other Improvements in this Area Published 3 0 0 0 Better Together Edina : Summary Report for 14 October 2023 to 12 November 2023 ENGAGEMENT TOOLS SUMMARY 0 FORUM TOPICS 1 SURVEYS 3 NEWS FEEDS 0 QUICK POLLS 0 GUEST BOOKS 0 STORIES 1 Q&A S 0 PLACES Page 2 of 9 Widget Type Engagement Tool Name Visitors Views/Downloads Faqs faqs 10 10 Document Scrapbook of Ideas 08-24-2023.pdf 7 7 Document Greater Southdale Area Plan 12-18-2018 4 4 Document Staff Presentation to HRA 8-24-2023.pdf 4 4 Document CSG concept study 3-29-2023.pdf 3 3 Document Pedestrian Bicycle Master Plan 2-21-2018 1 1 Document Greater Southdale, Design Experience Guidelines 2-27-2019 1 1 Document Edina Promenade Urban Design Plan July 2007.pdf 0 0 Document Vision Edina, Strategic Vision May 2015 0 0 Better Together Edina : Summary Report for 14 October 2023 to 12 November 2023 INFORMATION WIDGET SUMMARY 8 DOCUMENTS 0 PHOTOS 0 VIDEOS 1 FAQS 0 KEY DATES Page 3 of 9 Visitors 22 Contributors 13 CONTRIBUTIONS 13 Better Together Edina : Summary Report for 14 October 2023 to 12 November 2023 ENGAGEMENT TOOL: SURVEY TOOL 3-minute Sur vey How frequently do you visit Edina's France Avenue commercial district around Southdale Center mall and Centennial Lakes? Ch... 5 (38.5%) 5 (38.5%) 4 (30.8%) 4 (30.8%) 3 (23.1%) 3 (23.1%) 1 (7.7%) 1 (7.7%) Daily Frequently, 2-4 times per week Once per week Monthly Question options Page 4 of 9 Mandatory Question (13 response(s)) Question type: Radio Button Question Better Together Edina : Summary Report for 14 October 2023 to 12 November 2023 For what purposes do you imagine yourself or your family members using this pedestrian crossing, if constructed? Choose as many as apply. Visiting the park Casual walk Strolling with out of town family and friends Running, walking, or bicycling for exercise Going to the store Going to a restaurant None. I would not use this crossing. Question options 1 2 3 4 5 6 7 8 9 10 9 9 7 9 9 9 2 Page 5 of 9 Mandatory Question (13 response(s)) Question type: Checkbox Question Visitors 38 Contributors 15 CONTRIBUTIONS 18 15 October 23 Sara SK VOTES 0 23 October 23 Lorenzo VOTES 1 23 October 23 Kvpt VOTES 0 23 October 23 Edina1984 VOTES 0 24 October 23 PrairieGirl VOTES 0 Better Together Edina : Summary Report for 14 October 2023 to 12 November 2023 IDEAS #1 Ideas for Pedestrian Travel Across France Ave. 2, 3, and 9 My vote is for some combo of 2, 3, and 9. They are highly functional and look nice...whi ch I think is important, especially at such a highly visible location. This is not an area to skimp. #1 is a total "why bother". Pedestrian and cyclist safety is paramount A tunnel like the one on York Ave next to the Y would provide the required level of safet y. Choose a pedestrian level above or below grade an d keep the aesthetic of centennial lakes promenade on to the neighborhood. Will be safest. I like 4 and 9. With all the construction in the area w est of France, there will be too many people to safel y cross France. I wouldn’ Underground skinny tunnels are creepy. Until there is a comprehensive vision for the entire s treet and whatever may ultimately get built, planning the crossing is an absurd waste. Page 6 of 9 24 October 23 Bill Gough VOTES 0 24 October 23 Don Hutchison VOTES 0 25 October 23 hansj VOTES 0 26 October 23 Sandy VOTES 0 Better Together Edina : Summary Report for 14 October 2023 to 12 November 2023 IDEAS #1 Ideas for Pedestrian Travel Across France Ave. Bridge 6 - w/elevated plazas on both sides - would a ttract users (call it "France Crossing"?) and be more inviting to nearby residents. Connect this bridge and outdoor plaza areas via walkable ramps with the Nine-Mile Cr eek trail, a walkway/trail to the 66-6800 France Ave. development and Rosland Park, a nd the Promenade/Centennial Lakes. Make it wide enough for bikers and walkers. It w ould add variety to the system of trails in place on the east side of France. More tunnels in this area just feel less secure and might invite graffiti. A bridge would act as a landm ark and could be lit with decorative lighting at night. A bridge like this might also be less expensive than a land bridge. I like #3 and #9. If we do a tunnel or underpass, ma ke sure it is extremely well lit and has security camer as. France Ave Bridge I believe we had a bridge approved a few years back. What happened with that? My th ought is that we need to physically separate pedestrian and cyclists from any interactio n with motor vehicles. This would take away any chance of an accident. Granted, a brid ge would be cold in the dead winter, a tunnel may feel unsafe. But either would divorce pedestrians from traffic which in my opinion is the most important consideration. I would like to see a really interesting pedestrian bri dge built over France Avenue that includes an elevat or for people with disabilities. Page 7 of 9 28 October 23 Nicole M. VOTES 0 28 October 23 4501 VOTES 0 31 October 23 Bill Gough VOTES 0 03 November 23 Jenny G VOTES 0 Better Together Edina : Summary Report for 14 October 2023 to 12 November 2023 IDEAS #1 Ideas for Pedestrian Travel Across France Ave. Bridge, Overpass or Tunnel I love the attentiveness to making enhancements along France Ave. that will improve a ccess and safety for pedestrians and bikers. Of the nine examples, I prefer numbers 2, 3, 4, 5, 7, and 9 with the bridge or overpass examples likely being my favorites. I believ e number 1 isn't sufficient to make the crossing inviting and safe, and it misses the opp ortunity to leverage the new developments that are planned along France. And I worry that example 8 might encourage (more) speeding along France. In looking through the brainstorming book, I see the Hancock plaza (Chicago) is included. I used to work near the Hancock and the plaza was a nice hub of activity -- people having lunch, tourists ta king a break. though a drawback to that particular space was that it wasn't easily acce ssible to people with mobility issues. My experience of tunnels from living in Chicago (p edestrian tunnels under Lake Shore Drive connecting neighborhoods to the lakefront p aths) was that they were not particular inviting (poor lighting, maintenance problems, a nd water and drainage issues). This isn't to say a tunnel can't work, but careful conside ration needs to be given to ensuring it doesn't have, as another poster commented, a " creepy" feeling. Whatever is developed, it's important that it intuitive how to easily acce ss the crossing -- whether you're walking or on wheels (for this reason, I don't particula rly like example 6 -- the added layer of having to enter and exit private buildings seems like it might pose some challenges). While the primary focus needs to be functionality p edestrians, I like the idea of integration with the broader Centennial Lakes and Southda le district paths, incorporating trees, plants, flowers, and public art where possible. A lot of seniors living in area. Give them n elevator o r a land bridge low enough to climb. (Sink France as low as economically feasible. Cover bridge with solar Here's an example of a bridge that has both ramp a ccess to walk ways to the street below and branches to buildings or trails beyond. Something like this, built with artistic design, would be iconic and attract users. An innovative pedestrian crossing would be an asse t to the community! I really like ideas 7 and 8 Ideas 7 and 8 are the most appealing by far. A crossing is only worthwhile if it is extrem ely safe and accessible for all — walkers, joggers, cyclists, strollers, shoppers, wheelc hairs, limited mobility walkers, etc. France is wide enough that a tunnel is likely to feel d ark and unsafe (and would present the same stairs/accessibility issues as any bridge), and connected buildings/ skyways are often uninviting. And any new project should incl ude intentional green spaces, and be designed with winter snow/ice daily maintenance in mind. A safe and beautiful crossing area would bring value to the France Ave corrido r. Thank you for looking into these ideas! Page 8 of 9 06 November 23 Derek Sunstrom VOTES 0 07 November 23 Maren Korpela VOTES 0 10 November 23 Jeremy Ames VOTES 0 Better Together Edina : Summary Report for 14 October 2023 to 12 November 2023 IDEAS #1 Ideas for Pedestrian Travel Across France Ave. ADA (Americans with Disability Act) Needs It is important that when developing concept the needs of all users are kept in mind an d included. People with disabilities need our infrastructure to be accessible for them. If not their ability to be mobile and get around is severely impacted. Resulting in their qua lity of live being affected. Access and mobility are essential for all humans and their abi lity to live the life they desire. Expand Centennial Lakes concept I would like to see the Centennial Lakes concept expanded across France Ave to inclu de walkable/bikeable access to restaurants and shopping with native landscaping pred ominantly featured. Go over or under France Ave; just find a way for people to cross Fr ance Ave without waiting at a stoplight and being forced to interact with vehicle traffic. This will also give easier access to the Fred Richards Park, which will also be upgraded in the near future and the greenway bike path. Take away 2 lanes from France Ave Remove 1 lane in each direction between Hwy 62 and Parklawn. In the space gained, add greenspace between the road and sidewalk plus a new bike lane. The distance to cross France becomes shorter everywhere, and walking along France becomes less te rrifying. Page 9 of 9 South France Avenue Crossing 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 1 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 2 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 3 Pedestrian Underpass 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 4 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 5 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 6 We don’t want this……… 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 7 35’18’ 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 8 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 9 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 10 Walker Sculpture Bridge Minneapolis, MN 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only11 Millennium Bridge in Denver 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 12 Underground Concourse 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 13 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 14 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 15 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 16 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 17 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 18 John Hancock Plaza, Chicago 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 19 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 20 IDS Crystal Court, Minneapolis RH Rooftop, Edina 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 21 Split Level Street 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 22 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 23 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 24 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 25 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 26 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 27 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 28 72ndStreetHazelton RoadGallagher DriveParklawn Avenue76thStreet8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 29 72ndStreetHazelton RoadGallagher DriveParklawn Avenue70thStreet8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 30 Hazelton Road 72nd Street Gallagher Drive Parklawn Ave 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 31 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 32 Riley Creek Tunnel Chanhassen 125’ long with 10’ light well in the middle 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 33 Bluff Creek Tunnel Chanhassen 124’ long with 12’ light well in the middle 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 34 Bluff Creek Tunnel Chanhassen 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 35 Shakopee Tunnel 123’ long, 34’ wide 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 36 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 37 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 38 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 39 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 40 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 41 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 42 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 43 51’ wide 13’ 7” High 96’ 17’ 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 44 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 45 80’ 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 46 Max. slope = 5% 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 47 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 48 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 49 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 50 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 51 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 52 19588/24/2023 Scrapbook of Ideas for brainstorming and discussion only 53 WHAT IS SOMETHING YOU APPRECIATE TODAY THAT EXISTS THANKS TO THE DECISIONS AND EFFORTS OF PEOPLE HERE MORE THAN 10 YEARS AGO? 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 54 WHAT IS SOMETHING WE MIGHT START TODAY FOR WHICH PEOPLE IN OUR COMMUNITY WILL BE THANKFUL MORE THAN 10 YEARS FROM NOW? 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 55 France Avenue Crossing Scrapbook of Ideas Please add Images of places you have been or pictures you have seen that could be an inspiration, or an idea to develop, as we continue to brainstorm the France Avenue Crossing opportunity 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 56 Los Angeles Shopping Mall 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 57 Midtown Greenway, Minneapolis 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 58 North Loop Green, Minneapolis 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 59 North Loop Green, Minneapolis 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 60 Bourdeaux Village –Bourdeaux, France 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 61 Lisbon, Portugal 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 62 Lisbon, Portugal8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 63 Interesting Bike and Pedestrian Paths 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 64 Interesting Bike and Pedestrian Paths 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 65 Interesting Bike and Pedestrian Paths Chicago’s Elevated 606 Park / Bloomington Trail –2.7 mile public trail Photo from Dwell https://www.dwell.com/article/elevated-606-park-will-transform-chicago- 8c4078ff/6133589748322426880 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 66 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 67 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 68 Do you have anything to add to the scrapbook? 8/24/2023 Scrapbook of Ideas for brainstorming and discussion only 69 Date: November 16, 2023 Agenda Item #: VI I I.A. To:C hair & C ommis s ioners of the Edina HR A Item Type: R eport / R ecommendation F rom:Bill Neuendorf, Economic Development Manager Item Activity: Subject:5146 Eden Avenue - P rojec t Update Information Edina Housing and Redevelopment Authority Established 1974 C ITY O F E D IN A HO US I NG & R EDEVELO P MENT AUT HO R I T Y 4801 West 50th Street Edina, MN 55424 www.edinamn.gov A C TI O N R EQ U ES TED: No action required; for information purposes only. I N TR O D U C TI O N: T his update pertains to the anticipated sale and redevelopment of vacant land owned by the H R A. AT TAC HME N T S: Description Staff memo - 5146 Update City of Edina • 4801 W. 50th St. • Edina, MN 55424 Economic Development / HRA Phone 952-826-0407 • Fax 952-826-0390 • www.EdinaMN.gov Date: November 16, 2023 To: Chair Hovland and Members of the Housing and Redevelopment Authority Scott Neal, Executive Director From: Bill Neuendorf, Economic Development Manager Re: 5146 Eden Avenue – Project Update The HRA entered into contracts with United Properties and Jester Concepts to sell and develop new senior cooperative housing and a new restaurant on this vacant 3-acre site. The remainder of the site would be developed as a new City park/green space. Termination Notice from United Properties Residential LLC The ongoing challenges in the construction, real estate and finance industries have created several hurdles for this new senior housing. On October 23, 2023, United Properties submitted a Termination Notice. While the senior cooperative housing initially generated a great deal of interest from potential buyers, an insufficient number of these interested parties executed Sales Contracts for the project. The high cost of new construction, uncertain pace of single family home sales and high mortgage interest rates were the three barriers most frequently cited by prospective buyers. United Properties has concluded that a for-sale senior building is not viable at this location in the current economic climate. Other senior coops in the development pipeline in the Twin Cities are experiencing similar situations. United Properties has expressed interest in pursuing an alternative residential project on the site if the HRA is interested in exploring new ideas. Jester Concepts also remains strongly interested in pursuing a new restaurant on the site. While Jester has not yet formally terminated their contract; their restaurant cannot be delivered without the housing component in place. Next Steps The HRA has explored ten different concepts for this site in the past decade. The combination of housing, restaurant and public park that utilizes the adjacent public parking structure seems to be most appropriate for this property. In the weeks ahead, staff will prepare an outline of how to proceed to see this site redeveloped with a combination of elements that will be successful in the marketplace. This outline will strive to revise the scope of the project in 2024 so that construction can be pursued in 2025-2026. Housing and Redevelopment Authority Established 1974