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HomeMy WebLinkAbout2025-12-11 HRA Regular Meeting Packet Meeting location: Edina City Hall Council Chambers 4801 W. 50th St. Edina, MN Housing & Redevelopment Authority Meeting Agenda Thursday, December 11, 2025 7:30 AM Participate in the meeting: Watch the meeting on cable TV or YouTube.com/EdinaTV. Provide feedback during Community Comment by calling 312-535- 8110. Enter access code 2634 211 4791. Password is 5454. Press *3 on your telephone keypad when you would like to get in the queue to speak. A staff member will unmute you when it is your turn to speak. Accessibility Support: The City of Edina wants all residents to be comfortable being part of the public process. If you need assistance in the way of hearing amplification, an interpreter, large-print documents or something else, please call 952-927- 8861 at least 72 hours in advance of the meeting. 1. Call to Order 2. Roll Call 3. Pledge of Allegiance 4. Approval of Meeting Agenda 5. Community Comment During "Community Comment," the Chair will invite residents to share issues or concerns that are not scheduled for a future public hearing. Items that are on tonight's agenda may not be addressed during Community Comment. Individuals must limit their comments to three minutes. The Chair may limit the number of speakers on the same issue in the interest of time and topic. Individuals should not expect the Chair or Commissioners to respond to their comments tonight. The Chair will respond to questions raised during Community Comments at the next meeting. 6. Adoption of Consent Agenda All agenda items listed on the Consent Agenda will be approved by one motion. There will be no separate discussion of items unless requested to be removed by a Commissioner. If removed the item will be considered immediately following the adoption of the Consent Agenda. (Favorable roll call vote of majority of Commissioners present to approve, unless otherwise noted in consent item.) 6.1. Minutes from October 30, 2025 6.2. Adopt 2026 Meeting Calendar 6.3. Approve Second Amendment to Redevelopment Agreement (4620 W. 77th Street) Page 1 of 223 6.4. 2024 Affordable Housing Compliance Report 6.5. Approve Deferred HRA Loan Agreement with CB South Haven Summit Point Limited Partnership 6.6. Approve $35,000 to Affordable Housing Connections to Create an On-line Training Module for Property Managers and Leasing Agents for Affordable Housing Compliance and Authorize Staff to Engage an Attorney to review Service Agreement. 7. Reports/Recommendations: (Favorable vote of majority of Commissioners present to approve except where noted) 7.1. Loan Agreement with 5036 Americana LLC and 5036 France Property, LLC at 5036 France Avenue 7.2. Grant Agreement with Coder's Clubhouse, LLC at 7101 France Avenue 7.3. Grant Agreement for for JJ's Poke Minnesota Inc. at 6815-17 York Avenue 7.4. Resolution No. 2025-09 Adopting the HRA Budget and Establishing the Tax Levy Payable in 2026 8. Executive Director Comments 8.1. Enclave Development at 7235 France Avenue - Project Update 8.2. Edina Chamber of Commerce - SPARC Loan Update 9. HRA Member Comments 10. Adjournment Page 2 of 223 BOARD & COMMISSION ITEM REPORT Date: December 11, 2025 Item Activity: Approve Meeting: Housing & Redevelopment Authority Agenda Number: 6.1 Prepared By: Liz Olson, Administrative Support Specialist Item Type: Minutes Department: Community Development Item Title: Minutes from October 30, 2025 Action Requested: Approve minutes.liz Information/Background: Supporting Documentation: 1. HRA Regular Meeting Minutes 10-30-2025 Page 3 of 223 Page 1 MINUTES OF THE REGULAR MEETING OF THE EDINA HOUSING AND REDEVELOPMENT AUTHORITY OCTOBER 30, 2025 7:30 A.M. I. CALL TO ORDER Chair Hovland called the meeting to order at 7:33 a.m. then explained the processes created for public comment. II. ROLLCALL Answering rollcall were Chair Hovland, Commissioners Jackson, Pierce, and Risser. Absent: Commissioner Agnew III. PLEDGE OF ALLEGIANCE IV. MEETING AGENDA APPROVED – AS PRESENTED Motion by Commissioner Jackson, seconded by Commissioner Pierce, approving the meeting agenda as presented. Ayes: Jackson, Pierce, Risser, and Hovland Motion carried. V. COMMUNITY COMMENT No one appeared. V.A. EXECUTIVE DIRECTOR’S RESPONSE TO COMMUNITY COMMENTS Executive Director Neal responded there were no past Community Comments. VI. ADOPTION OF CONSENT AGENDA AS PRESENTED Motion by Commissioner Jackson, seconded by Commissioner Pierce, approving the consent agenda as revised to remove Item VI.E. Approve Grant Agreement with the Edina Housing Foundation for $1,000,000 for the Heroes Down Payment Assistance Program, as follows: VI.A. DRAFT MINUTES OF REGULAR MEETING OF SEPTEMBER 25, 2025, AND SPECIAL WORK SESSION MEETING OF OCTOBER 16, 2025 VI.B. APPROVE GRANT AGREEMENT WITH VEAP FOR $200,000 IN LAHA FUNDS VI.C. APPROVE GRANT AGREEMENT WITH MOUNT OLIVET ROLLING ACRES FOR $93,500 IN LAHA FUNDS VI.D. APPROVE FORM OF GRANT AGREEMENT WITH WEST HENNEPIN AFFORDABLE HOUSING LAND TRUST AND TWIN CITIES HABITAT FOR HUMANITY FOR A TOTAL OF $581,881.99 IN LAHA FUNDS VI.E. APPROVE GRANT AGREEMENT WITH THE EDINA HOUSING FOUNDATION FOR $1,000,000 FOR THE HEROES DOWN PAYMENT ASSISTANCE PROGRAM Page 4 of 223 DRAFTMinutes/HRA/October 30, 2025 Page 2 Ayes: Jackson, Pierce, Risser, and Hovland Motion carried. ITEMS REMOVED FROM THE CONSENT AGENDA VI.E. APPROVE GRANT AGREEMENT WITH THE EDINA HOUSING FOUNDATION FOR $1,000,000 FOR THE HEROES DOWN PAYMENT ASSISTANCE PROGRAM The Board expressed concerns about these funds coming from public rather than private sources and the impact on the general taxpayer. Affordable Housing Development Manager Hawkinson provided an overview of the Come Home to Edina Program, including who has been served, the requirements for the loan, and the options for interest-only or deferred until sale. Affordable Housing Development Manager Hawkinson discussed the source of the funds for the $1,000,000 proposed. Economic Development Manager Neuendorf noted that those dollars would go back into the closed TIF District and be redistributed if the funds were not chosen to be used by the HRA. The Board discussed choosing the Heroes Program because it can help reduce vehicle miles travelled. Member Jackson made a motion, seconded by Member Pierce, approving the Grant Agreement with the Edina Housing Foundation for $1,000,000 for the Heroes Down Payment Assistance Program. Ayes: Jackson, Pierce, Hovland Nay: Risser Motion carried. VII. REPORTS AND RECOMMENDATIONS VII.A. PROPOSED FINANCING STRUCTURE FOR PUBLIC PARKING GARAGE AT 7001 FRANCE AVENUE – TABLED The Board expressed frustration regarding all the staff time and prep time that have gone into this item, just for it to be tabled. The Board asked if there would be a public hearing at the City Council level if this item had gone through today. Mr. Neuendorf noted that there is no requirement for a public hearing. Motion by Commissioner Jackson, seconded by Commissioner Pierce, tabling the Proposed Financing Structure for Public Parking Garage at 7001 France Avenue indefinitely Ayes: Jackson, Pierce, Risser, and Hovland Motion carried. Page 5 of 223 DRAFTMinutes/HRA/October 30, 2025 Page 3 VIII. EXECUTIVE DIRECTOR COMMENTS – Received IX. HRA MEMBER COMMENTS - Received X. ADJOURNMENT Motion made by Commissioner Jackson, seconded by Commissioner Pierce, to adjourn the meeting at 8:00 a.m. Ayes: Jackson, Pierce, Risser, and Hovland Motion carried. Respectfully submitted, Scott Neal, Executive Director Page 6 of 223 d ITEM REPORT Date: December 11, 2025 Item Activity: Approve Meeting: Housing & Redevelopment Authority Agenda Number: 6.2 Prepared By: Bill Neuendorf, Economic Dev Mgr Item Type: Other Department: Community Development Item Title: Adopt 2026 Meeting Calendar Action Requested: Approve the 2026 meeting calendar to establish the dates of regular HRA meetings in 2026. Information/Background: The Housing and Redevelopment Authority (HRA) needs to meet regularly to conduct its business. The proposed meeting calendar for 2026 is attached. This is the same calendar as approved by the Edina City Council on December 2, 2025. These HRA meetings will begin at 7:30 AM and be held in the Council Chambers of Edina City Hall located at 4801 West 50th Street, Edina Minnesota 55424. Note that 'special' meetings of the HRA may also need to be scheduled in addition to these "regular" meetings. "Special" meetings are needed to discuss or take action on topics that cannot be accommodated at a regularly-scheduled meeting. All meetings of the HRA will be posted and noticed in advance as required by Minnesota Statute. Staff recommends approval of the 2026 meeting calendar. Resources/Financial Impacts: None Relationship to City Policies: NA Supporting Documentation: 1. 2026_MeetingCalendar_Edina_D4 Page 7 of 223 JANUARY Jan. 1 New Year’s Day Jan. 2 City Hall “Soft Close” Jan. 6 City Council Jan. 8 Energy & Environment Commission Jan. 12 Community Health Commission Heritage Preservation Commission Jan. 13 Parks & Recreation Commission Jan. 14 Planning Commission Jan. 15 Housing & Redevelopment Authority Transportation Commission Jan. 19 Martin Luther King Jr. Day Jan. 20 City Council Jan. 22 Arts & Culture Commission Jan. 26 Council Work Session Jan. 28 Planning Commission APRIL April 1-3 Passover (Jewish) April 3 Good Friday (Christian) April 7 City Council April 9 Energy & Environment Commission April 13 Community Health Commission April 14 Heritage Preservation Commission Parks & Recreation Commission April 15 Planning Commission April 16 Housing & Redevelopment Authority Transportation Commission April 21 City Council April 23 Arts & Culture Commission April 29 Planning Commission FEBRUARY Feb. 3 City Council Feb. 5 Housing & Redevelopment Authority Feb. 9 Community Health Commission Heritage Preservation Commission Feb. 10 Parks & Recreation Commission Feb. 11 Planning Commission Feb. 12 Energy & Environment Commission Feb. 16 Presidents’ Day Feb. 17 City Council Feb. 19 Housing & Redevelopment Authority Transportation Commission Feb. 25 Planning Commission Feb. 26 Arts & Culture Commission MAY May 5 City Council May 11 Community Health Commission May 12 Heritage Preservation Commission Parks & Recreation Commission May 13 Planning Commission May 14 Energy & Environment Commission Housing & Redevelopment Authority May 19 City Council May 25 Memorial Day May 27 Eid al-Adha (Muslim) May 28 Arts & Culture Commission Planning Commission Transportation Commission MARCH March 3 City Council March 5 Housing & Redevelopment Authority March 9 Community Health Commission Heritage Preservation Commission March 10 Parks & Recreation Commission March 11 Planning Commission March 12 Energy & Environment Commission March 17 City Council March 20 Eid al Fitr (Muslim) March 25 Planning Commission March 26 Arts & Culture Commission Transportation Commission JUNE June 2 City Council June 9 Heritage Preservation Commission Parks & Recreation Commission June 10 Planning Commission June 11 Energy & Environment Commission Housing & Redevelopment Authority June 14 Community Health Commission June 16 City Council June 18 Transportation Commission June 19 Juneteenth June 24 Planning Commission June 25 Arts & Culture Commission 2026 Meeting Calendar Religious Observance*Holiday City Council or Housing & Redevelopment Authority Meeting Board or Commission Meeting(s) * No public meetings held. **No public meetings after 6 p.m. Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 20 21 22 23 24 25 26 27 28 19 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 15 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 17 18 19 20 21 22 23 24 25 26 27 28 29 30 16 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 14 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 11 Election Day** City Hall “Soft Close” Page 8 of 223 2026 Meeting Calendar * No public meetings held. **No public meetings after 6 p.m. Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 JULY July 4 Independence Day (July 3 Staff Observed Holiday) July 9 Energy & Environment Commission Parks & Recreation Commission July 13 Community Health Commission July 14 Heritage Preservation Commission July 15 Planning Commission July 16 Housing & Redevelopment Authority Transportation Commission July 16 City Council July 23 Arts & Culture Commission OCTOBER Oct. 1 Housing & Redevelopment Authority Oct. 6 City Council Oct. 8 Energy & Environment Commission Oct. 12 Community Health Commission Oct. 13 Heritage Preservation Commission Parks & Recreation Commission Oct. 14 Planning Commission Oct. 15 Housing & Redevelopment Authority Oct. 20 City Council Oct. 22 Arts & Culture Commission Transportation Commission Oct. 28 Planning Commission AUGUST Aug. 4 Night to Unite Aug. 5 City Council Aug. 10 Community Health Commission Heritage Preservation Commission Parks & Recreation Commission Aug. 11 Election Day (State Primary) Aug. 12 Planning Commission Aug. 13 Energy & Environment Commission Housing & Redevelopment Authority Aug. 18 City Council Aug. 20 Transportation Commission Aug. 26 Planning Commission Aug. 27 Arts & Culture Commission NOVEMBER Nov. 3 Election Day (General) Nov. 4 City Council Nov. 9 Heritage Preservation Commission Parks & Recreation Commission Nov. 10 Diwali (Hindu) Nov. 11 Veterans Day Nov. 12 Energy & Environment Commission Planning Commission Nov. 16 Community Health Commission Nov. 17 City Council Nov. 19 Arts & Culture Commission Housing & Redevelopment Authority Transportation Commission Nov. 26 Thanksgiving Nov. 27 Day after ThanksgivingSEPTEMBER Sept. 1 City Council Sept. 7 Labor Day Sept. 8 Heritage Preservation Commission Parks & Recreation Commission Sept. 9 Planning Commission Sept. 10 Energy & Environment Commission Housing & Redevelopment Authority Sept. 11-13 Rosh Hashanah (Jewish) Sept. 14 Community Health Commission Sept. 15 City Council Sept. 17 Transportation Commission Sept. 20-21 Yom Kippur (Jewish) Sept. 23 Planning Commission Sept. 24 Arts & Culture Commission DECEMBER Dec. 1 City Council Dec. 7 City Council Dec. 8 Heritage Preservation Commission Parks & Recreation Commission Dec. 9 Planning Commission Dec. 10 Energy & Environment Commission Housing & Redevelopment Authority Dec. 14 Community Health Commission Dec. 15 City Council Dec. 17 Arts & Culture Commission Transportation Commission Dec. 24 Christmas Eve (Christian) Dec. 25 Christmas (Christian) Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 16 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 13 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 20 21 22 23 24 25 26 27 28 29 30 19 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 11 12 13 14 15 16 17 18 19 20 21 22 23 26 27 28 29 30 31 24 25 10 Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 8 9 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 10 Religious Observance*Holiday City Council or Housing & Redevelopment Authority Meeting Board or Commission Meeting(s) Election Day** City Hall “Soft Close” Page 9 of 223 d ITEM REPORT Date: December 11, 2025 Item Activity: Approve Meeting: Housing & Redevelopment Authority Agenda Number: 6.3 Prepared By: Stephanie Hawkinson, Affordable Housing Development Manager Item Type: Other Department: Community Development Item Title: Approve Second Amendment to Redevelopment Agreement (4620 W. 77th Street) Action Requested: Approve Second Amendment to Redevelopment Agreement for 4620 W. 77th Street with 4620 LLC. Information/Background: On December 20, 2022, the City Council and HRA entered into a Redevelopment Agreement with 4620 LLC for the development of a seven-story, 276-unit apartment building located at 4620 W. 77th Street called "The Finch." The Redevelopment Agreement included provisions that required 10% of the units to be affordable at 50% AMI rent levels and an additional 40% of the units to have rents not to exceed the 120% rent levels. This request is to approve the Second Amendment to the Redevelopment Agreement. The first amendment was executed on February 15, 2024 to prioritize people with intellectual and developmental disabilities for the 28 affordable units. This Second Amendment pertains to section 4.13 of the Redevelopment Agreement requiring that public art be installed on site. The amendment allows for a restricted payment of $25,000 be made to the City of Edina designated for funding public art as a part of the Fred Richards Master Plan Implementation project in lieu of installing art within the confines of The Finches exterior grounds. This payment in lieu of providing art on site meets the purpose behind the requirement while allowing for a wider audience to benefit. Art was considered as a part of the Fred Richards Master Plan and a workplan item of the Arts and culture commission but was designated as a future phase with future funding. The Finch is occupied and in compliance with the other requirements in the Redevelopment Agreement. Resources/Financial Impacts: The payment of $25,000 to support public art at Fred Richards Park is an additional source of funding for the project. The Parks and Recreation Department would oversee the selection, installation and maintenance of the art piece with project implementation and park maintenance budget. Relationship to City Policies: This amendment complies with the Fred Richard Park Master Plan and incorporates an Arts and Culture Commission workplan item. Budget Pillar: Page 10 of 223 Livable City Values Impact: Equity Installing public art at Fred Richard Park allows for more people to have access and benefit from its presence. Stewardship The $25,000 for public art is coming from a from a private developer. Supporting Documentation: 1. Second Amendment to Redevelopment Agreement Page 11 of 223 Draft 11/6/2025 Second Amendment to Redevelopment Agreement (4620 W. 77th Street) 4934-4689-2664\3 Second Amendment to Redevelopment Agreement (4620 W. 77th Street) by and among City of Edina, Minnesota, Housing and Redevelopment Authority of Edina, Minnesota, and 4620 LLC Dated as of [Dated Date], 2025 THIS DOCUMENT WAS DRAFTED BY: Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 Page 12 of 223 Draft 11/6/2025 4934-4689-2664\3 SECOND AMENDMENT TO REDEVELOPMENT AGREEMENT (4620 W. 77th Street) THIS SECOND AMENDMENT TO REDEVELOPMENT AGREEMENT (this “Amendment”) is made and entered into [Dated Date], 2025 (“Effective Date”), by and among the City of Edina, Minnesota, a Minnesota statutory city (the “City”), the Housing and Redevelopment Authority of Edina, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “Authority”), and 4620 LLC, a Minnesota limited liability company (“Developer”). RECITALS A. Pursuant to and in accordance with Minnesota Statutes, Sections 469.174 to 469.1794, as amended (the “TIF Act”), the Authority is authorized to finance certain eligible redevelopment costs of redevelopment projects with tax increment revenues derived from a tax increment financing district established in accordance with the TIF Act. B. Pursuant to the temporary authority for use of tax increments granted by Section 469.176, subdivision 4n of the TIF Act, on October 28, 2021, the Authority adopted, and on November 16, 2021, the City approved, a written spending plan for unobligated tax increment monies for the TIF District and other previously established tax increment financing districts in the City (the “Spending Plan”) and established the Special Projects and Redevelopment Capital Fund (the “SPaRC Fund”) to encourage and incentivize new private investment in the City’s commercial and industrial districts by providing loans, grants and/or equity for development projects in accordance with the Spending Plan. C. The City, the Authority, and the Developer entered to that certain Redevelopment Agreement dated December 20, 2022 (the “Original Agreement”) as amended by that certain First Amendment to Development Agreement dated March 5, 2024 (the “First Amendment,” and together with this Amendment the “Agreement”) in which the Authority agreed to provide Developer (or its permitted assignee) certain Pooled Tax Increments and the unobligated increment from the SPaRC Fund in connection with Developer’s development and construction of certain Minimum Improvements (as such terms are defined in the Original Agreement). D. The parties entered into the First Amendment to adjust the provisions therein related to the affordable housing requirements and the exhibit related thereto. E. The parties desire to enter into this Amendment to adjust the provision therein related to public art to require payment to the City for public art purposes in lieu of installation of public art by the Developer. NOW, THEREFORE, in consideration of foregoing Recitals, which are incorporated into the provisions of this Amendment by this reference, and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the others as follows: Page 13 of 223 Draft 11/6/2025 4934-4689-2664\3 Article I Recitals; Text, Definitions 1.1 Recitals. The foregoing Recitals are incorporated into this Amendment by this reference, including the definitions set forth therein. 1.2 Text. To indicate amendments, strikethrough (strikethrough) and underline (underline) text shall be used. Added language shall be indicated with underline text and deleted language shall be indicated with strikethrough text. 1.3 Definitions. Unless the context otherwise specifies or requires, the terms used in this Amendment have the definitions given them in the Original Agreement. All defined terms may be used in the singular or the plural, as the context requires. Article II Representations and Warranties 2.1 Original Agreement Representations and Warranties Reaffirmed. The City, the Authority, and the Developer hereby reaffirm their respective representations and warranties provided in Article II of the Original Agreement. Article III Amendments and Additions 3.1 Amendment to Section 4.13. Section 4.13 of the Original Agreement is hereby amended as follows: 4.13 Donation for Public Art. The Project shall include public art in a manner reasonably approved by the Authority. Such public art shall be a permanent sculpture or similar art installation. Developer shall at all times maintain the public art in good, first-class condition, at no cost to the City or the Authority. Developer shall make a payment of $25,000 to the City for the purpose of supporting art in Fred Richards Park. Article IV Additional Provisions 4.1 Titles of Articles and Sections. Any titles of the several parts, Articles and Sections of the Amendment are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. 4.2 Severability. If any term or provision of this Amendment is determined to be invalid or unenforceable under applicable Law, the remainder of this Amendment shall not be affected thereby, and each remaining term or provision of this Amendment shall be valid and enforceable to the fullest extent permitted by applicable Law. 4.3 Ratification. Except as specifically modified by this Amendment, the terms and provisions of the Original Agreement shall remain in full force and effect. Page 14 of 223 Draft 11/6/2025 4934-4689-2664\3 IN WITNESS WHEREOF, the City, the Authority and Developer have caused this Agreement to be duly executed in their names and on their behalf, all on or as of the date first above written. City of Edina, Minnesota By: __________________________________________ James B. Hovland, Mayor By: __________________________________________ Scott H. Neal, City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of _________, 2025, by James B. Hovland and Scott H. Neal, the Mayor and City Manager, respectively, of the City of Edina, Minnesota, on behalf of the City of Edina. _______________________________________ Notary Public [Signature Page to Second Amendment to Redevelopment Agreement (4620 W. 77th Street)] Page 15 of 223 Draft 11/6/2025 [Signature Page to Second Amendment to Redevelopment Agreement (4620 W. 77th Street)] 4934-4689-2664\3 Housing and Redevelopment Authority of Edina, Minnesota By: ______________________________ James B. Hovland, Chair By: ______________________________ James Pierce, Secretary STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of __________, 2025, by James B. Hovland and James Pierce, the Chair and Secretary, respectively, of the Housing and Redevelopment Authority of Edina, Minnesota, on behalf of said Authority. _______________________________________ Notary Public [Signature Page to Second Amendment to Redevelopment Agreement (4620 W. 77th Street)] Page 16 of 223 Draft 11/6/2025 4934-4689-2664\3 4620 LLC, a Minnesota limited liability company By: __________________________________________ Name: ________________________________________ Its: ___________________________________________ STATE OF _______________ ) ) ss. COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this ___ day of ___________, 2025, by ____________________, the _______________ of 4620 LLC, a Minnesota limited liability company, on behalf of the company. Notary Public [Signature Page to Second Amendment to Redevelopment Agreement (4620 W. 77th Street)] Page 17 of 223 d ITEM REPORT Date: December 11, 2025 Item Activity: Information Meeting: Housing & Redevelopment Authority Agenda Number: 6.4 Prepared By: Stephanie Hawkinson, Affordable Housing Development Manager Item Type: Other Department: Community Development Item Title: 2024 Affordable Housing Compliance Report Action Requested: Received the 2024 Affordable Housing Compliance Report Information/Background: In 2015 the City adopted a New Multifamily Affordable Housing Policy that requires new multifamily housing developments requesting a zoning amendment or financial support to either include affordable units in their development or pay a fee in lieu. Eight market-rate developments have affordable units that are leased, for a total of 121 affordable units. Of these eight buildings, two predate the New Multifamily Affordable Housing Policy. In previous reports we included Aria, which also pre-dated the Policy. However, as Aria never fully complied with the intent of the Policy we removed from this list. Neither Aurora, Avidor, Millenium, The Eddie, nor Aria received financial support from the City so their participation to include affordable units was a condition of their land use approval. Year Approved Development # Units # Affordable TIF Financed Affordability Period 2012 Aurora on France 182 10 No 15-years 2015 Millenium 227 11 No 20-years 2017 Nolan Mains 100 10 Yes 15-years 2017 Avidor 165 18 No 15-years 2018 The Lorient 45 3 Yes 15-years 2021 Maison Green 196 20 Yes 21-years 2021 The Eddi 202 21 No 20-years 2022 The Finch 276 28 Pooled 20-years TOTAL 1,393 121 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: • 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 Page 18 of 223 • The affordable units are being rented to households who are income qualified. The review of the prior year’s files takes place over the spring and summer, with corrections, if any, occurring during the fall. Therefore, this report pertains to calendar year 2024. AHC reviewed the files of six of the buildings: Millenium, Nolan Mains, Avidor, The Lorient, Maison Green and The Eddi. Neither Aurora nor the Finch required compliance review: Aurora is reviewed by the State due to their use of Elderly Waivers vouchers for the affordable units and the Finch received their Certificate of Occupancy in 2025. All six remaining apartments were compliant. Resources/Financial Impacts: The City has a contract with Affordable Housing Connections. For apartments developed prior to undertaking compliance review, the City covers the nominal cost. For apartments developed after 2018, the fee for compliance review is included the Redevelopment and Loan Agreements with the developers. Relationship to City Policies: Confirming and verifying that the market rate developments that include affordable units are complying with the New Multihousing Affordable Housing Policy is supported by said policy and the Comprehensive Plan to create and support affordable housing. Budget Pillar: Strong Foundation Reliable Service Livable City Better Together Values Impact: Stewardship As the creation of affordable housing is one variable in determining whether a development is approved either a zoning request and/or financial assistance, it is incumbent upon the City to confirm and verify that the affordable units are indeed affordable and leased to tenants who qualify for affordable housing. Equity Providing affordable housing serves to make Edina more accessible to households who work in Edina, for households who are living in market rate housing and are housing cost burdened, and for households who want to make Edina their home. Supporting Documentation: None Page 19 of 223 d ITEM REPORT Date: December 11, 2025 Item Activity: Approve Meeting: Housing & Redevelopment Authority Agenda Number: 6.5 Prepared By: Stephanie Hawkinson, Affordable Housing Development Manager Item Type: Report & Recommendation Department: Community Development Item Title: Approve Deferred HRA Loan Agreement with CB South Haven Summit Point Limited Partnership Action Requested: Approve Deferred HRA Loan Agreement with CB South Haven Summit Point Limited Partnership Information/Background: On June 13, 2024 via Resolution No. 2024-03, the HRA approved $850,000 in deferred financing for the acquisition and preservation of 3400 Parklawn Avenue and 5010 Summit Point. Together these two buildings provide affordable housing to 129 extremely low-income seniors and individuals with disabilities. CommonBond Communities, a 501 (c) 3 nonprofit corporation, acquired the buildings in 2005 and completed moderate renovations in 2006. No significant improvements have happened since that time. • South Haven is a 100-unit, 7-story property located at 3400 Parklawn Avenue • Summit Point is a 29-unit, 3-story property located at 5010 Summit Avenue • All 129 units have rental assistance with residents paying 30% of their income towards rent. In October of this year, the City Council adopted Resolution Nos. 2025-87 and 2025-94 supporting Hennepin County's use of bond financing and deferred financing to support those two housing sites. All necessary sources of public and private financing have been secured. Approval of the HRA loan documents is the final step prior to closing and rehabilitation of these two properties. The financial structure for rehabilitating these properties includes the use of Low Income Housing Tax Credits which brings in equity. Therefore, a Limited Partnership was formed called CB South Haven Summit Point Limited Partnership, of which CommonBond is the General Partner, who will acquire the properties and be the long-term owner. The source of the HRA's financial participation is Southdale II TIF Pooled Funds. As previously approved in 2024, the loan is deferred coterminous with the first mortgage, 35-years, with 0% interest. Dorsey law firm was retained to prepare the loan documents, including a Mortgage and Note using the buildings as collateral to secure the financing. The loan documents include instructions for the disbursement of funds, the roles and responsibilities of the HRA and borrowers, conditions for default and remedies, as well as other provisions. Resources/Financial Impacts: The source for the previously awarded $850,000 is Southdale 2 TIF Pooled funds. The apartments will be owned by CB South Haven Summit Point Limited Partnership. Relationship to City Policies: Page 20 of 223 The renovation and preservation of Summit Point and South Haven align with the Comprehensive Plan and the Climate Action Plan. CommonBond and their architects have been working closely with the City's Sustainability team Budget Pillar: Better Together Livable City Values Impact: Engagement South Haven and Summit Point have been serving some of the most vulnerable and disenfranchised Edina residents since 2006: very low- income seniors and people with disabilities. This is not the population that traditionally participates in the public process. Public financial support to help with safety and aesthetic improvements of these two buildings symbolizes to these Edina residents that they are an important part of our community. Sustainability Generally renovating buildings is more environmentally sustainable than demolishing with debris going to landfills and building new using natural resources. More specifically, the renovation of South Haven and Summit Point will adhere to the Sustainable Buildings Policy by achieving the required points from Enterprise Green Communities. Health The financing supports affordable housing where the tenant’s portion of the rent is capped at 30% of their income, thus no resident is housing cost burdened which is a source of stress for 49% of Edina renters. The funding will also improve physical health by addressing accessibility, safety and security needs. Stewardship The HRA financial support helped leverage additional public financing for this $45M project. The HRA support is less than 2% of the overall project cost. Equity The refinancing and rehabilitation of both South Haven and Summit Point are necessary for the on-going operation of these two affordable apartments that serve 129 seniors and people with disabilities who have very low-incomes. . Their preservation maintains the ability for the tenants to stay in Edina, with no alternatives if the buildings were to increase the rents to market rate, get sold or demolished n the item report. Supporting Documentation: 1. Deferred HRA Loan Agreement 2. Resolution No. 2024-03 Supporting the Preservation of Affordable Housing at 3400 Parklawn and 5010 Summit Ave 3. Presentation Page 21 of 223 Draft 11/17/2025 4910-3231-7809\5 Deferred HRA Loan Agreement By and Between Housing and Redevelopment Authority of Edina, Minnesota And CB South Haven Summit Point Limited Partnership Page 22 of 223 ii 4910-3231-7809\5 TABLE OF CONTENTS Page Article 1 Definitions ......................................................................................................................................1 Section 1.01. Definitions ..................................................................................................................1 Article 2 The Deferred HRA Loan ................................................................................................................3 Section 2.01. Loan ............................................................................................................................3 Section 2.02. Authorized Use of Loan Proceeds ..............................................................................3 Section 2.03. Repayment ..................................................................................................................3 Section 2.04. Prepayment .................................................................................................................4 Article 3 Conditions Precedent to Advances .................................................................................................4 Section 3.01. Conditions Precedent to Disbursement ......................................................................4 Section 3.02. Disbursement of Deferred HRA Loan Proceeds ........................................................5 Article 4 Covenants, Warranties, Representations and Agreements of Borrower ........................................5 Section 4.01. Enforceable Documents ..............................................................................................5 Section 4.02. Ownership ...................................................................................................................5 Section 4.03. Financial Statements ...................................................................................................5 Section 4.04. Project Rehabilitation .................................................................................................5 Section 4.05. Use of Deferred HRA Loan Proceeds ........................................................................6 Section 4.06. Performance ................................................................................................................6 Section 4.07. Additional Documents ................................................................................................6 Section 4.08. No Prior Liens ............................................................................................................6 Section 4.09. Books and Records .....................................................................................................6 Section 4.10. Reserved .....................................................................................................................6 Section 4.11. Taxes and Assessments ..............................................................................................6 Section 4.12. Expenses of the Project and Properties ......................................................................6 Section 4.13. Evidence of Insurance ................................................................................................7 Section 4.14. Hazardous Waste ........................................................................................................7 Section 4.15. Hours and Wages ........................................................................................................7 Section 4.16. Property Rehabilitation ...............................................................................................7 Section 4.17. Stormwater Discharge and Water Management Plan Requirements ..........................7 Article 5 Defaults and Remedies ...................................................................................................................7 Section 5.01. Events of Default ........................................................................................................7 Section 5.02. Notice of Default ........................................................................................................8 Section 5.03. Remedies ....................................................................................................................8 Section 5.04. Remedies Not Exclusive .............................................................................................9 Section 5.05. Waiver; Forbearance ...................................................................................................9 Section 5.06. Attorneys’ Fees ...........................................................................................................9 Article 6 Additional Provisions .....................................................................................................................9 Page 23 of 223 iii 4910-3231-7809\5 Section 6.01. Indemnification by Borrower .....................................................................................9 Section 6.02. Damage, Destruction and Condemnation ...................................................................9 Section 6.03. Application of Net Proceeds .....................................................................................10 Section 6.04. Insufficiency of Net Proceeds ..................................................................................10 Section 6.05. Cooperation of the Lender ........................................................................................10 Section 6.06. Conflict of Interests/Code of Ethics; Authority Representatives Not Individually Liable .............................................................................................................10 Section 6.07. Equal Employment Opportunity ...............................................................................10 Section 6.08. Prohibited Activity ...................................................................................................11 Article 7 Miscellaneous ...............................................................................................................................11 Section 7.01. Notices ......................................................................................................................11 Section 7.02. Delay and Non-Waiver of Rights .............................................................................12 Section 7.03. Survival of Warranties ..............................................................................................12 Section 7.04. Governing Law .........................................................................................................12 Section 7.05. Counterparts .............................................................................................................12 Section 7.06. Time ..........................................................................................................................12 Section 7.07. Entire Agreement ......................................................................................................12 Section 7.08. Severability ...............................................................................................................12 Section 7.09. Amendments, Changes, Modifications and Related Documents .............................12 Section 7.10. No Joint Venture .......................................................................................................12 Section 7.11. Limitation on Authority Liability .............................................................................12 Section 7.12. Authority Approval; Representatives .......................................................................13 List of Exhibits Exhibit A Legal Description Exhibit B Permitted Encumbrances Exhibit C Deferred HRA Loan Note Exhibit D Deferred HRA Loan Mortgage Exhibit E Disbursement Agreement Exhibit F Form for Request for Notice of Foreclosure Exhibit G Other Project Financing Page 24 of 223 1 4910-3231-7809\5 Deferred HRA Loan Agreement This Deferred HRA Loan Agreement (this “Agreement”) is made and entered into as of this [Dated Date], 202_, by and between CB South Haven Summit Point Limited Partnership, a Minnesota limited partnership (“Borrower”), and the Housing and Redevelopment Authority of Edina, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “Authority” or “Lender”). A. Borrower has submitted a proposal to the City of Edina, Minnesota (the “City”) to acquire and rehabilitate (the “Project”) certain properties serving seniors and people with disabilities with very low incomes; including a 100-unit, 7-story property located at 3400 Parklawn Avenue in the City known as South Haven (“South Haven”) and a 29-unit, 3- story property located at 5010 Summit Avenue in the City known as Summit Point (“Summit Point,” and together with South Haven, the “Properties,” as legally described in Exhibit A). B. The Authority, as Lender, has agreed to loan, and Borrower, has agreed to borrow, upon the terms and conditions of this Agreement, the aggregate amount of up to $850,000 (the “Deferred HRA Loan”) to finance the Project, which Deferred HRA Loan will be funded from certain tax increment generated from the existing Southdale 2 TIF District in accordance with the Special TIF Housing Legislation and other available pooled tax increment. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto hereby agree as follows: Article 1 Definitions Section 1.01. Definitions. For the purposes of this Agreement, the following terms shall have the following meanings: “City” shall mean the City of Edina, a Minnesota municipal corporation. “Date of Closing” shall mean the date on which the Deferred HRA Loan Documents are delivered, the Article 3 “Conditions Precedent to Advances” are met, and the Project status is satisfactory to Lender, which date shall be on or before [Closing Date], 202_. “Deferred HRA Loan” means the loan in the amount of $850,000 loaned to Borrower for the Project by the Lender and the loan made pursuant to this Agreement. “Deferred HRA Loan Documents” shall mean this Agreement, the Deferred HRA Loan Note, the Deferred HRA Loan Mortgage and the request for notice of foreclosure in the form of Exhibit F for the benefit of Lender. “Deferred HRA Loan Mortgage” shall mean the mortgage made by Borrower in favor of Lender and securing the Deferred HRA Loan Note, substantially in the forms of Exhibit D-1 and Exhibit D-2 attached hereto. Page 25 of 223 2 4910-3231-7809\5 “Deferred HRA Loan Note” shall mean the promissory note of Borrower evidencing the Deferred HRA Loan dated as of the Date of Closing in the original principal amount of $850,000, payable to Lender and described in Exhibit C attached hereto. “Deferred HRA Loan Proceeds” shall mean the funds available from the Deferred HRA Loan to be disbursed through this Agreement and used to pay Project Costs. “Disbursement Agreement” shall mean that certain disbursement agreement dated as of the date of this Agreement by and between Lender, Borrower and Title for disbursement of the Deferred HRA Loan Proceeds and described in Exhibit E attached hereto. “First Mortgage Loan” means the Other Project Financing secured by a first mortgage lien on the Project. “Master Disbursement Agreement” means that Master Disbursement Agreement, dated _____________[__], 202_, by and among Borrower, Greater Minnesota Housing Fund, Hennepin County Housing and Redevelopment Authority, the Authority, U.S. Bank Trust Company, National Association, and Guaranty Commercial Title, Inc. “Net Proceeds” shall mean, when used with respect to any insurance or condemnation award, the gross proceeds from the insurance or condemnation award remaining after payment of all expenses incurred to collect such award. “Other Project Financing” shall mean the funding sources listed on Exhibit G. “Other Project Financing Documents” shall mean the documents creating, evidencing or securing the Other Project Financing. “Permitted Encumbrances” shall mean those matters set forth on Exhibit B attached hereto. “Project” shall mean acquisition and rehabilitation of the Properties. “Project Costs” means costs of acquiring and rehabilitating the Properties. “Rehabilitation and Other Documents” shall mean the following documents, all of which shall be in form and substance acceptable to Lender: (b) A signed, itemized and sworn construction/rehabilitation cost statement. (c) A total project cost statement sworn to by the Borrower to be a true, complete and accurate account of all costs actually incurred and a reasonable estimate of costs to be incurred for the rehabilitation portion of the Project. (f) Copies of the Other Project Financing Documents, any subordination agreements between Lender and any holder of any Project Financing, the Master Disbursement Agreement, and the documents providing for all additional funds necessary to pay all Project Costs. (g) Borrower’s organizational documents, including articles of incorporation, bylaws, authorizing resolutions, certificates of good standing, and 501(c)(3) certifications. “Title” shall mean Guaranty Commercial Title, Inc., a Minnesota corporation. Page 26 of 223 3 4910-3231-7809\5 “Unavoidable Delays” shall mean delays in the performance of obligations for construction of the Project Improvements hereunder due to unforeseeable causes beyond the control of Borrower and without its fault or negligence, including but not limited to acts of God, acts of public enemy, the direct result of strikes, other labor troubles, fire, floods, epidemics, quarantines, restrictions, unavailability of power, unavailability of materials, acts of governmental entities including legislative or administrative action, unusually severe weather or delays of subcontractors due to such causes, or other casualty to the improvements and litigation commenced by third parties which by injunction or other similar judicial action directly results in delays and other events beyond the control of Borrower. Article 2 The Deferred HRA Loan Section 2.01. Loan. The Deferred HRA Loan Proceeds are being loaned by Lender to Borrower pursuant to the terms of this Agreement. Borrower accepts the Deferred HRA Loan as a loan pursuant to the terms of this Agreement. Section 2.02. Authorized Use of Loan Proceeds. The Deferred HRA Loan Proceeds shall be used to pay Project Costs. Lender shall not be responsible for any cost overrun which may be incurred by Borrower or others in undertaking the Project. Section 2.03. Repayment. The Deferred HRA Loan shall be evidenced by the Deferred HRA Loan Note, secured by the Deferred HRA Loan Mortgage and repaid with interest as follows: (1) Interest shall accrue on the outstanding principal balance of the Deferred HRA Loan at the rate of zero percent (0%) interest per annum. (2) As of the earlier of (i) the 35-year anniversary of the Date of Closing and (ii) the earlier repayment of refinancing of the First Mortgage Loan, the entire outstanding principal balance of the Deferred HRA Loan, if not previously paid, shall be due and payable in full. (3) At any time prior to the full repayment of the Deferred HRA Loan, the entire unpaid principal balance of the Deferred HRA Loan shall be immediately due and payable upon the occurrence of the earliest of the following Events of Default: (a) The sale, assignment, conveyance, transfer, lease, lien, encumbrance, or refinancing of the Properties by Borrower without the Lender’s prior written consent, except for leases to tenants in the ordinary course of business and the transfer of limited partnership interests in the Borrower pursuant to Borrower’s Partnership Agreement; or (b) Termination of use of the Properties as rental housing for low or moderate income tenants prior to full repayment of the Deferred HRA Loan as required herein; or (c) Any use of the Properties which violates any federal, state or local law, statute, or ordinance, which includes illegal discrimination, pornography, gambling or drug related activities; provided, however, that Borrower shall not be in default as a result of illegal activities at the Properties by tenants of the Properties if Borrower is diligently pursuing all reasonable actions to prohibit such illegal activities; or (d) Default by Borrower in the performance of any other covenant, term or condition of this Agreement; the Note; the Deferred HRA Loan Mortgage; or any other agreement or mortgage relating to or encumbering the Properties. Page 27 of 223 4 4910-3231-7809\5 (4) Upon the occurrence of one of the Events of Default specified above, Lender shall give written notice to Borrower as provided in Section 7.01 of this Agreement, specifying: (i) the event of default; (ii) the action required to cure the event; (iii) a date not less than thirty (30) days from the date the notice is mailed to Borrower by which such default must be cured; and (iv) that failure to cure such default on or before the date specified in the notice may result in acceleration of the Deferred HRA Loan. The limited partner of the Borrower and the lenders of the Other Project Financing shall have the right but not the obligation to cure an Event of Default during the applicable cure period as required herein and such cure shall be accepted or rejected by Lender as though such cure had been performed by Borrower. Section 2.04. Prepayment. Borrower shall have the right, but not the obligation, to prepay without penalty the Deferred HRA Loan, or any portion thereof at any time, and from time to time, prior to the date on which the same become due, as herein provided. Article 3 Conditions Precedent to Advances Section 3.01. Conditions Precedent to Disbursement. The obligation of the Lender to authorize the disbursement of Deferred HRA Loan Proceeds shall be subject to the conditions precedent that Borrower shall be in compliance with the terms of this Agreement and the following conditions: (a) Borrower shall be in compliance with the Deferred HRA Loan Documents. (b) Borrower shall have delivered, without expense to the Lender, the Deferred HRA Loan Documents and the Rehabilitation and Other Documents. (c) Borrower shall have deposited in escrow with Title or otherwise have committed to the satisfaction of Lender one hundred percent (100%) of all equity, loan proceeds or other project funds, including the Other Project Financing, sufficient, together with the Deferred HRA Loan, to pay all unpaid Project Costs. (d) All filing and permit fees, charges, expenses and taxes shall have been paid by Borrower; and all required insurance policies shall be in appropriate amounts, name all insureds, and be in full force and effect as evidenced by the certificates of insurance. (e) Evidence satisfactory to Lender that Borrower has established a separate account ledgering system within the Project’s line-item budgeting for the exclusive purpose of recording the receipt and expenditure of the Deferred HRA Loan Proceeds. (f) No Deferred HRA Loan Proceeds shall be disbursed prior to the Date of Closing. (g) No Event of Default as defined in Section 5.01 or event which would constitute such an Event of Default but for the requirement that notice be given or that a period of grace or time elapse, shall have occurred and be continuing and all representations and warranties made by Borrower in Article 4 shall continue to be true and correct as of the date of such disbursement. (h) No determination shall have been made by Lender or Title that the undisbursed amount of the Deferred HRA Loan Proceeds and the other financing committed to the Project, including the Deferred HRA Loan and the Other Project Financing are less than the amount required to pay all costs and expenses of any kind which reasonably may be anticipated in connection with the completion of the Project, including Projects Costs; or if such a determination Page 28 of 223 5 4910-3231-7809\5 has been made and notice thereof sent to Borrower, Borrower has deposited the necessary funds with Title in accordance with the Disbursement Agreement. (i) The disbursement requirements hereof and of Title set forth in the Disbursement Agreement and the Master Disbursement Agreement for the Project have been satisfied. (j) Borrower shall have provided to Lender such evidence of compliance with all of the provisions of this Agreement as Lender may reasonably request. (k) If required by the Lender or Title, Lender and Title shall be furnished with a statement of Borrower and of contractor, in form and substance required by Lender or Title, setting forth the names, addresses and amounts due or to become due as well as the amounts previously paid to every contractor, subcontractor, person, firm or corporation furnishing materials or performing labor for the construction of the Project. (l) No license or permit necessary for the environment remediation of the Project shall have been revoked or the issuance thereof subjected to challenge before any court or other governmental authority having or asserting jurisdiction thereover. (m) Lender shall have received evidence that all requisite permits and other approvals have been issued. (n) Title shall have received or shall simultaneously receive a lien waiver from each contractor, subcontractor or materials supplier for all work done and for all materials furnished by it for the Project covered by the requested disbursement. Section 3.02. Disbursement of Deferred HRA Loan Proceeds. The Deferred HRA Loan Proceeds shall be disbursed in accordance with disbursement procedures approved by Lender. Lender will authorize disbursements of Deferred HRA Loan Proceeds only for Project Costs, and only after Lender has approved Borrower’s Disbursement Request. Portions of the Deferred HRA Loan Proceeds will be paid by Lender from time to time, and only in the amounts as sufficient to pay Borrower’s approved Disbursement Request, or portions thereof, to Title to be disbursed to Borrower only as required by this Agreement and specifically by the terms of the Disbursement Agreement. Article 4 Covenants, Warranties, Representations and Agreements of Borrower Borrower covenants, warrants, represents and agrees throughout the term of this Agreement: Section 4.01. Enforceable Documents. Borrower is a limited partnership duly organized and in good standing under the laws of the State of Minnesota, is lawfully authorized to acquire, rehabilitate, operate and maintain the Properties and has full power and authority to enter into this Agreement and the Rehabilitation and Other Documents. That this Agreement and the Rehabilitation and Other Documents have all been duly executed and delivered, and assuming due execution and delivery by the other parties thereto, such documents constitute the legally binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. Section 4.02. Ownership. Borrower has good and marketable title in the Properties and has possession of the Properties. Page 29 of 223 6 4910-3231-7809\5 Section 4.03. Financial Statements. The financial statements of Borrower previously or hereafter delivered to the Lender have been prepared in accordance with generally accepted accounting principles and accurately present Borrower’s financial condition as of the date of such statements. Section 4.04. Project Rehabilitation. To the best of Borrower’s knowledge, the rehabilitation of the Properties, both during the work and at the time of completion, will not violate any applicable federal, state or local environmental laws, ordinances, regulations, permits, zoning, subdivision, or use statute, ordinance, building code, rule or regulation, or any covenant or agreement of record. Section 4.05. Use of Deferred HRA Loan Proceeds. All Deferred HRA Loan Proceeds shall be used solely to pay Project Costs incurred by Borrower. Section 4.06. Performance. Borrower will (i) keep, perform, enforce and maintain in full force and effect all of the terms, covenants, conditions and requirements of this Agreement and the Rehabilitation and Other Documents; (ii) not amend, cancel, change, terminate, supplement or waive any of the terms, covenants or conditions of the Rehabilitation and Other Documents, except as herein provided, without the consent of the Lender, which consent will not be unreasonably withheld; and (iii) execute such amendments, modifications and extensions of the Rehabilitation and Other Documents as may be requested by the Lender. Section 4.07. Additional Documents. Borrower will, upon the demand of the Lender, from time to time and at any time, deliver to the Lender updated and recertified copies of the Rehabilitation and Other Documents. Section 4.08. No Prior Liens. Borrower will not grant a security interest in, or create, permit to be created or allow to exist any liens, charges or encumbrances on the Properties other than the Permitted Encumbrances as described on Exhibit B and other loans as described and permitted in the Master Disbursement Agreement for the Project. Section 4.09. Books and Records. Borrower will establish and maintain accurate and complete books, accounts and records pertaining to the Project in manner acceptable to the Lender and Title. The Lender and Title, and their representatives, shall have the right but not the obligation, at all reasonable times to inspect, examine and copy all books and records of Borrower relating to the Project and to inspect all work done, labor performed and material furnished in or about the Project. Notwithstanding the foregoing, Borrower shall be responsible for making inspections to the Project during the course of rehabilitation and shall determine to its own satisfaction that the work done or materials supplied by all contractors have been properly supplied in accordance with the applicable contract. Borrower will hold the Lender harmless and the Lender shall have and has no liability or obligation of any kind to Borrower or creditors of Borrower, in connection with any defective, improper or inadequate workmanship or material brought in or related to the Project, or any mechanic’s liens arising as a result of such workmanship or materials. Section 4.10. Reserved. Section 4.11. Taxes and Assessments. Borrower shall pay and discharge, when due, all taxes, assessments and other government charges upon the Properties, as well as claims for labor and materials which, if unpaid, might by law become a lien or charge upon the Properties; provided, that any such taxes, assessments, charges or claims need not be paid so long as Borrower is contesting such payment in good faith by appropriate proceedings which avoid foreclosure of liens securing such items. Borrower and the Lender agree that, notwithstanding the foregoing, special assessments on the Properties arising out of improvements made thereon in connection with the development of the same will be paid by Borrower in annual installments and will be permitted encumbrances so long as the same are not delinquent. Page 30 of 223 7 4910-3231-7809\5 Section 4.12. Expenses of the Project and Properties. Borrower shall pay the following costs and expenses in connection with the Project and Properties: all hazard and liability insurance premiums, title insurance premiums and servicing fees, bond premiums, recording and filing fees, mortgage registration taxes and the fees and disbursements of counsel for the Lender in the exercise of any right or remedy available to it under this Agreement or otherwise by law or equity. Section 4.13. Evidence of Insurance. Borrower shall at all times maintain in effect and furnish the Lender with policies of and proof of payment of premiums on the insurance policies described in Article 1 hereof. Section 4.14. Hazardous Waste. Borrower has inspected the Properties and, other than as previously disclosed to the Lender in writing, is not aware of, nor has discovered on said Properties any hazardous substances, hazardous wastes, pollutants, or contaminants as those terms are defined under any Federal, State of Minnesota, or local statute, ordinance, code, or regulation, and further warrants that it will not, nor cause to be, nor will allow any other person to deposit, store, dispose of, place, or otherwise locate or allow to be located on or within the Properties, any of the above referenced hazardous substance, except such hazardous substances as are ordinary and necessary for the rehabilitation or operation of the Properties, provided that such use is in accordance with all applicable laws, and that in the event any such hazardous substances are found on or within the Properties, Borrower will indemnify the Lender as provided in Section 6.01 herein. Section 4.15. Hours and Wages. Borrower will cause all contracts entered into by it or by any contractor for rehabilitation of the Properties to comply with the wage and hour standards issued by the United States Secretary of Labor pursuant to the Davis-Bacon Act, 40 U.S.C. Secs. 3141-3147, as amended, and the Contract Work Hours and Safety Standards Act, 40 U.S.C. Secs. 3701 et seq. Section 4.16. Property Rehabilitation. Borrower shall diligently prosecute rehabilitation of the Properties, subject to Unavoidable Delays. Section 4.17. Stormwater Discharge and Water Management Plan Requirements. Borrower shall meet all applicable requirements of Federal and state laws relating to stormwater discharges, including, without limitation, any applicable requirements of Code of Federal Regulations, title 40, parts 122 and 123; and Article 5 Defaults and Remedies Section 5.01. Events of Default. Any of the following events shall constitute an “Event of Default” under this Agreement if such event shall occur anytime between the date of this Agreement and the date the Deferred HRA Loan is fully repaid and satisfied: (a) Borrower shall default in the performance or observance of any agreements or conditions required to be performed or observed by Borrower under the terms of this Agreement; (b) The occurrence of one of the Events of Default specified Section 2.03(3); (c) Any representation or warranty made by Borrower in this Agreement, the Deferred HRA Loan Documents or in any of the Rehabilitation and Other Documents shall prove untrue in any material respect or materially misleading as of the time such representation or warranty was made; Page 31 of 223 8 4910-3231-7809\5 (d) Borrower shall be in default under the terms of the Deferred HRA Loan Documents, Rehabilitation and Other Documents, the Other Project Financing Documents, and any conditions governing the payment of any other funds necessary for the acquisition and rehabilitation of the Properties, and such default shall not be cured by Borrower or waived by the appropriate lender within the period of grace, if any, applicable to such default under the terms of such instruments; (e) Borrower shall become unable to pay its debts as the same become due, or shall make an assignment for the benefit of creditors or shall be adjudicated a bankrupt; or shall file a voluntary petition in bankruptcy or to effect a plan or other arrangement with creditors, or to liquidate assets under court supervision; or shall have applied for or permitted the appointment of a receiver or trustee or custodian for any of the property or assets of Borrower or a trustee, receiver or custodian shall have been appointed for any property or assets of Borrower who shall not have been discharged within sixty (60) days after the date of such appointment, or shall have made application to a court of competent jurisdiction to become dissolved; (f) Execution shall have been levied against the Properties or any lien creditor’s suit to enforce a judgment against the Properties shall have been brought and (in either case) shall continue unstayed and in effect for a period of more than sixty (60) days; or (g) The Properties are materially damaged or destroyed by fire or other casualty and the loss is not adequately covered by insurance proceeds actually collected or in the process of collection, or other funds of Borrower. Section 5.02. Notice of Default. Upon the occurrence of one of the Events of Default as defined in Section 5.01 hereof, the Lender shall give written notice to Borrower as provided in Section 7.01 of this Agreement, specifying: (i) the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date not less than thirty (30) days from the date the notice is mailed to Borrower by which such Event of Default must be cured (except with respect to Section 5.01(d) for which any applicable cure periods shall have already expired); and (iv) that failure to cure such Event of Default on or before the date specified in the notice (except with respect to Section 5.01(d) for which any applicable cure periods shall have already expired) may result in acceleration of the Deferred HRA Loan and appropriate legal action, that may include foreclosure of the Deferred HRA Loan Mortgage. The lenders of the Other Project Financing shall have the right but not the obligation to cure any Event of Default during the applicable cure period and such cure shall be accepted by Borrower as though such cure had been performed by Borrower. Section 5.03. Remedies. Upon the occurrence of any Event of Default as defined in Section 5.01 hereof, and notice as provided in Section 5.02, the Lender, at its option, in addition to any other remedies to which it might by law be entitled to, shall have the right to do one or more of the following: (a) To enter into possession of the Properties and perform any and all work and labor necessary to complete all or any part of the rehabilitation of the Properties, at the cost and expense of Borrower, to operate and manage the Properties, and to do all things necessary or incidental thereto; provided, however, that the Lender shall not be obligated in any way to complete the rehabilitation of the Properties or to pay for costs thereof; (b) To perform such other acts or deeds which may be necessary to cure any default existing under this Agreement, the Deferred HRA Loan Documents, or the Rehabilitation and Other Documents; (c) To cancel this Agreement; Page 32 of 223 9 4910-3231-7809\5 (d) To bring appropriate action to enforce such performance and the correction of such failure or default; (e) To demand Borrower to repay the amount disbursed from the Deferred HRA Loan Proceeds, together with all other sums payable hereunder, immediately due and payable without presentment, demand, protest, notice of dishonor or any other notice; (f) To suspend its performance under this Agreement during the continuance of the Event of Default; or (g) To suspend disbursement of the Deferred HRA Loan Proceeds during the continuance of the Event of Default; or (h) To foreclose the Deferred HRA Loan Note and Deferred HRA Loan Mortgage, or realize upon any other security securing the Deferred HRA Loan. Section 5.04. Remedies Not Exclusive. No right or remedy by this Agreement or by any document or instrument delivered by Borrower pursuant hereto, conferred upon or reserved to the Lender shall be or is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy now or hereafter existing at law or in equity or by statute. Section 5.05. Waiver; Forbearance. Except as the Lender may hereafter otherwise agree in writing, no waiver by the Lender of any breach or default of Borrower, of any of its obligations, agreements or covenants under this Agreement shall be deemed to be a waiver of any subsequent breach of the same, or any other obligation, agreement or covenants under this Agreement, nor shall any forbearance by the Lender to seek a remedy for such breach be deemed a waiver of its rights and remedies with respect to such breach, nor shall the Lender be deemed to have waived any of its rights and remedies unless it be in writing and executed with the same formality as this Agreement. Section 5.06. Attorneys’ Fees. In the event either the Borrower or the Lender commences a legal action to enforce the provisions of this Agreement, the prevailing party in such action shall be entitled, as a part of said action, to recover all its costs and expenses, including reasonable attorneys' fees. Article 6 Additional Provisions Notwithstanding any provisions of this Agreement, which may be construed to be apparently to the contrary, the following provisions shall apply: Section 6.01. Indemnification by Borrower. Borrower will defend, protect, indemnify and save the Lender, its agents, officers and employees harmless from and against any and all liabilities, losses, damages, costs and expenses, whether personal, property, or contractual, including reasonable attorney’s fees, arising out of, or related to, the use, non-use, ownership, or occupancy of the Properties and the rehabilitation, condition or maintenance of the Properties, and from any act or negligence of Borrower, its officers, employees, servants, agents or contractors; provided, however, that nothing herein shall be construed to obligate Borrower to protect, indemnify, and save the Lender and its officers and employees harmless from and against liabilities, losses, damages, costs, expenses (including attorney’s fees) arising from the negligent or tortious acts of the Lender, or any of its agents, employees or officers. Borrower’s liability hereunder shall not be limited to the extent of insurance carried by or provided by Borrower or Page 33 of 223 10 4910-3231-7809\5 subject to any exclusions from coverage in any insurance policy. The obligations of Borrower under this Section shall survive the termination of this Agreement. Section 6.02. Damage, Destruction and Condemnation. If, (i) the Properties or any portion thereof are destroyed (in whole or in part) or are damaged by fire or other casualty or (ii) title to or any interest in, or the temporary use of, the Properties or any part thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, and Borrower is unable to complete the rehabilitation of the Properties due to fire or other casualty or condemnation, the Lender shall not be obligated to continue to disburse any Deferred HRA Loan Proceeds and may, at the Lender’s option, terminate this Agreement. Section 6.03. Application of Net Proceeds. All Net Proceeds shall be applied in one or more of the following ways as shall be elected by Borrower in a written notice to the Lender: To the prompt repair, restoration, modification or improvement of the Properties by Borrower. Any balance of the Net Proceeds remaining after such work has been completed shall be used first to repay the Other Project Financing that has priority over the Deferred HRA Loan pursuant to one ore more subordination agreements or by virtue of lien priority under applicable law, then to repay the Deferred HRA Loan, then to repay the Other Project Financing that is subordinate to the Deferred HRA Loan pursuant to one ore more subordination agreements or by virtue of lien priority under applicable law. Section 6.04. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 6.03 hereof, Borrower will elect in a written notice to the Lender to (a) terminate this Agreement, or (b) complete the work and pay any cost in excess of the amount of the Net Proceeds. Borrower agrees that if by reason of any such insufficiency of the Net Proceeds, Borrower shall make any payments pursuant to the provisions of this Section, Borrower shall not be entitled to any reimbursement therefore from the Lender, nor shall Borrower be entitled to any diminution of the amounts payable under Section 2.02 hereof. Section 6.05. Cooperation of the Lender. The Lender shall cooperate fully with Borrower at the expense of Borrower in filing any proof of loss with respect to any insurance policy covering the casualties described in Section 6.03 hereof and in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Properties or any part thereof or any property of Borrower in connection with which the Properties are used and will, to the extent it may lawfully do so, permit Borrower to litigate in any proceeding resulting therefrom in the name and behalf of the Lender. In no event will the Lender voluntarily settle, or consent to the settlement of, any proceeding arising out of any insurance claim or any prospective or pending condemnation proceeding with respect to the Properties or any part thereof without the written consent of Borrower so long as there has not occurred and is continuing an Event of Default hereunder. Section 6.06. Conflict of Interests/Code of Ethics; Authority Representatives Not Individually Liable. (a) No member, official, or employee of the Authority or the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his personal interests or the interest of any corporation, partnership, or association in which he is, directly or indirectly, interested. No member, official, or employee of the Authority or the City shall be personally liable to Borrower or any successor in interest, in the event of any default or breach by the Authority or for any amount which may become due to Borrower or successor or on any obligations under the terms of this Agreement. Page 34 of 223 11 4910-3231-7809\5 Section 6.07. Equal Employment Opportunity. Borrower agrees for itself and its successors and assigns, that: (a) Borrower will comply with applicable federal, state and local laws, rules and regulations regarding equal employment opportunities, including nondiscrimination provisions contained in Chapter 181, Minnesota Statutes, the Americans with Disabilities Act of 1990 (as amended), Section 109 of the Housing and Community Development Act of 1974 (as amended), the Age Discrimination Act of 1975 (as amended) and Executive Order 11246, as amended by Executive Order 12086. (b) Borrower is committed to the concept of equal opportunity in both participation by women and minority business enterprises and employment of women and minorities, and agrees that the affirmative action program of Borrower is binding on Borrower. (c) For three (3) years from the date of this Agreement, Borrower will include the provisions of this Section in every contract or purchase order, and will require the inclusion of these provisions in every subcontract entered into by any of its contractors for the rehabilitation portion of the Project, so that such provisions will be binding upon each such contractor, subcontractor, or vendor, as the case may be. Borrower will take such action with respect to any construction contract, subcontract, or purchase order as City may direct as a means of enforcing such provisions, including sanctions for noncompliance. (d) In the event of the Borrower’s noncompliance with these nondiscrimination clauses, the contract may be cancelled, terminated, or suspended, in whole or in part. Section 6.08. Prohibited Activity. Borrower and its successors and assigns agree that they are prohibited from using Deferred HRA Loan Proceeds provided herein or personnel employed in the administration of the activities funded hereunder for political activities, sectarian, religious, or antireligious activities, lobbying, political patronage, nepotism, unionization or antiunionization activities. Borrower may not force any employees to be placed into or remain working in any position that is affected by a labor dispute. Article 7 Miscellaneous Section 7.01. Notices. All notices provided for herein shall be in writing and shall be deemed to have been given when delivered personally or when deposited in the United States mail, registered or certified, postage prepaid, addressed as follows: If to Borrower: CB South Haven Summit Point Limited Partnership 1080 Montreal Avenue St. Paul, MN 55116 Attention: Heidi Rathmann-Smith with copies to: Winthrop & Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 Attention: Erin Mathern Cinnaire Fund for Housing Limited Partnership 41 c/o Cinnaire-44, Inc., its General Partner 1118 South Washington Page 35 of 223 12 4910-3231-7809\5 Lansing, MI 48910 Attention: [ ] Applegate & Thorne-Thomsen, P.C. 425 South Financial Place, Suite 1900 Chicago, IL 60605 Attention: Elizabeth Warren-Mikes, Esq. If to Lender: Housing and Redevelopment Authority of Edina, Minnesota 4801 West 50th Street Edina, MN 55424 Attention: Executive Director with a copy to: Dorsey & Whitney LLP Attention: Grant Turpin 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402 If to Title: Guaranty Commercial Title, Inc. 465 Nicollet Mall, Suite 230 Minneapolis, MN 55402 Phone: (612) 746-0412 Attn: Wendy Ethen or addressed to any such party at such other address as such party shall hereafter furnish by notice to the other parties as above provided. Section 7.02. Delay and Non-Waiver of Rights. The provisions of this Agreement shall inure to the benefit of and be binding upon Borrower and the Lender and their respective successors and assigns. No delay on the part of the Lender in exercising any right, power or privilege shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege constitute such waiver nor exhaust the same, which shall be continuing. The rights and remedies of the Lender specified in this Agreement shall be in addition to and not exclusive of any other right and remedies which the Lender, by operation of law, would otherwise have. Section 7.03. Survival of Warranties. All agreements, representations and warranties made in this Agreement shall survive its execution, and the execution of the Deferred HRA Loan Documents, and shall continue until the Lender receives payment in full for all indebtedness of Borrower incurred under this Agreement, unless this Agreement is terminated as herein provided. Section 7.04. Governing Law. This Agreement shall be construed and enforced according to and governed by the laws of the State of Minnesota. Section 7.05. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute a single agreement, any one of which bearing signatures of all parties shall be deemed an original. Section 7.06. Time. Time is of the essence in the performance of this Agreement. Page 36 of 223 13 4910-3231-7809\5 Section 7.07. Entire Agreement. This Agreement contains the entire agreement of the parties hereto on the matters covered herein. No other agreement, statement or promise made by any party or by any employees, officer, or agent of any party hereto that is not in writing and signed by all the parties to this Agreement shall be binding. Section 7.08. Severability. If any term, condition or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held to be invalid or unenforceable, the remainder thereof and the application of such term, provision and condition to persons or circumstances other than those as to whom it shall be held invalid or unenforceable shall not be affected thereby, and this Agreement and all the terms, provisions and conditions hereof shall, in all other respects, continue to be effective and to be complied with to the full extent permitted by law. Section 7.09. Amendments, Changes, Modifications and Related Documents. This Agreement may be amended or any of its terms modified only by written amendment authorized and executed by the Authority and the Borrower. The Executive Director and Secretary of the Authority, or their respective designees, are authorized to execute and deliver amendments and any documents related to this Agreement on behalf of the Authority without need for approval from the Board of the Authority. Section 7.10. No Joint Venture. The relationship between the Lender and Borrower is solely that of lender and borrower and is not, nor shall it be deemed to create, a partnership or joint venture in the Project. Section 7.11. Limitation on Authority Liability. No provisions contained in this Agreement nor any agreement, covenant or undertaking by the Authority contained in any document executed by the Authority in connection with the Project or the Properties shall give rise to any pecuniary liability of the Authority or charge against its general credit or taxing powers or shall obligate the Authority financially in any way except with respect to the funding of the Deferred HRA Loan Proceeds. Section 7.12. Authority Approval; Representatives. Unless the Board of the Authority determines otherwise in its discretion, whenever this Agreement provides for approval by or consent of the Authority, such approval or consent shall be given by and effective upon action, respectively, by the Executive Director of the Authority or their designee, unless (a) this Agreement explicitly provides for approval or consent by the Board of the Authority, (b) approval or consent by the Board of the Authority is required by applicable Law, or (c) the approval or consent, in the opinion of the Executive Director, would result in a material change in the terms of this Agreement. (Signature pages follow.) Page 37 of 223 [Signature Page to Deferred HRA Loan Agreement] 4910-3231-7809\5 IN FURTHERANCE WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. BORROWER: CB SOUTH HAVEN SUMMIT POINT LIMITED PARTNERSHIP, a Minnesota limited partnership By: CB SHSP LLC, a Minnesota limited liability company, Its: General Partner By: Heidi Rathmann-Smith Its Chief Manager/President Page 38 of 223 [Signature Page to Deferred HRA Loan Agreement] 4910-3231-7809\5 LENDER: HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA By: __________________________________________ James B. Hovland, Chair By: __________________________________________ James Pierce, Secretary Page 39 of 223 [Exhibit A to Deferred HRA Loan Agreement] 4910-3231-7809\5 EXHIBIT A LEGAL DESCRIPTION OF PROPERTIES Tract A (South Haven) Lot 1, Block 1, Eden Place Addition, except that part embraced within The Crescent at Centennial Lakes, according to the recorded plats thereof, Hennepin County, Minnesota. (Abstract Property) Tract B (Summit Point) Parcel 1 Lot 1, Block 1, Summit Place, Hennepin County, Minnesota. Parcel 2 Non-exclusive easement for ingress and egress purposes as contained in Easement Agreement dated June 30, 1986, recorded July 24, 1986 in the office of the County Recorder as Document No. A5133987 and recorded July 24, 1986 in the office of the Registrar of Titles as Document No. T1741463. (Abstract and Torrens Property-Certificate of Title No. 1174484) Page 40 of 223 [Exhibit B to Deferred HRA Loan Agreement] 4910-3231-7809\5 EXHIBIT B PERMITTED ENCUMBRANCES 1. Liens for taxes and special assessments not then delinquent, or delinquent but being contested by the Borrower. 2. Utility, access and other easements and rights-of-way, restrictions and exceptions that the Borrower certifies will not interfere with or impair the operation of the Properties. 3. Any mechanic’s, laborer’s, materialman’s, supplier’s, or vendor’s lien or right in respect thereof if payment is not yet due under the contract in question or if such lien is being contested in accordance with the Loan Documents. 4. Any building, zoning and subdivision ordinances and any other applicable development, pollution control, water conservation and other laws, regulations, rules and ordinances of the Federal Government and State of Minnesota and respective agencies thereof and the political subdivisions in which the Properties are located. 5. Other encumbrances agreed to by Lender as listed on Lender’s pro-forma Title Policy as of the Date of Closing. . Page 41 of 223 [Exhibit C to Deferred HRA Loan Agreement] 4910-3231-7809\5 EXHIBIT C FORM OF DEFERRED HRA LOAN NOTE PROMISSORY NOTE $850,000 Edina, Minnesota [Dated Date], 202_ FOR VALUE RECEIVED, the undersigned (herein called the “Borrower”), promises to pay to the order of the Housing and Redevelopment Authority of Edina, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota (herein called the “Lender”), or its assigns, the sum of $850,000 (herein called the “Loan Funds”), at the rate of zero percent (0%) interest per annum. Said sum was made available to the Borrower by that certain Deferred HRA Loan Agreement dated [Dated Date], 2025 (the “Deferred HRA Loan Agreement”), between the Lender and the Borrower to acquire and rehabilitate (the “Project) the properties located at 3400 Parklawn Avenue and 5010 Summit Avenue in the City of Edina, Minnesota (the “Properties”), and each legally described in the Deferred HRA Loan Mortgage (define below). Unless otherwise set forth herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Deferred HRA Loan Agreement. The entire principal amount of this Note and accrued interest thereon shall be due and payable on or before the earlier of (i) the 35-year anniversary of the Date of Closing and (ii) the earlier repayment of refinancing of the First Mortgage Loan; provided, however, that at any time prior to the full repayment of the Deferred HRA Loan, the entire outstanding principal balance will be immediately due and payable upon the occurrence of any one of the following events of default: (a) The sale, assignment, conveyance, transfer, lease, lien, encumbrance, or refinancing of the Properties by Borrower without the Lender’s prior written consent, except for leases to tenants in the ordinary course of business or transfers of limited partnership interests in the Borrower pursuant to Borrower’s Partnership Agreement; or (b) Termination of use of the Properties as rental housing for low or moderate income tenants prior to full repayment of the Deferred HRA Loan as required herein; or (c) Any use of the Properties which violates any federal, state or local law, statute, or ordinance, which includes illegal discrimination, pornography, gambling or drug related activities; provided, however, that Borrower shall not be in default as a result of illegal activities at the Properties by tenants of the Properties if Borrower is diligently pursuing all reasonable actions to prohibit such illegal activities; or (d) Default by Borrower in the performance of any other covenant, term or condition of this Agreement; the Note; the Deferred HRA Loan Mortgage; or any other agreement or mortgage relating to or encumbering the Properties. Upon the occurrence of one of the events specified above, the Lender shall mail notice to the Borrower specifying: (1) the event of default; (2) the action required to cure such event; (3) a date not less than thirty (30) days from the date the notice is mailed to the Borrower by which date such default must be cured; and (4) that failure to cure such default on or before the dates specified in the notice may result in Page 42 of 223 [Exhibit C to Deferred HRA Loan Agreement] 4910-3231-7809\5 acceleration of the Deferred HRA Loan. The limited partner of the Borrower and the lenders of the Other Project Financing shall have the right, but not the obligation to cure any event of default during the applicable cure period. If suit is instituted by Lender, its successors or assigns to recover on this Note, the undersigned agrees to pay all costs of such collection including reasonable attorney’s fees and court costs. Demand, protest and notice of demand and protest are hereby waived and the undersigned waives, to the extent authorized by law, any and all homestead and other exemption rights which otherwise would apply to the debt evidenced by this Note. This Note is secured by a mortgage (“Deferred HRA Loan Mortgage”) of the real property described in Exhibit A attached hereto of even date herewith and duly filed for record in the office of the County Recorder and/or Registrar of Titles in and for Hennepin County in the State of Minnesota, and reference is made to the Deferred HRA Loan Mortgage for the rights of the Lender as to the acceleration of the indebtedness evidenced by this Note. Notwithstanding anything in this Note to the contrary, and except for fraud or willful misconduct, no recourse shall be had for the payment of the principal of, or interest in, against the Borrower or any partner, legal representative, heir, estate, successor or assign of any thereof. The Lender agrees to look solely to the collateral given as security for payment of this Note. This Note shall be governed by and construed in accordance with the laws of the State of Minnesota. IN WITNESS WHEREOF, this Note has been duly executed by the undersigned, as of the day and year above first written. BORROWER: CB SOUTH HAVEN SUMMIT POINT LIMITED PARTNERSHIP, a Minnesota limited partnership By: CB SHSP LLC, a Minnesota limited liability company, Its: General Partner By: Heidi Rathmann-Smith Its Chief Manager/President Page 43 of 223 [Exhibit D to Deferred HRA Loan Agreement] 4910-3231-7809\5 EXHIBIT D FORM OF DEFERRED HRA LOAN MORTGAGE THIS INSTRUMENT IS EXEMPT FROM REGISTRATION TAX UNDER MINN. STAT. §287.04(f) COMBINATION LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, AND FIXTURE FINANCING STATEMENT THIS INDENTURE (this “Mortgage”), is made this [Dated Date], 2025, by COMMONDBOND COMMUNITIES, a Minnesota nonprofit corporation (“Mortgagor,” regardless of whether one or more persons or entities), for the benefit of HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA, a public body corporate and politic organized and existing under the laws of the State of Minnesota (“Mortgagee”). WITNESSETH, that Mortgagor, in accordance with the terms of the Loan Agreement by and between Mortgagor, as borrower, and Mortgagee, as lender, dated as of even date herewith (the “Loan Agreement”) and in consideration of the advances to be made under the Promissory Note (the “Note”) executed by Mortgagor and payable to the order of Mortgagee dated as of even date herewith and due December 31, 2061 (or such earlier date set forth in the Loan Agreement) (the “Maturity Date”) of a principal indebtedness of $850,000.00, does hereby mortgage, grant, bargain, sell, and convey unto Mortgagee, its successors and assigns, forever, the following (all of the following being hereinafter collectively referred to as the “Premises”): A. REAL PROPERTY All of Mortgagor’s right, title and interest in and to the tracts or parcels of real property, as more fully described in Exhibit “A” attached hereto and made a part hereof, together with all the estates and rights in and to the real property and in and to lands lying in streets, alleys, and roads adjoining the real property and all buildings, structures, improvements, fixtures, and annexations, access rights, easements, rights-of-way or use, servitudes, licenses, tenements, hereditaments, and appurtenances now or hereafter belonging or pertaining to the real property; and B. PERSONAL PROPERTY Together with all buildings, equipment, fixtures, building supplies and materials, and personal property now or hereafter owned by Mortgagor, attached to, placed in and necessary to the use of the improvements on the Premises, including, but without being limited to, all machinery, fittings, fixtures, apparatus, equipment, or articles used to supply heating, gas, electricity, air conditioning, water, light, waste disposal, power, refrigeration, ventilation, and fire and sprinkler protection, as well as all elevators, escalators, overhead cranes, hoists, and assists, and the like, supplies, awnings, blinds and shades, draperies and curtains, stoves and ranges, maintenance and repair equipment, floor coverings, screen and storm windows, shrubbery and plants (it being understood that the enumeration of any specific articles of property shall in no way be held to exclude any items of property not specifically enumerated), as well as renewals, replacements, proceeds, additions, accessories, increases, parts, fittings, and substitutes thereof, together with all interest of Mortgagor in any such items hereafter acquired, all of which personal property Page 44 of 223 [Exhibit D to Deferred HRA Loan Agreement] 4910-3231-7809\5 mentioned herein shall be deemed fixtures and accessory to the freehold and a part of the realty and not severable in whole or in part without material injury to the Premises, but excluding therefrom the trade fixtures, inventory, and removable personal property of any tenant or licensee of the Premises; and C. RENTS. LEASES, AND PROFITS Together with all rents and profits now due or which may hereafter become due under or by virtue of and together with all right, title and interest of Mortgagor in and to any lease, license, sublease, or agreement, whether written or verbal, for the use or occupancy of the Premises or any part thereof; and D. JUDGMENTS AND AWARDS Together with any and all awards or compensation made by any governmental or other lawful authorities for the taking or damaging by eminent domain or the whole or any part of the Premises, including any awards for a temporary taking, change of grade of streets, or taking of access. AND MORTGAGOR does covenant with Mortgagee, its successors and assigns, that Mortgagor is lawfully seized of the Premises and has good right to sell and convey the same; that Mortgagee, its successors and assigns, shall quietly enjoy and possess the Premises; that Mortgagor will warrant and defend the title to the same against all lawful claims not specifically set forth as permitted encumbrances in Exhibit “B” (the “Permitted Encumbrances”) attached hereto and made a part hereof; and that all buildings, improvements, and fixtures now or hereafter located on the Premises are, or will be, located entirely within the boundaries of the Premises. TO HAVE AND TO HOLD THE SAME, together with the possession and right of possession of the Premises, unto Mortgagee, its successors and assigns, forever. PROVIDED, NEVERTHELESS, that if Mortgagor strictly observes and performs all of the covenants, agreements, and provisions of this Mortgage, the Loan Agreement, the Note, and any other Deferred HRA Loan Documents, or if Mortgagor shall pay or cause to be paid all the indebtedness, plus accrued interest, secured by this Mortgage, including any renewals or extensions thereof, following or due to default by Mortgagor on said covenants, agreements, and provisions, then this Mortgage and the estate, right, and interest of Mortgagee in the Premises shall become null and void; otherwise this Mortgage shall be and remain in full force and effect. AND IT IS FURTHER COVENANTED AND AGREED AS FOLLOWS: ARTICLE 1 GENERAL COVENANTS, AGREEMENT, WARRANTIES Section 1.1 DEFINITIONS. Unless otherwise set forth herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Loan Agreement. In the event of a conflict or inconsistency between the provisions contained in the Loan Agreement and this Mortgage, the provisions of the Loan Agreement shall prevail. Section 1.2 OBSERVANCE OF COVENANTS. Mortgagor will duly and punctually perform and observe all of the covenants, agreements, and provisions contained herein, in the Note, the Loan Documents, and any other instrument given as security for the payment of the Note. Section 1.3 USE OF PREMISES. Mortgagor will not permit or suffer the use of any of the Premises for any purpose other than the use for which the same is intended at the time of execution of this Page 45 of 223 [Exhibit D to Deferred HRA Loan Agreement] 4910-3231-7809\5 Mortgage. Mortgagor will keep the buildings and other improvements now or hereafter erected on the land in good repair and condition, ordinary wear, tear and depreciation excepted. Mortgagor will not commit or permit waste, will not alter the design or structural character of any building now or hereafter erected on the land without the prior written consent of Mortgagee except the construction to be performed in accordance with the plans approved by Mortgagee, will not do any act or thing which would unduly impair or depreciate the value of the Premises, and will not vacate or abandon the Premises. Mortgagor will not remove from the Premises any fixtures or personal property included in the Premises unless the same is immediately replaced with like property, subject to the lien and security interest of this Mortgage, of at least equal value and utility. Section 1.4 COMPLIANCE WITH LAWS. The improvements made and to be made upon the Premises and all plans and specifications shall comply with all municipal ordinances and regulations made or promulgated by lawful authority, and the same will, upon completion, comply with all such municipal ordinances and regulations and all applicable federal regulations, and with all rules of the applicable fire rating or inspection organization, bureau, association, or office, which are now or may hereafter become applicable. Section 1.5 LIENS. Mortgagor will keep the Premises free from all liens, other than the Permitted Encumbrances, such as those presented in the activity budget prior to loan closing, whether superior or subordinate to this Mortgage, and upon written demand of Mortgagee, will promptly pay and procure the release of any lien other than Permitted Encumbrances, whether arising prior or subsequent to the execution of this Mortgage, which in any way, in the judgment of Mortgagee, may impair the security of this Mortgage; but Mortgagor need not discharge any such lien so long as Mortgagor shall agree to pay the obligation secured by such lien in a manner acceptable to Mortgagee, or shall in good faith contest such lien by appropriate legal proceedings which shall operate to prevent the enforcement of the lien and the loss of any of the Premises. Section 1.6 MORTGAGOR’S DUTY TO PAY TAXES. Mortgagor will pay, before a fine or penalty might attach for nonpayment thereof, all taxes and assessments and all other charges whatsoever levied upon or assessed, placed, or made against the Premises; provided, however, that Mortgagor need not discharge any such taxes or assessments so long as Mortgagor shall agree to pay them in a manner acceptable to Mortgagee, or shall in good faith contest them by appropriate legal proceedings which shall operate to prevent the enforcement of any lien in connection therewith and the loss of any of the Premises. Mortgagor, upon request by Mortgagee, will promptly deliver to Mortgagee any receipts for the payment of such charges. Mortgagor likewise will pay all taxes, assessments and other charges, levied upon or assessed, placed or measured by, this Mortgage, or the recordation hereof, or the indebtedness secured hereby. Section 1.7 MORTGAGEE’S OPTION TO PAY. In the event of Mortgagor’s failure to pay any governmental or municipal charge, Mortgagee may, but shall not be required to, pay any such levy, lien, or charge before the same becomes delinquent or subject to interest or penalties and in default thereof if, in the reasonable opinion of Mortgagee, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed. Section 1.8 MORTGAGOR’S DUTY TO PAY UTILITIES. Mortgagor will pay all charges made by utility companies, public or private, for electricity, gas, heat, water, or sewer furnished to or used in connection with the Premises or any part thereof (other than utilities separately metered to individual tenant at the Premises) and, upon request by Mortgagee, will promptly deliver to Mortgagee receipts for the payment of such charges. Page 46 of 223 [Exhibit D to Deferred HRA Loan Agreement] 4910-3231-7809\5 Section 1.9 PROTECTION OF SECURITY. Mortgagor agrees to promptly notify Mortgagee of and appear in and defend any suit, action, or proceeding that affects the value of the Premises, the indebtedness secured hereby, or the rights or interest of Mortgagee hereunder. Mortgagee, at its option, shall be subrogated to any encumbrance, lien, claim, or demand, and to all the rights and securities for the payment thereof, paid, or discharged with the principal sum secured hereby, or by Mortgagee under the provisions hereof, and any such subrogation rights shall be additional and cumulative security for this Mortgage. Section 1.10 ADDITIONAL ASSURANCES. Mortgagor agrees, upon reasonable request by Mortgagee, to execute and deliver such further instruments, financing statements under the Uniform Commercial Code, and assurances and to do such further acts as may be necessary or proper to carry out more effectively the purposes of this Mortgage, and, without limiting the foregoing, to make subject to the lien hereof any property agreed to be subjected hereto or covered by the granting clause hereof, or intended so to be. Mortgagor agrees to pay any recording fees, filing fees, stamp taxes or other charges arising out of or incident to the filing or recording of the Mortgage, such further assurances and instruments, and the issuance and delivery of the Note. Section 1.11 RESTRICTIONS ON TRANSFER OF TITLE. Mortgagor shall not cause, enable, or permit a transfer of its leasehold interest in the Premises, or any part thereof, without first obtaining Mortgagee’s written consent, which consent will not be unreasonably, withheld or delayed. If such transfer occurs, Mortgagee shall have the right, at its option, to declare the unpaid principal balance of the Note, together with all sums advanced hereunder, immediately due and payable without notice. If such a transfer occurs, Mortgagee is hereby authorized and empowered to deal with any such buyer, transferee, or lessee with reference to the Premises or the indebtedness secured hereby, or with reference to any of the terms and conditions hereof, as fully and to the same extent as it might deal with the original parties hereto, without in any way releasing or discharging any of the liabilities or undertakings hereunder, and without giving notice to any person, firm, or corporation. This restriction on transfer of title does not apply to the ordinary leasing of individual units. Furthermore, this Section 1.11 shall not prevent or restrict transfers of partnership interests in the Mortgagor (or transfers of beneficial interests in the limited partner of Mortgagor (“Limited Partner”)), or the appointment of a substitute or additional general partner of Mortgagor, in accordance with Section 8.3 of this Mortgage. Section 1.12 NO JUNIOR FINANCING. Mortgagor will not, without the prior written consent of Mortgagee, grant or create any mortgage lien or consensual security interest on the Premises other than the lien and security interest of this Mortgage, and in the Permitted Encumbrances set forth on Exhibit “B”; however, such consent will not be unreasonably withheld or delayed. ARTICLE 2 ASSIGNMENT OF LEASES AND RENTS Section 2.1 PERFORMANCE OF LEASES. Mortgagor, at Mortgagor’s own cost and expense, will perform, comply with, and discharge all of the obligations of Mortgagor under any leases or agreements for the use of the Premises in all material respects and use Mortgagor’s best efforts to enforce or secure the performance of each obligation and undertaking of the respective tenants under any such leases and will appear in and defend, at Mortgagor’s own cost and expense, any action or proceeding arising out of or in any manner connected with Mortgagor’s interest in any leases of the Premises. Mortgagor will observe and comply with all provisions of law applicable to the operation and ownership of the Premises, including, without limitation, all applicable provisions of Minn. Stat. §504B.178 with respect to any security deposits received by it and all covenants required of it by provisions of Minn. Stat. §504.B.161. Mortgagor shall permit no assignment of any of said leases, unless the right to assign is expressly reserved under the lease. Page 47 of 223 [Exhibit D to Deferred HRA Loan Agreement] 4910-3231-7809\5 Mortgagor shall not collect or accept any installment of rent for more than one month in advance of its due date. Section 2.2 PROTECTION OF SECURITY OF THIS MORTGAGE. If Mortgagor fails to perform or observe any material covenant or agreement contained in this Mortgage, then Mortgagee, but without obligation to do so and without releasing Mortgagor from any obligation hereunder, subject to the rights of senior lienholders, may make or do the same in such manner and to such extent as Mortgagee may deem appropriate to protect the security hereof, including, specifically, without limiting its general powers, the right to appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Mortgagee, and also the right to perform and discharge each and every obligation, covenant, and agreement of Mortgagor contained in the leases and in exercising any such powers to pay necessary costs and expenses, employ counsel, and pay reasonable attorneys’ fees. Mortgagor will pay immediately upon demand all sums expended by Mortgagee under the authority of this Mortgage, together with interest thereon as provided in the Note, and the same shall be added to said indebtedness and shall be secured by this Mortgage. Section 2.3 PRESENT ASSIGNMENT. Subject to the rights of senior lien holders, this Mortgage shall constitute a perfected, absolute, and present assignment, provided that Mortgagor shall have the right to collect, but not prior to accrual, all of the rents, and to retain, use, and enjoy the same unless and until an Event of Default shall occur under this Mortgage. Subject to the rights of senior lien holders, any rents which accrue prior to an Event of Default under this Mortgage but are paid thereafter shall be paid to Mortgagee. Section 2.4 DEFAULT AND REMEDIES. Upon the occurrence of any Event of Default specified in this Mortgage, Mortgagee, at its option, at any time, subject to applicable cure periods and the rights of senior lien holders: (a) May, in the name, place, and stead of Mortgagor, (i) enter upon, manage, and operate the Premises, or retain the services of one or more independent contractors to manage and operate all or part of the Premises; (ii) make, enforce, modify, and accept surrender of the leases; (iii) obtain or evict tenants; collect, sue for, fix, or modify the rents; and enforce all rights of Mortgagor under the leases; and (iv) perform any and all other acts that may be necessary or proper to protect the security of this Mortgage. (b) May, with or without exercising the rights set forth in subparagraph (a) above, give, or require Mortgagor to give, notice to any or all tenants under the leases authorizing and directing the tenants to pay all rents under the lease directly to Mortgagee. (c) May, without regard to waste, adequacy of the security, or solvency of Mortgagor, apply for, and Mortgagor hereby consents to, the appointment of a receiver of the Premises, whether or not foreclosure proceedings have been commenced under this Mortgage, and if such proceedings have been commenced, whether or not a foreclosure sale has occurred. The exercise of any of the foregoing rights or remedies and the application of the rents, profits, and income pursuant this Article, shall not cure or waive any Event of Default (or notice of default) under this Mortgage nor invalidate any act done pursuant to such notice. Section 2.5 APPLICATION OF RENTS, PROFITS, AND INCOME. After an Event of Default which is not cured within the applicable cure period under the Loan Agreement, all rents collected by Mortgagee or the receiver each month shall be applied as follows: Page 48 of 223 [Exhibit D to Deferred HRA Loan Agreement] 4910-3231-7809\5 (a) To payment of all reasonable fees of the receiver approved by the court; (b) To payment of all tenant security deposits then owing to tenants under any of the Leases pursuant to the provision of Minn. Stat. §504B.178; (c) To payment of all prior or current real estate taxes and special assessments with respect to the Premises; (d) To payment of all premiums then due for the insurance required by the provisions of this Mortgage; (e) To payment of expenses incurred for normal maintenance of the Premises; (f) If received prior to any foreclosure sale of the Premises, to Mortgagee for payment of the indebtedness secured by this Mortgage, but no such payment made after acceleration of the indebtedness shall affect such acceleration; and (g) If received during, or with respect to, the period of redemption after a foreclosure sale of the Premises: (1) If the purchaser at the foreclosure sale is not Mortgagee, first to Mortgagee to the extent of any deficiency of the sale proceeds to repay the indebtedness secured by this Mortgage, second to the purchaser as a credit to the redemption price, but if the Premises is not redeemed, then to the purchaser of the Premises; and (2) If the purchaser at the foreclosure sale is Mortgagee, to Mortgagee to the extent of any deficiency of the sale proceeds to repay the indebtedness secured by this Mortgage, and the balance to be retained by Mortgagee as a credit to the redemption price, but if the Premises is not redeemed, then to Mortgagee whether or not any such deficiency exists. Section 2.6 SURVIVAL OF RIGHTS AND OBLIGATIONS. The entering upon and taking possession of the Premises, the collection of such rents and profits, and the application thereof as aforesaid shall not cure or waive any default under this Mortgage nor in any way operate to prevent Mortgagee from pursuing any other remedy which it may now or hereafter have under the terms of this Mortgage, nor shall it in any way be deemed to constitute the Mortgagee a mortgagee-in-possession. The rights and powers of Mortgagee hereunder shall remain in full force and effect, both prior to and after any foreclosure of this Mortgage and any sale pursuant thereto, and until expiration of the period of redemption from said sale, regardless of whether a deficiency remains from said sale. The rights contained herein are in addition to and shall be cumulative with the rights given in this Mortgage and in any separate instrument, if any, assigning any leases, rents, and profits of the Premises and shall not amend or modify the rights in any such separate agreement. Section 2.7 NO LIABILITY FOR MORTGAGEE. Mortgagee shall not be obligated to perform or discharge, nor does it hereby undertake to perform or discharge, any obligation, duty, or liability of Mortgagor under the leases. This Mortgage shall not operate to place upon Mortgagee responsibility for the control, care, management, or repair of the Premises, or for the carrying out of any of the terms and conditions of the leases. Mortgagee shall not be responsible or liable for any waste committed on the Premises, for any dangerous or defective condition of the Premises, for any gross negligence in the management, upkeep, repair, or control of the Premises, or for failure to collect the rents. Page 49 of 223 [Exhibit D to Deferred HRA Loan Agreement] 4910-3231-7809\5 Section 2.8 MORTGAGOR’S INDEMNIFICATION. Mortgagor shall and does hereby agree to indemnify and to hold Mortgagee harmless of and from any and all claims, demands, liability, loss, or damage (including all costs, expenses, and reasonable attorney’s fees in the defense thereof) asserted against, imposed on, or incurred by Mortgagee in connection with or as a result of this Mortgage, or the exercise of any rights or remedies under this Mortgage or under the leases, or by reason of any alleged obligations or undertakings of Mortgagee to perform or discharge any of the terms, covenants, or agreements contained in the leases, unless due to the willful misconduct of Mortgagee. If Mortgagee bears any such liability, the amount thereof, together with interest thereon as provided in the Note, shall be secured hereby and by the Mortgage, and Mortgagor shall reimburse Mortgagee therefor immediately upon demand. Notwithstanding the foregoing, Mortgagor shall not be responsible for any liabilities, costs or expenses incurred by the Mortgagee, its officers, officials, or employees due solely because of negligence or willful misconduct of such parties. Section 2.9 AUTHORIZATION TO TENANT. Upon notice from Mortgagee that it is exercising the remedy set forth in Section 2.4(b) herein, the tenants under the leases are hereby irrevocably authorized and directed to pay to Mortgagee all sums due under the leases, and Mortgagor hereby consents and directs that said sums shall be paid to Mortgagee without the necessity for a judicial determination that a default has occurred under this Mortgage or that Mortgagee is entitled to exercise its rights hereunder, and to the extent such sums are paid to Mortgagee, Mortgagor agrees that the tenant shall have no further liability to Mortgagor for the same. The signature of Mortgagee alone shall be sufficient for the exercise of any rights under this Mortgage, and the receipt of Mortgagee alone for any sums received shall be a full discharge and release therefor to any such tenant or occupant of the Premises. Checks for all or any part of the rents collected under this Mortgage, upon notice from Mortgagee, shall be drawn to the exclusive order of Mortgagee. Section 2.10 MORTGAGEE AN ATTORNEY-IN-FACT. Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns as its agent and attorney-in-fact, which appointment is coupled with an interest with the right but not the duty to exercise any rights or remedies hereunder upon an Event of Default, and to execute and deliver during the term of this Mortgage such instruments as Mortgagee may deem appropriate to make this Mortgage and any further assignment effective including, without limiting the generality of the foregoing, the right to endorse on behalf and in the name of Mortgagor all checks from tenants in payment of rents that are made payable to Mortgagor. Section 2.11 SATISFACTION. Upon the payment in full of all indebtedness secured hereby as evidenced by a recorded satisfaction of this Mortgage executed by Mortgagee, this Mortgage, without the need for any further satisfaction or release, shall become null and void and be of no further effect. ARTICLE 3 UNIFORM COMMERCIAL CODE Section 3.1 SECURITY AGREEMENT. This Mortgage shall constitute a security agreement, as defined in the Uniform Commercial Code (“Code”), and Mortgagor hereby grants to Mortgagee a security interest within the meaning of the Code in favor of Mortgagee on the personal property and rents, leases and profits (“Collateral”) included in the Premises. Section 3.2 FINANCING STATEMENT. This instrument may serve as a financing statement covering all of the Collateral, as defined in Section 3.1 herein, and for this purpose, the following information is set forth: Page 50 of 223 [Exhibit D to Deferred HRA Loan Agreement] 4910-3231-7809\5 Name and address CB South Haven Summit Point Limited Partnership of debtor: 1080 Montreal Avenue St. Paul, MN 55116 Fed. ID # or State Filing No.: 33-4777765 Name and address of Housing and Redevelopment Authority of Edina, Minnesota secured party: 4801 West 50th Street Edina, MN 55424 Attention: Executive Director Description of the type Collateral, as defined (or items) of property in Section 3.1 herein. covered by this financing statement: Description of real estate Real estate as legally described to which Collateral is in Exhibit “A” attached hereto. attached or upon which it is located: Some of the above Collateral are or are to become fixtures upon the above described real estate, and this security agreement is to serve as a fixture financing statement to be filed for record with the real estate records. Mortgagor agrees to execute and deliver all financing and continuation statements which may be further required and pay all filing fees. ARTICLE 4 INSURANCE Section 4.1 INSURANCE. Mortgagor shall obtain and keep in full force and effect during the term of this Mortgage, at Mortgagor's sole cost and expense, insurance upon the following terms: (a) Insurance against loss by fire, lightning, flood (if the Premises are in an officially designated flood hazard area) and risk customarily covered by standard extended coverage endorsement, including the cost of debris removal, together with a vandalism and malicious mischief endorsement, all in amounts of not less than the full insurable value or full replacement cost of the improvements on the Premises, whichever is greater. Such insurance policies shall name as the insured parties Mortgagor and Mortgagee as their interests may appear, shall be in amounts sufficient to prevent Mortgagor from becoming a co-insurer of any loss thereunder, and shall bear a satisfactory mortgagee clause in favor of Mortgagee, with loss proceeds under any such policies to be made payable to Mortgagee, subject to the rights of holders of all prior mortgages listed as Permitted Encumbrances. (b) Mortgagor shall obtain and keep in full force and effect during the term of this Mortgage comprehensive general public liability insurance covering the legal liability of Mortgagor against claims for bodily injury, death, or property damage occurring on, in, or about the Premises, in such minimal amounts and with minimal limits as Mortgagee may require. Page 51 of 223 [Exhibit D to Deferred HRA Loan Agreement] 4910-3231-7809\5 (c) All required policies of insurance or acceptable certificates thereof, together with evidence of the payment of current premiums therefor, shall be delivered to Mortgagee. Mortgagor shall, within thirty (30) days prior to the expiration of any such policy, deliver other original policies or certificates of the insurer evidencing the renewal of such insurance, together with evidence of the payment of current premiums therefor. (d) In the event of a foreclosure of this Mortgage or any acquisition of the Premises by Mortgagee, all such policies and any proceeds payable therefrom, whether payable before or after a foreclosure sale, or during the period allowed for redemption from foreclosure sale, if any, shall become the absolute property of Mortgagee, to be utilized at its discretion. In the event of foreclosure or the failure to obtain and keep any required insurance, Mortgagor empowers Mortgagee to effect insurance upon the Premises, at Mortgagor’s expense, and for the benefit of Mortgagee, in the amounts and types aforesaid, for a period of time covering the time allowed for redemption, and, if necessary therefor, to cancel any or all existing insurance policies. (e) If the terms of any lease of the Premises require the lessee to maintain insurance policies in the types, in the amounts, and meeting the requirements of this section, Mortgagee agrees to accept such policies in lieu of Mortgagor furnishing the same hereunder, provided, if the lessee fails to keep and maintain such policies, Mortgagor shall immediately obtain such policies and, provided, the failure of the lessee to keep and maintain such policies shall not operate to relieve or reduce Mortgagor’s obligations hereunder. ARTICLE 5 APPLICATION OF INSURANCE AND AWARDS Section 5.1 DAMAGE OR DESTRUCTION OF THE PREMISES. Subject to the rights of the holders of all prior mortgages listed as Permitted Encumbrances, Mortgagor hereby assigns to Mortgagee all proceeds from any insurance policies on the Premises, and Mortgagee is hereby authorized to collect and receive the proceeds from any such policy or policies. Each insurance company is hereby authorized and directed to make payment for all such losses to Mortgagor and Mortgagee jointly. After deducting from such insurance proceeds any expenses incurred by Mortgagee in the collection or handling of such funds, Mortgagee shall apply the net proceeds toward restoring the improvements and if such proceeds are insufficient therefore, as a reduction of any portion of the indebtedness and other sums secured hereby, whether then matured or to mature in the future, or at the option of Mortgagee such sums either wholly or in part may be paid over to Mortgagor to be used to repair such improvements or to build new improvements in their place or for any other purpose or object satisfactory to Mortgagee, without affecting the lien of this Mortgage for the full amount secured hereby before such payment took place. Mortgagee shall not be responsible for any failure to collect any insurance proceeds due under the terms of any policy regardless of the cause of such failure. Notwithstanding the foregoing, if the improvements are damaged or destroyed prior to the Maturity Date, the net proceeds from the insurance policies will be made available for repair and reconstruction of the improvements so long as such funds, together with any other funds deposited with Mortgagee, are sufficient to pay the costs thereof. Mortgagee specifically reserves the right to approve any settlement by Mortgagor of any claim under such insurance policies, which approval shall not be unreasonably withheld. Section 5.2 CONDEMNATION. If the Premises, or any part thereof, or any interest therein, or any rights appurtenant thereto, including, but not limited to, access, light, air, and view, are condemned under any power of eminent domain or acquired for any public use or quasi-public use, subject to the rights of the holders of all prior Mortgages listed as Permitted Encumbrances, the damages, proceeds, and consideration for such condemnation or acquisition to the extent of the full amount of indebtedness upon Page 52 of 223 [Exhibit D to Deferred HRA Loan Agreement] 4910-3231-7809\5 this Mortgage and obligations secured hereby remaining unpaid, are hereby assigned by Mortgagor to Mortgagee, its successors, or assigns, as its interest may appear. All such damages, proceeds, and considerations shall be paid to Mortgagee and applied by Mortgagee, at its option, after deduction of all its expenses (including reasonable attorneys’ fees) incurred in obtaining such damages, proceeds, and consideration, to the reduction of the indebtedness secured hereby or to any other indebtedness secured hereby, whether or not then due and payable; any surplus remaining after payment of all indebtedness secured hereby shall be paid over to Mortgagor. Mortgagor shall immediately furnish to Mortgagee true and correct copies of any process papers or documents delivered to or served upon Mortgagor in connection with any such eminent domain proceedings. Notwithstanding the foregoing, if the improvements are condemned prior to the Maturity Date, the net proceeds from the condemnation will be made available for repair and reconstruction of the improvements so long as such funds, together with any funds deposited with Mortgagee, are sufficient to pay the costs thereof. ARTICLE 6 RIGHTS OF MORTGAGEE Section 6.1 RIGHT TO CURE DEFAULT. If Mortgagor shall fail to comply with any of the covenants or obligations of this Mortgage, Mortgagee may, after ninety (90) days written notice from Mortgagee of such failure with a copy to the Limited Partner, but shall not be obligated to and without waiving or releasing Mortgagor from any obligation herein, remedy such failure, and Mortgagor agrees to repay, upon demand, all reasonable sums incurred by Mortgagee in remedying any such failure, together with interest as provided in the Note. All such sums shall become so much additional indebtedness secured hereby, but no such advance shall be deemed to relieve Mortgagor from any failure hereunder. The Limited Partner shall have the right, but not the obligation to cure defaults hereunder in the same manner as the Mortgagor. Section 6.2 NO CLAIM AGAINST MORTGAGEE. Nothing contained in this Mortgage shall constitute any consent or request by Mortgagee, express or implied, for the performance of any labor or services or for the furnishing of any materials or other property in respect of the Premises, or any part thereof, nor as giving Mortgagor or any party in interest with Mortgagor any right, power, or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would create any personal liability against Mortgagee in respect thereof or would permit the making of any claim that any lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the lien of this Mortgage. Section 6.3 INSPECTION. Mortgagor will permit Mortgagee’s authorized representatives to enter the Premises at all reasonable times and with reasonable notice for the purpose of inspecting the same; provided, that Mortgagee shall have no duty to make such inspections and shall not incur any liability or obligation for making any such inspections. Further, Mortgagor acknowledges and agrees that this right of inspection allows Mortgagee, or the Mortgagee’s agents, to enter the Premises at reasonable times to conduct environmental tests to establish the presence or absence of hazardous substances or pollutants upon the Premises. Section 6.4 BOOKS AND RECORDS. Mortgagor shall keep and maintain at all times complete, true, and accurate books of accounts and records reflecting the results of the operation of the Premises. Section 6.5 WAIVER OF APPRAISEMENT; HOMESTEAD; MARSHALING. Mortgagor hereby waives, to the full extent lawfully allowed, the benefit of any homestead, appraisement, evaluation, stay, and extension laws now or hereinafter in force. Mortgagor hereby waives any rights available with respect to marshaling of assets so as to require the separate sale of any portion of the Premises, or as to require Mortgagee to exhaust its remedies against a specific portion of the Premises before proceeding Page 53 of 223 [Exhibit D to Deferred HRA Loan Agreement] 4910-3231-7809\5 against the other and does hereby expressly consent to and authorize the sale of the Premises, or any part thereof, as a single unit or parcel if this Mortgage is foreclosed. Section 6.6 OTHER RIGHTS. Mortgagee may at any time, and from time to time without notice, release any person liable for the payment of any indebtedness, extend the time or agree to alter the terms of payment of any indebtedness, release any property securing any indebtedness, consent to the making of any plat or map of the Premises, or the creation of any easement thereon, or any covenants restricting use or occupancy thereof, or agree to alter or amend the terms of this Mortgage (except as it covers any part of the Premises so released). Any personal property remaining upon the Premises after the Premises has been possessed or occupied by Mortgagee or its agent following foreclosure of this Mortgage, or under any deed in lieu of foreclosure, shall be conclusively presumed to have been abandoned by Mortgagor. Notwithstanding any other provision herein to the contrary, any foreclosure on the Project must comply with the provisions of Section 42(h)(6)(E) of the Internal Revenue Code pertaining to limitations on right to evict and increase rent for the three years following foreclosure. This Mortgage is expressly subordinate to this provision. Section 6.7 RIGHTS CUMULATIVE. Each right, power, or remedy herein conferred upon Mortgagee is cumulative and in addition to every other right, power, or remedy, express or implied, now or hereafter arising, available to Mortgagee, at law or in equity, or under the Code, or under any other agreement, and each and every right, power, and remedy herein set forth or otherwise so existing may be exercised from time to time as may be deemed expedient by Mortgagee and shall not be a waiver of the right to exercise at any time thereafter any other right, power, or remedy. No delay or omission by Mortgagee in the exercise of any right, power, or remedy arising hereunder or arising otherwise shall impair any such right, power, or remedy or the right of Mortgagee to resort thereto at a later date or be construed to be a waiver of any default or Event of Default. ARTICLE 7 EVENTS OF DEFAULT AND REMEDIES Section 7.1 EVENTS OF DEFAULT. An “Event of Default” shall exist under this Mortgage upon the occurrence of an Event of Default as defined in the Loan Agreement. Section 7.2 ACCELERATION. If any Event of Default shall occur and remain uncured following applicable notice and cure right set forth in the Loan Agreement, then, in any such case, Mortgagee may declare the principal of the Note, including any interest which may be due upon default according to the terms of the Note, together with all other indebtedness secured hereby, to be forthwith due and payable without presentment, demand, or further notice of any kind. Section 7.3 FORECLOSURE. If any Event of Default shall occur and remain uncured following applicable notice and cure right set forth in the Loan Agreement, Mortgagee is hereby authorized and empowered to foreclose this Mortgage by action or by advertisement, in accordance with and in the manner prescribed by law, with full authority to sell the Premises at public auction and convey the same to the purchaser in fee simple, and out of the proceeds arising from such sale, to pay all indebtedness secured hereby with interest, if any, and all legal costs and charges of such foreclosure, and the maximum attorneys’ fees permitted by law, which costs, charges, and fees Mortgagor agrees to pay. Section 7.4 RECEIVER. If any Event of Default shall occur and remain uncured following applicable notice and cure right set forth herein, Mortgagee shall be entitled, as a matter of right, without notice and without giving bond and without regard to the solvency or insolvency of Mortgagor, the waste of the Premises, or adequacy of the security of the Premises, to apply for the appointment of a receiver in Page 54 of 223 [Exhibit D to Deferred HRA Loan Agreement] 4910-3231-7809\5 accordance with the statutes and law made and provided for, who shall collect the rents and all other income of any kind; manage the Premises so as to prevent waste; execute leases within or beyond the period of receivership; pay all expenses for normal maintenance of the Premises; and perform the terms of this Mortgage and apply the rents, issues, and profits as provided in Section 2.5 herein. Section 7.5 RIGHTS UNDER ASSIGNMENT OF RENTS. If any Event of Default shall occur and remain uncured following applicable notice and cure right set forth herein, Mortgagee may exercise all rights and remedies available to it under the Assignment of Leases and Rents made herein. Section 7.6 RIGHTS UNDER UNIFORM COMMERCIAL CODE. If any Event of Default shall occur and remain uncured following applicable notice and cure right set forth herein, Mortgagee shall have and may exercise, with respect to all personal property and fixtures which are part of the Premises, all the rights and remedies accorded upon default to a secured party under the Uniform Commercial Code, as in effect in the State of Minnesota. If notice to Mortgagor of intended disposition of such property is required by law in a particular instance, such notice shall be deemed commercially reasonable if given at least Ten (10) calendar days prior to the date of intended disposition. Section 7.7 RIGHT TO DISCONTINUE PROCEEDING. In the event Mortgagee shall have proceeded to invoke any right, remedy, or recourse permitted under this Mortgage and shall thereafter elect to discontinue or abandon the same for any reason, Mortgagee shall have the unqualified right to do so, and, in such event, Mortgagor and Mortgagee shall be restored to their former positions with respect to the indebtedness secured hereby. This Mortgage, the Premises, and all rights, remedies, and recourse of Mortgagee shall continue as if the same had not been invoked. Section 7.8 ACKNOWLEDGMENT OF WAIVER OF HEARING BEFORE SALE. Mortgagor understands and agrees upon the occurrence of an Event of Default, Mortgagee has the right, inter alia, to foreclose this Mortgage by advertisement, pursuant to Minnesota Statutes Chapter 580, as hereafter amended, or pursuant to any similar or replacement statute hereafter enacted; that if Mortgagee elects to foreclose by advertisement, it may cause the Premises, or any part thereof, to be sold at public auction; that notice of such sale must be published for six (6) successive weeks at least once a week in a newspaper of general circulation, and that no personal notice is required to be served upon Mortgagor. Mortgagor further understands that in the event of such default, Mortgagee may also elect its rights under the Code and take possession of any of the personal property which are part of the Premises and dispose of the same, by sale or otherwise, in one or more parcels, provided that at least ten (10) days prior notice of such disposition must be given, all as provided for by the Code, as hereafter amended, or by any similar or replacement statute enacted. Mortgagor further understands that, under the Constitution of the United States and the Constitution of the State of Minnesota, Mortgagor may have the right to notice and hearing before the Premises may be sold and that the procedure for foreclosure by advertisement described above does not insure that notice will be given to Mortgagor, and neither said procedure for foreclosure by advertisement nor the Code requires any hearing or other judicial proceeding. Mortgagor hereby relinquishes, waives, and gives up any constitutional rights Mortgagor may have to notice and hearing before sale of the Premises and expressly consents and agrees that the Premises may be foreclosed by advertisement and that the personal property may be disposed of pursuant to the Code, all as described above. MORTGAGOR ACKNOWLEDGES THAT MORTGAGOR IS REPRESENTED BY LEGAL COUNSEL; THAT BEFORE SIGNING THIS DOCUMENT, THIS SECTION AND MORTGAGOR’S CONSTITUTIONAL RIGHTS WERE FULLY EXPLAINED BY SUCH COUNSEL; AND THAT MORTGAGOR UNDERSTANDS THE NATURE AND EXTENT OF THE RIGHTS WAIVED HEREBY AND THE EFFECT OF SUCH WAIVER. Section 7.9 NONRECOURSE. This Mortgage is nonrecourse to the Mortgagor and its partners, employees, and agents except as provided in the Note or the other Deferred HRA Loan Documents. Page 55 of 223 [Exhibit D to Deferred HRA Loan Agreement] 4910-3231-7809\5 ARTICLE 8 MISCELLANEOUS PROVISIONS Section 8.1 PRINCIPAL AMOUNT. The maximum principal amount of indebtedness secured by this Mortgage is $850,000.00. Section 8.2 GOVERNING LAW; SEVERABILITY. This Mortgage shall be governed by the laws of the State of Minnesota. The unenforceability or invalidity of any provision hereof shall not render any other provision herein contained unenforceable or invalid, and to this end the provisions of this Mortgage are declared to be severable. Section 8.3 CHANGE OF OWNERSHIP. Mortgagor shall give immediate written notice to Mortgagee of any conveyance, transfer, or change of ownership of the Premises, but this Section shall not constitute the consent of Mortgagee to any such conveyance, transfer, or change where such consent is required by this Mortgage. Transfers of partnership interests in Mortgagor (or transfers of beneficial interests in the Limited Partner) shall be permitted without notice to or the consent or approval of Mortgagee. Notwithstanding anything to the contrary in this Mortgage or the other Deferred HRA Loan Documents, the Limited Partner shall have the right to (a) remove the general partner of the Mortgagor under the Mortgagor’s Amended and Restated Agreement of Limited Partnership dated even herewith (as may be amended, the “Partnership Agreement”) and/or any pledge and security agreement in favor of the Limited Partner, and (b) appoint additional or substitute general partners of the Mortgagor in accordance with the Partnership Agreement, in each case without the Mortgagee’s consent. Section 8.4 HAZARDOUS SUBSTANCES. Except as disclosed in environmental reports delivered to Mortgagee prior to the date hereof. Mortgagor warrants, covenants, and represents to Mortgagor’s actual knowledge there does not exist in or under the Premises any pollutant, toxic, or hazardous waste or substance, or any other material the release or disposal of which is regulated by any law, regulation, ordinance, or code, and that no part of the Premises was ever used for any industrial or manufacturing purpose or as a dump, sanitary landfill, or gasoline service station, and that there exists on the Premises no electrical transformers or other equipment containing PCBs or material amounts of asbestos. Mortgagor represents that it has received no summons, citations, directives, letters, or other communications, written or oral, from any federal, state, or local agency or department concerning the storing, releasing, pumping, pouring, emitting, emptying, or dumping of any pollutant, toxic, or hazardous waste or substance on the Premises. Mortgagor covenants and agrees that, except as permitted by Section 4.14 of the Loan Agreement, it shall not, nor shall it permit others to, use the Premises for the business of generating, transporting, storing, treating, or disposing of any pollutant, toxic, or hazardous substance, nor shall it either take or fail to take any action which may result in a release of any hazardous substance from or onto the Premises. Mortgagor agrees to indemnify and to hold Mortgagee harmless from any and all claims, causes of action, damages, penalties, and costs (including, but not limited to, reasonable attorneys’ fees, consultants’ fees, and related expenses) which may be asserted against, or incurred by, Mortgagee resulting from or due to release of any hazardous substance or waste on the Premises or arising out of any injury to human health or the environment by reason of the condition of the Premises, except to the extent caused by willful misconduct of Mortgagee. Mortgagor’s duty to indemnify and hold harmless includes, but is not limited to, proceedings or actions commenced by any person (including, but not limited to, any federal, state, or local governmental agency or entity) before any court or administrative agency. Mortgagor further agrees that, pursuant to its duty to indemnify under this Section, Mortgagor shall indemnify Mortgagee against all expenses incurred by Mortgagee as they become due and not waiting for the ultimate outcome of the Page 56 of 223 [Exhibit D to Deferred HRA Loan Agreement] 4910-3231-7809\5 litigation or administrative proceeding. Mortgagor’s obligation to indemnify and hold Mortgagee harmless hereunder shall survive satisfaction or foreclosure of this Mortgage. Section 8.5 SUCCESSORS AND ASSIGNS BOUND; NUMBER; GENDER; JOINT AND SEVERAL LIABILITY; CAPTIONS. The covenants and agreements contained herein shall bind, and the rights conferred hereby shall inure to, the respective heirs, legal representatives, successors, and assigns of Mortgagee and Mortgagor. Wherever used, the singular number shall include the plural, and the plural the singular. The use of any gender shall apply to all genders. All covenants and agreements of Mortgagor shall be joint and several. The captions and headings of the articles, sections, and paragraphs of this Mortgage are for convenience only and are not to be used to interpret or define the provisions hereof. Section 8.6 NOTICES. All notices provided for herein shall be in writing and shall be deemed to have been given when delivered personally or deposited with a reputable overnight carrier or in the regular United States mail, registered or certified, postage prepaid, and addressed as follows: To Mortgagor: CB South Haven Summit Point Limited Partnership 1080 Montreal Avenue St. Paul, MN 55116 Attention: Heidi Rathmann-Smith with copies to: Winthrop & Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 Attention: Erin Mathern Cinnaire Fund for Housing Limited Partnership 41 c/o Cinnaire-44, Inc., its General Partner 1118 South Washington Lansing, MI 48910 Attention: [ ] Applegate & Thorne-Thomsen, P.C. 425 South Financial Place, Suite 1900 Chicago, IL 60605 Attention: Elizabeth Warren-Mikes, Esq. To Mortgagee: Housing and Redevelopment Authority of Edina, Minnesota 4801 West 50th Street Edina, MN 55424 Attention: Executive Director or addressed to any such party at such other address as such party shall hereafter furnish by notice to the other party. All notices to Mortgagor relating to any Event of Default under this Mortgage or the other Deferred HRA Loan Documents shall be given contemporaneously to the Limited Partner in writing delivered to the address and in the manner set forth above, and any grace period or cure period which may be provided to Mortgagor shall not be deemed to have commenced until Limited Partner shall also have received such notice. Limited Partner shall have the right, but not the obligation, to remedy or cure any Event of Default within the same cure period provided to Mortgagor. Page 57 of 223 [Exhibit D to Deferred HRA Loan Agreement] 4910-3231-7809\5 MORTGAGOR: CB SOUTH HAVEN SUMMIT POINT LIMITED PARTNERSHIP, a Minnesota limited partnership By: CB SHSP LLC, a Minnesota limited liability company, Its: General Partner By: Heidi Rathmann-Smith Its Chief Manager/President STATE OF __________ ) ) ss. COUNTY OF __________ ) The foregoing instrument was acknowledged before me on this ___ day of ___________, 20___, by Heidi Rathmann-Smith, the Chief Manager/President of CB SHSP LLC, a Minnesota limited liability company, the General Partner of CB South Haven Summit Point Limited Partnership, a Minnesota limited partnership, on behalf of the limited partnership. IN WITNESS WHEREOF, I have set my hand and my official seal this ___ day of __________, 2023. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Dorsey & Whitney LLP (GIT) 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402 612-340-2600 Note: Failure to record or file this mortgage may give other parties priority over this mortgage. Page 58 of 223 [Exhibit A to Deferred HRA Loan Agreement] 4910-3231-7809\5 EXHIBIT A LEGAL DESCRIPTION Tract A (South Haven) Lot 1, Block 1, Eden Place Addition, except that part embraced within The Crescent at Centennial Lakes, according to the recorded plats thereof, Hennepin County, Minnesota. (Abstract Property) Tract B (Summit Point) Parcel 1 Lot 1, Block 1, Summit Place, Hennepin County, Minnesota. Parcel 2 Non-exclusive easement for ingress and egress purposes as contained in Easement Agreement dated June 30, 1986, recorded July 24, 1986 in the office of the County Recorder as Document No. A5133987 and recorded July 24, 1986 in the office of the Registrar of Titles as Document No. T1741463. (Abstract and Torrens Property-Certificate of Title No. 1174484) Page 59 of 223 [Exhibit A to Deferred HRA Loan Agreement] 4910-3231-7809\5 EXHIBIT B PERMITTED ENCUMBRANCES The following are permitted encumbrances, but the listing of a permitted encumbrance herein does not change or override the order of lien priority or any other agreements as to the priority of security agreed to in the Loan Agreement, any other applicable agreement, or under applicable law: 1. Liens for taxes and special assessments not then delinquent, or delinquent but being contested by the Borrower. 2. Utility, access and other easements and rights-of-way, restrictions and exceptions that the Borrower certifies will not interfere with or impair the operation of the Properties. 3. Any mechanic’s, laborer’s, materialman’s, supplier’s, or vendor’s lien or right in respect thereof if payment is not yet due under the contract in question or if such lien is being contested in accordance with the Loan Documents. 4. Any building, zoning and subdivision ordinances and any other applicable development, pollution control, water conservation and other laws, regulations, rules and ordinances of the Federal Government and State of Minnesota and respective agencies thereof and the political subdivisions in which the Properties are located. 5. Other encumbrances agreed to by Lender as listed on Lender’s pro-forma Title Policy as of the Date of Closing. Page 60 of 223 [Exhibit E to Deferred HRA Loan Agreement] 4910-3231-7809\5 EXHIBIT E FORM OF DISBURSEMENT AGREEMENT DISBURSEMENT AGREEMENT THIS AGREEMENT, made this [Dated Date], 202_, by and among CB South Haven Summit Point Limited Partnership, a Minnesota limited partnership (“Borrower”); GUARANTY COMMERCIAL TITLE, INC., a Minnesota corporation (“Title”); and the HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “Lender”). WHEREAS, pursuant to the Deferred HRA Loan Agreement between the Lender and Borrower dated as of an even date herewith (the “Loan Agreement”), the Lender is this day making a loan to Borrower in the amount of $850,000 (the “Deferred HRA Loan”), as described in the Loan Agreement; and WHEREAS, the Lender requires that the proceeds of the Deferred HRA Loan (“Loan Proceeds”) be used exclusively to pay only Project Costs as defined in the Loan Agreement and directly relating to the acquisition and rehabilitation of the properties located at 3400 Parklawn Avenue and 5010 Summit Avenue in the City of Edina, Minnesota (hereinafter referred to as “Permitted Uses”); and WHEREAS, Title will serve as disbursing agent for the Loan Proceeds: NOW, THEREFORE, it is agreed by and among the parties as follows: 1. Portions of the Loan Proceeds of up to $850,000 will be paid from time to time by the Lender to Title to be disbursed pursuant to the terms of the Loan Agreement and this Agreement upon review and approval of disbursement requests as provided herein. 2. Title shall disburse the Loan Proceeds to pay Project Costs as described in the Loan Agreement. Title shall not disburse any Loan Proceeds or other funds for any developer/contractor fees, consultant fees, overhead and interim operating costs reimbursement or any other fee until all other Project Costs as defined in the Loan Agreement and as approved by the Lender and Title have been paid. The Lender is the final arbiter of what costs are eligible for reimbursement under the Deferred HRA Loan Agreement. 3. Requests for disbursement of the Loan Proceeds shall be originated by Borrower by delivering to the Lender a Disbursement Request in the form attached hereto as Exhibit A (along with an invoice from each provider of service to be paid). Within ten (10) working days after receipt of the Disbursement Request, the Lender shall approve or disapprove the request, and if approved, shall (i) forward the Disbursement Request to Greater Minnesota Housing Fund (GMHF) for authorization for the disbursement of the draw, pursuant the terms of the Master Disbursement Agreement (as defined in the Loan Agreement), and (ii) forward a sufficient amount of the Loan Proceeds to pay said Disbursement Request to Title. Upon authorization by GMHF, GMHF will forward the draw request to Title Company for disbursement of the applicable funds, in accordance with the terms of the Master Disbursement Agreement. Page 61 of 223 [Exhibit E to Deferred HRA Loan Agreement] 4910-3231-7809\5 4. Upon receipt of an approved and authorized Disbursement Request, specified in Paragraph 2, Exhibit A, and a sufficient amount of Loan Proceeds to pay said Disbursement Request, Title shall obtain partial and/or full lien waivers, lien releases or lien satisfactions, in the customary form from the general contractor and all subcontractors and material suppliers with whom the general contractor has contracted with in connection with the property. Title shall promptly notify the Lender of its inability with respect to any Disbursement Request to obtain waivers, releases or satisfactions. Upon receipt of any such notice, the Lender shall be entitled, but not obligated, to revoke its approval of such Disbursement Request. 5. Title agrees to act as the disbursing agent under this Agreement, and shall account for all funds deposited with it and shall immediately return to the Lender all undisbursed Loan Proceeds from each Disbursement Request. Title agrees not to use, invest or collect interest on any Loan Proceeds held by Title. 6. If at any time during the course of acquisition and rehabilitation, the total of the unpaid disclosed Project Costs, as indicated by the column totals on the sworn Project Cost statement presented to Title, exceeds the amount of the aggregate undisbursed Loan Proceeds and the Other Project Financing, as calculated by subtracting the total amount of liability on the Project Cost Statement as described in the Loan Agreement from the amount of such grants and loans, Title shall not make further disbursements of the Loan Proceeds under the terms of this Agreement until Borrower has deposited with Title the sum necessary to make the available funds equal to the unpaid disclosed cost of acquisition or rehabilitation, or unless specifically directed to do so by the Lender. 7. Title may rely on the statements made by Borrower, the Lender or others in any documents submitted to it under this Agreement and shall not be required to verify the accuracy of such statements and shall not be liable for any disbursements of funds made in reliance on any such statement, unless Title is negligent with respect thereto. 8. Borrower agrees to indemnify and hold harmless Title and the Lender from any and all claims, demands or costs associated with the disbursement of the Loan Proceeds, including reasonable attorney’s fees arising therefrom. 9. The functions and duties of Title include only those set forth in this Agreement and it is not entitled to act and shall not act, except in accordance with the terms and conditions of this Agreement. Title does not insure that the improvements will be completed, nor does it insure that the improvements will be in accordance with plans and specifications, nor does it make any certifications of the Inspecting Architect its own, nor does it assume any liability for same other than procurement as one of the conditions precedent to each disbursement, Title has no liability for loss caused by an error in the certifications furnished it hereunder as to work in place. Title shall not be responsible for any loss of documents or funds while such documents or funds are not in its custody. Documents or funds that are deposited in the United States mail shall not be construed as being in the custody of Title. 10. This Disbursement Agreement shall be in full force and effect, from the date of this Agreement and shall remain in effect until all of the Loan Proceeds shall have been disbursed in accordance with the terms hereof; provided, however, that in the event the Loan Agreement is terminated, this Agreement is thereby terminated and Title shall return to the Lender any Loan Proceeds it holds, upon notification by the Lender of such termination. Page 62 of 223 [Exhibit E to Deferred HRA Loan Agreement] 4910-3231-7809\5 11. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. 12. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. Page 63 of 223 [Exhibit E to Deferred HRA Loan Agreement] 4910-3231-7809\5 IN WITNESS WHEREFORE, the parties have set their hands on the day and year first above written. LENDER: HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA By: __________________________________________ James B. Hovland, Chair By: __________________________________________ James Pierce, Secretary Page 64 of 223 [Exhibit E to Deferred HRA Loan Agreement] 4910-3231-7809\5 BORROWER: CB SOUTH HAVEN SUMMIT POINT LIMITED PARTNERSHIP, a Minnesota limited partnership By: CB SHSP LLC, a Minnesota limited liability company, Its: General Partner By: Heidi Rathmann-Smith Its Chief Manager/President Page 65 of 223 [Exhibit E to Deferred HRA Loan Agreement] 4910-3231-7809\5 TITLE: GUARANTY COMMERCIAL TITLE, INC. By: __________________________________________ Name: ________________________________________ Its: ___________________________________________ Page 66 of 223 [Exhibit E to Deferred HRA Loan Agreement] 4910-3231-7809\5 EXHIBIT A TO DEFERRED HRA LOAN AGREEMENT DISBURSEMENT AGREEMENT DISBURSEMENT REQUEST Number ____________ Date: ___________, 202_ The Undersigned, pursuant to that certain Disbursement Agreement dated ____________, 2025, by and among the Housing and Redevelopment Authority of Edina, Minnesota (the “Lender”), Guaranty Commercial Title, Inc. (“Title”), and CB South Haven Summit Point Limited Partnership (“Borrower”), hereby certifies and requests as follows: 1. Borrower requests that the following amounts be paid by the Lender and forwarded to Title for payment to the following payees from the Loan Proceeds as described in the Disbursement Agreement: Name and Address of Payee Amount Requested to be Paid 2. Attached hereto are invoices with respect to each item for which payment is requested pursuant to Paragraph 1 hereof. 3. Borrower certifies that the disbursements are for Permitted Uses as defined in the Disbursement Agreement and the Loan Agreement. 4. Borrower hereby requests the Lender to approve this Disbursement Request and forward it to Greater Minnesota Housing Fund for authorization for the disbursement of the draw by Title for payment of the amounts listed in Paragraph 1 hereof. CB SOUTH HAVEN SUMMIT POINT LIMITED PARTNERSHIP, a Minnesota limited partnership By: CB SHSP LLC, a Minnesota limited liability company, Its: General Partner By: Heidi Rathmann-Smith Its Chief Manager/President Page 67 of 223 [Exhibit E to Deferred HRA Loan Agreement] 4910-3231-7809\5 APPROVAL This Disbursement Request is hereby approved by ____________ Dated: _______________, 2025 By __________________________ Page 68 of 223 [Exhibit F to Deferred HRA Loan Agreement] 4910-3231-7809\5 EXHIBIT F FORM OF REQUEST FOR NOTICE OF FORECLOSURE FORM OF REQUEST FOR NOTICE OF FORECLOSURE REQUEST FOR NOTICE OF FORECLOSURE Pursuant to Minnesota Statutes § 580.032 and § 582.32 The Housing and Redevelopment Authority of Edina, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “Authority”), hereby requests notice of any foreclosure by advertisement or any voluntary foreclosure with respect to land (the “Land”) located in Hennepin County, Minnesota, and legally described as follows: See Exhibit A attached hereto. The Authority holds a mortgage lien interest in the Land pursuant to a Mortgage dated _______________ and recorded on _______________ as Document _______________ in the office of the County Recorder of Hennepin County, Minnesota, and recorded on _______________ as Document _______________ in the Office of the Registrar of Titles of Hennepin County, Minnesota. All notices of foreclosure should be provided to: Housing and Redevelopment Authority of Edina, Minnesota, Attn: Executive Director, 4801 West 50th Street, Edina, MN 55424. IN WITNESS WHEREOF, the Authority has executed this Request as of the ____ day of ______________, 2025. HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA By: __________________________________________ James B. Hovland, Chair By: __________________________________________ James Pierce, Secretary Page 69 of 223 [Exhibit A to Deferred HRA Loan Agreement] 4910-3231-7809\5 EXHIBIT A TO REQUEST FOR NOTICE OF FORECLOSURE LEGAL DESCRIPTION Tract A (South Haven) Lot 1, Block 1, Eden Place Addition, except that part embraced within The Crescent at Centennial Lakes, according to the recorded plats thereof, Hennepin County, Minnesota. (Abstract Property) Tract B (Summit Point) Parcel 1 Lot 1, Block 1, Summit Place, Hennepin County, Minnesota. Parcel 2 Non-exclusive easement for ingress and egress purposes as contained in Easement Agreement dated June 30, 1986, recorded July 24, 1986 in the office of the County Recorder as Document No. A5133987 and recorded July 24, 1986 in the office of the Registrar of Titles as Document No. T1741463. (Abstract and Torrens Property-Certificate of Title No. 1174484) Page 70 of 223 4910-3231-7809\5 EXHIBIT G OTHER PROJECT FINANCING Sources PGIM 1st Mortgage General Partner Cash $ 14,443,000 $ 100 LIHTC Equity ("tax credits") $ 13,516,653 Sales Tax Rebate $ 360,262 Energy Rebate $ 30,778 CommonBond Seller Note $ 11,604,716 Reinvestment Earnings $ 1,114,050 Hennepin County $ 1,806,000 Residual Receipts $ 600,000 Transfer Existing Reserves $ 502,731 Page 71 of 223 Page 72 of 223 Page 73 of 223 3400 Parklawn Avenue and 5010 Summit Avenue Deferred Loan Agreement and Supporting Documents Page 74 of 223 Today’s Request Approve Loan Documents with CB South Haven Summit Point Limited Partnership Loan Details: •$850,000 awarded June 13, 2024 •Deferred for 35-years •0% interest Page 75 of 223 Loan Details •Loan Agreement •$850,000 from Southdale 2 Pooled TIF funds for affordable housing •Loan proceeds for the acquisition and rehabilitation of Summit Point and Park Haven •Deferred for 35-years, co-terminus with First Mortgage •Payments made through and escrow agent, who will collect lien waivers •Default cure provisions •Security Instruments •Mortgage •Note •Other Documents •Subordination Agreement •Disbursement Agreement Page 76 of 223 Acquisition and Rehabilitation Budget Uses Amount Acquisition $18,000,000 Hard Construction $16,507,766 Professional Fees $1,897,421 Developer Fee $3,058,005 Financing Fees $3,813,887 Reserves $1,551,223 TOTAL $44,828,290 Page 77 of 223 Project Construction Financing Source Amount Lien Position GMHF Construction Loan $20,546,504 First Hennepin County AHIF $1,206,000 Second Hennepin County SHS $742,700 Third Edina HRA $850,000 Fourth CommonBond Seller’s Note $11,604,716 Tax Credit Equity $2,906,503 Residual Receipts $600,000 Reinvestment Earnings $600,000 General Partner Cash $100 TOTAL $39,056,523 Page 78 of 223 Permanent Sources of Financing Source Amount Percentage of Financing First Mortgage $14,443,000 32.2% General Partner Cash $100 0.0% Tax Credit Equity (LIHTC)$13,516,653 30.2% Sale Tax Rebate $360,262 0.8% Energy Rebate $30,778 0.1% CommonBond Seller Note $11,604,716 25.9% Reinvestment Earnings $1,114,050 2.5% Hennepin County (2 sources combined)$1,806,000 4.0% Edina HRA $850,000 1.9% Residual Receipts $600,000 1.3% Transfer of Replacement Reserves $502,731 1.1% TOTAL $44,828,290* *Greater than construction period due to interest payment, reserves, and developer fee paid when construction loan paid off Page 79 of 223 CommonBond Communities •Current owner of South Haven and Summit Point •General Partner of CB South Haven Summit Point Limited Partnership. •501(c)3 nonprofit corporation •Established in 1971 •Own and manage over 7000 rental apartments and townhomes across 60 cities •Acquired South Haven and Summit Point in 2005 Page 80 of 223 South Haven 4300 Parklawn Avenue •100 unit apartment •Average Income: $17,176 •Average tenancy:7.38 years •Average Age: 68.8 years •20-year HAP Contract Page 81 of 223 Summit Point 5010 Summit Avenue •29 apartment units •Average Income: $17,262 •Average tenancy: 6.9 years •Average age: 73.8 years •20-year HAP Contract Page 82 of 223 Alignment with City Values Community Engagement Improves quality of life for existing vulnerable residents. Health in All Policies Increases housing security by preserving two buildings were residents pay 30% of income. Race and Equity Improves the housing for some of the most disenfranchised in our Community. Sustainability Preserves and increases energy efficiency in existing buildings. Page 83 of 223 d ITEM REPORT Date: December 11, 2025 Item Activity: Approve Meeting: Housing & Redevelopment Authority Agenda Number: 6.6 Prepared By: Stephanie Hawkinson, Affordable Housing Development Manager Item Type: Report & Recommendation Department: Community Development Item Title: Approve $35,000 to Affordable Housing Connections to Create an On-line Training Module for Property Managers and Leasing Agents for Affordable Housing Compliance and Authorize Staff to Engage an Attorney to review Service Agreement. Action Requested: Approve $35,000 to Affordable Housing Connections to Create an On-line Training Module for Property Managers and Leasing Agents for Affordable Housing Compliance and Authorize Staff to Engage an Attorney to review Service Agreement. Information/Background: The City has a contract with Affordable Housing Connections (AHC) to conduct compliance reviews on market rate multifamily developments that include affordable housing units. Over the past several years we have experienced a fair amount of turn-over in property management staff that requires continuous retraining of leasing agents and managers on income verification and the establishment of rent levels for the affordable units. As evidenced by the 2023 compliance review, buildings fell out of compliance because property managers and leasing officers lacked knowledge. This required multiple turns on file review that was time consuming and stretched outside the work scope we had agreed to with AHC. To help address this issue of turn-over, and to increase the probability that the affordable units are serving people who need them, and that these tenants are paying the appropriate rents, staff proposes that an online educational training course be developed. Property managers and leasing agents would be able to access the course as their time allows, and could refer back to refresh their knowledge. The aim is to reduce AHC's file review time and to increase overall compliance. The training would consist of multiple modules that require a quiz at the conclusion of each to be passed prior to moving onto the next module. Once the whole training is complete, the trainee may refer back to any of the modules for a refresher. AHC will be able to monitor who has completed the training. Accompanying the online training, AHC will modify our program compliance guide to be a step-by-step leasing guide. Staff is also seeking authorization to engage the City attorney to review a draft contract to be presented to the HRA for approval at a later date. Resources/Financial Impacts: The cost for creating the online training platform and leasing guide is $35,000. The source of financing will come from existing HRA Administrative funds. Page 84 of 223 Relationship to City Policies: Increasing the ability for inclusionary housing developments to be successful in renting to households who qualify for affordable housing at rent rates that are deemed affordable aligns with objectives within the Comprehensive Plan. Budget Pillar: Livable City Values Impact: Equity The Affordable Housing Policy was created to increase the number of affordable housing units in the City to serve people who need more affordable rents. As leasing market rate units is vastly different than leasing affordable units, a more robust, on-demand, training mechanism will serve to increase the likelihood the intended audience is served. Stewardship In recent years, due to rising development costs, the City and HRA have approved financing for market-rate apartments that include affordable housing. The intent is that a percentage of apartments have rents that do not exceed a rent limit published by HUD that is inclusive of all required costs to live there, such as utilities, fees, parking (if required), etc. The requirement is also that the households that rent these affordable units are income qualified. Assuring the leasing agents and managers are well-informed and trained on the affordable housing requirements serves to protect the City's/HRA's investment. Supporting Documentation: 1. Presentation Page 85 of 223 Compliance Training For Property representative of Inclusionary Housing Developments Page 86 of 223 Primary Purpose of Compliance •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. Page 87 of 223 New Multifamily Affordable Housing Policy To provide housing in Edina that is affordable to low- and moderate- income households Page 88 of 223 Role of Affordable Housing Connections (AHP)•Meet with Property Managers to explain all required paperwork and review compliance requirements. •Be available throughout the year to answer questions via email and phone. •Review all tenant files to for income eligibility and verify rents. •Consult regularly with City Staff on program nuances and reports back on findings. Frequent management turnover continues to present challenges in effectively applying and communicating program requirements. Page 89 of 223 Improve Compliance Outcomes: Created Training Program Training Goals: 1.Identify key historical events/trends related to affordable housing program (AHP) 2.Identify key aspects of the Edina AHP 3.Identify key aspects of Edina AHP compliance requirements 4.Identify key resources available to assist with AHP compliance 5.Practice calculating household income and gross rent 6.Identify Annual Reporting requirements of AHP Page 90 of 223 Training Modules Module 1: History and Overview of AHP Module 2: Gross Rent Limits and Leases Module 3: Marketing and Initial Lease Up Module 4: Completing the Household Questionnaire Module 5: Verifying Income and Assets Module 6: Annualizing Income Module 7: Certifying Household Income Module 8: Maintaining Compliance (Annual Recertification) Module 9: Annual Reporting Page 91 of 223 End of Module Quizzes At the end of each module, trainees will need to demonstrate their learning by earning at least 80 percent on the End of Module Quiz. Page 92 of 223 Today’s Request •Approve $35,000 for the creation of an online compliance training program •Authorize the City attorney to review contract for services for HRA approval at a future meeting. Page 93 of 223 d ITEM REPORT Date: December 11, 2025 Item Activity: Approve Meeting: Housing & Redevelopment Authority Agenda Number: 7.1 Prepared By: Bill Neuendorf, Economic Dev Mgr Item Type: Report & Recommendation Department: Community Development Item Title: Loan Agreement with 5036 Americana LLC and 5036 France Property, LLC at 5036 France Avenue Action Requested: Approve the loan agreement with 5036 Americana LLC and 5036 France Property, LLC and authorize staff to implement the terms of the Agreement. Information/Background: Staff recommends that the HRA Board award a SPARC Forgivable Loan to a new business seeking to remodel and expand a commercial property located at 5036 France Ave. This property is currently vacant and was previously occupied by Barrio restaurant. The property owner and a new operator are working together to remodel and expand the existing building to create a destination restaurant with a dinner/evening focus that is more competitive in the regional marketplace. Anticipated to be called "Americana" the new restaurant will be operated by Daniel del Prado who owns and operates several other successful restaurants in the Twin Cities. The estimated cost of the project is $3.2 million. While most of the project is privately funded, a financing gap remains. Without the forgivable loan, the owner and operator will not be able to move forward with their business plan. The SPARC program can help defray the costs of permanent improvements such as a new elevator/lift to the new second level as well as energy efficiency improvements such as high quality window and door systems used on the second floor addition. The SPARC program can also improve conditions on adjacent public spaces to reduce the impact to the City's general fund. These type of improvements are aligned with City policy goals. The HRA's special legal counsel at Dorsey & Whitney prepared the proposed loan agreement to abide by the applicable state legislation, applicable city rules, regulations and policies and the unique aspects of the Americana project.. The attached staff presentation summarizes the highlights of the proposed Forgivable Loan Agreement. Staff recommends the Loan Agreement be approved. Staff is available to answer questions about the proposed agreement. The Americana owner(s) will be in attendance to answer questions about their new business. Resources/Financial Impacts: No direct budget impact. The SPARC funds are sourced from previously collected incremental property taxes from commercial TIF Districts in Edina. The SPARC funds are not sourced from the general property tax levy. The use of SPARC on this site also enables the City to use additional SPARC funds to reconstruct and improve adjacent sidewalks and public areas that are in need of replacement. The use of SPARC will reduce the impact to the general levy and to the 50th & France Maintenance Assessment District. Page 94 of 223 Relationship to City Policies: Comprehensive Plan, Amended Spending Plan for Unobligated TIF Funds Supporting Documentation: 1. Americana 5036 France SPARC forg loan - staff presentation 12-11-2025 2. Edina SPARC Loan - 5036 Americana - Staff Report 3. Edina SPARC Loan Agreement - 5036 Americana LLC-v5 FINAL Page 95 of 223 Forgivable Loan Agreement with 5036 Americana LLC and 5036 France Property, LLC – Title Page Style with Extra Icon Staff Presentation to Edina HRA Board December 11, 2025 Housing & Redevelopment Authority Page 96 of 223 Overview •Experienced owners/operators planning a $3.2 million investment at 50th & France for upgraded full- service restaurant •Project will create jobs, strengthen tax base, and add vibrancy to 50 th & France •Project has financial gap •Edina’s SPARC program can provide funds to resolve the situation •City/HRA attorney prepared Forgivable Loan Agreement •Staff recommends that the Agreement be approved Housing & Redevelopment Authority 2 Page 97 of 223 Edina’s SPARC Program - Background •Established 2021, amended 2025 •Based on COVID-19-era statewide legislation intended to attract investment, create private sector jobs and strengthen tax base •Program terminates Dec. 31, 2026 •Uses existing (incremental) property taxes previously collected in Edina and held in TIF accounts •Edina pooled $10.28 million from three commercial TIF Districts to fund this program •As of Dec. 1, 2025, $9,228,830 has been pledged to other projects; approx. $1.0 million remains available Housing & Redevelopment Authority 3 Page 98 of 223 Edina’s SPARC Forgivable Loan / Investment Program - Overview Housing & Redevelopment Authority •Applicable to larger-scale and complex projects •Commercial and industrial businesses remodeling vacant space or expanding •Used only when needed to induce private investment •Loan amount determined case-by-case •Lesser amount of: 50% of total project costs, or 100% of eligible costs •Eligible expenses identified in advance and could include: •Permanent improvements to building shell or interior •Permanent improvements to increase handicapped accessibility and/or energy efficiency •Other permanent improvements critical to open and expand business •Requires matching investment from owner / operator •Work to begin within 6 months and completed by November 2026 •Reimbursable after completion of work, evidence of contractor payment and submission of paid invoice for eligible work •No job reporting required •Business must remain operational and deliver agreed-upon community benefits before loan can be forgiven •Interest-bearing if forgiveness conditions not met •Grant-funded work must remain with the property in case business closes •Must comply with MN Business Subsidy Act or comply with an exception in the Act 4 Page 99 of 223 Edina’s SPARC Program – Evaluation and Compliance Procedures Housing & Redevelopment Authority Typical Process for SPARC Loan Investments Step 1 Staff works with business applicant; reviews need, eligibility and community benefits; engages HRA/City attorney to prepare Agreement Step 2 Present Agreement to HRA Board for consideration Step 3 Applicant to secure full finding, hire contractors, obtain permits, complete work and begin operations Step 4 Applicant submits request for SPARC reimbursement Step 5 Staff reviews pay request for compliance with Agreement Step 6 HRA Chair & Secretary issue Certificate of Completion Step 7 Staff issues reimbursement to business Step 8 Staff monitors business to determine whether Forgiveness achieved Step 9 Staff oversees forgiveness or repayment of Loan based on future conditions 5 Page 100 of 223 Project Location – Americana Restaurant 5036 France Ave Americana will remodel and expand the restaurant space at 5036 France Ave. formerly occupied by Cocina de Barrio 6 Housing & Redevelopment Authority Page 101 of 223 7 Housing & Redevelopment Authority Project Scope – Americana Restaurant 5036 France Ave A new partial second story will be added. The existing building will be remodeled. Page 102 of 223 Terms of Forgivable Loan for Americana at 5036 France Ave. •Location: 5036 France Ave •Business Owners: Daniel del Prado, Ryan Burnet •Type of Business: full-service restaurant •Job Creation: Yes. Full-time and part-time jobs plus construction jobs •Reason for SPARC Request: high costs of build-out including new elevator hinder the project •Schedule (3.01): Begin Q1 2026 and complete Q4 2026 •Scope of Work: expand, remodel and re- occupy commercial space •Eligible/Qualified Expenses (Exh B): labor and material costs related to improving interior ADA access via an elevator/lift to the new second level. Also exterior improvements for energy efficiency, such as new wall and window systems on second level •In-eligible Expenses: soft costs, furnishings, operational expenses, start-up costs Housing & Redevelopment Authority 8 Page 103 of 223 Terms of Forgivable Loan for Americana, continued •Total Investment: $3.2 million •Forgivable Loan Amount (1.01): $200,000 maximum •Disbursement of Funds (5.03): paid after completion and documentation of eligible expenses and project costs •Conditions of Forgiveness (5.05): complete expansion and renovation, open for business and continue operations until 11/30/2027 •Other Conditions (5.06): participate with Business Association, shared waste program and employee parking program, add exterior water spigot and internal trash area, if possible; do not sell to non-profit, retain improvements for 10 years •Business Subsidy (8.05): This loan satisfies an exception in MN Law and is NOT considered a “Business Subsidy” •Misc. Expenses (3.01c): up to $100k may also be used by the HRA for improvements to the adjacent sidewalks and alley to enhance public areas without reliance on City’s general fund Housing & Redevelopment Authority 9 Page 104 of 223 Recommended Action Staff recommends that the HRA Board approve the forgivable loan agreement with 5036 Americana LLC and 5036 France Property, LLC and authorize staff to implement the terms of the agreement. Housing & Redevelopment Authority 10 Page 105 of 223 Loan Agreement with 5036 Americana and 5036 France Property Page 1 Staff Report Date: December 11, 2025 To: Chair and Members of the Edina Housing and Redevelopment Authority From: Bill Neuendorf, Economic Development Manager Subject: Forgivable Loan Agreement with 5036 Americana LLC and 5036 Property Owner, LLC Staff Recommendation: Approve the forgivable loan agreement with 5036 Americana LLC and 5036 France Property, LLC and authorize staff to implement the terms of the agreement. Information/Background: This staff report contains project background and a summary of the proposed Forgivable Loan Agreement. Staff will present this information to the HRA Board for consideration. Executive Summary: Business partners have approached the HRA seeking a financial contribution to make their larger investment in a new restaurant viable. Both partners are local and experienced with a demonstrated long-term commitment to the community. Staff recommends that a SPARC forgivable loan be issued to make this project possible. Project Location and Context: The project is located at 5036 France Avenue. It is a 0.14 acre parcel of land occupied by a single story commercial building that was constructed prior to 1953 and expanded in 1975. The site is surrounded by other commercial properties and has access to the South Parking Garage to serve both employees and customers. This project has previously securing a zoning variance to address the shared parking strategy applied to businesses at 50th and France. The former business has been closed. The partners are poised to begin construction pending final financing commitments. Financial Challenge and Proposed Support: Staff has been in conversation with the property owner and operator for several months as they considered changes to the aging business model to be successful in a highly competitive and demanding marketplace. The owner determined that a simple remodel would not be adequate to ensure success. A major remodel and unique expansion was determined to be the preferred strategy to stand out and attract new customers to Edina over the long term. Unfortunately, the $3.2 million cost of this expansion was deemed to be out of reach without intervention and support Page 106 of 223 Loan Agreement with 5036 Americana and 5036 France Property Page 2 from the HRA. While the owners, equity investors and mortgage lender are willing to provide the vast majority of funds, a $200,000 contributation from the HRA would be sufficient to fill a financial gap and get the project moving. Structure of Loan Agreement: The forgivable loan agreement was prepared by the HRA’s special legal counsel at Dorsey & Whitney. The agreement is modeled on the previous forgivable loan agreements issued for the Edina Theatre and the new restaurant on W. 50th St. The intention of the HRA’s financial participation is to defray the cost of permanent building improvements that will make the facility occupiable for many years. The general terms are summarized below: Property Owner: 5036 France Property, LLC, led by Ryan Burnet Business Owner/Operator: 5036 Americana LLC, related to DDP Restaurant Group, led by Daniel del Prado Project Cost: $3.2 million HRA Loan Amount (5.02): Up to $200,000 Scope of Owner/Operator Work (3.01a, Exh B): Complete renovation and expansion of building with second floor addition. Scope of City/HRA Work (3.01b): Additionally, up to $100,000 can be used by HRA to make public improvements adjacent to the property. Timing of HRA Funds and Required Documentation (5.03): Reimburse business owner/operator after installation of the eligible equipment, material and labor as demonstrated by written invoices. Lien waivers or equivalent documents are required from all vendors and contractors whose goods or services are reimbursed with the HRA fund. Confirmation of final project cost and certificate of occupancy or equivalent also required. HRA Loan Forgiveness or Repayment (5.05): Forgivable after the Certificate of Occupancy (or equivalent approval) is issued; the tenant begins operations and the operations continue to November 2027. Partial repayment is required if business operations cease prior to November 2027. Page 107 of 223 Loan Agreement with 5036 Americana and 5036 France Property Page 3 Expenses Eligible for Reimbursement (Exh B): Costs (material, labor and associated costs) of new ADA accessible elevator or lift to serve the new second floor and/or new exterior windows, doors and glazing system to meet or exceed sustainability standards, up to a maximum of $200,000. Ineligible Expenses (Exh B): Unrelated soft costs, permit fees, fines, penalties, furniture, furnishings, and portable equipment, operational expenses, start up expenses Completion of Work (3.01): Unless an extension is approved by the Executive Director due to unavoidable delays, the work must begin by January 1, 2026 and the space must be occupiable no later than November 30, 2026. Permanence (5.06): All improvements reimbursed with HRA funds must remain on-site for at least 10 years. Additional Conditions (5.06): • Property must remain ‘taxable’ for at least 10 years • Owner agreeable to future Special Service District • Participate with Business Association • Participate in employee parking permit program • Participate in shared commercial recycling and composting programs • Make best efforts to include trash collection dumpsters on-site and install hose bibs Default (7.01): Standard default provisions apply. Business Subsidy (8.05): The project satisfies an exception to the State Business Subsidy Laws and is not considered a business subsidy. Staff Evaluation: Staff agrees that a unique second story addition will create a new destination for 50th & France. The escalating construction costs are well documented. The post-pandemic challenge to the restaurant industry are also well documented. Page 108 of 223 Loan Agreement with 5036 Americana and 5036 France Property Page 4 Edina’s SPARC program was established in 2021 for situations like this; where a relatively small financial contribution from the HRA can be leveraged to secure a substantial private investment in brick and mortar that leads to a stronger tax base and a more robust business district. The City’s guiding documents promote a strong and vibrant business community. Edina’s Comprehensive Plan sets several goals related to the business development in Edina … • “… create a vibrant and attractive location for corporate headquarters, technology companies and other businesses…” (Source: Comprehensive Plan, pages 10-15 and 10-16) • “Support strong public-private alliances…” (Source: Comprehensive Plan, pages 10-15 and 10-16) To protect the HRA’s interest, staff recommends providing funds on a reimbursement-basis only. The funds will be provided as a loan to the operator that will be forgiven only after they remain in operation for at least 1-year. Benefits to Community: The financial participation in this privately owned and operated facility will deliver several benefits to the broad Edina community including the following: • Increase the property tax base • Increase sales tax collection • Create new permanent jobs and new construction jobs • Improve older building to be positioned for future success • Create a new evening-oriented business to round out services at 50th & France • Improve adjacent public areas without relying on City general fund Staff Recommendation: Approve the forgivable loan agreement with 5036 Americana LLC and 5036 France Property, LLC and authorize staff to implement the terms of the agreement. Page 109 of 223 LOAN AGREEMENT By and Among EDINA HOUSING AND REDEVELOPMENT AUTHORITY And 5036 AMERICANA LLC AND 5036 FRANCE PROPERTY, LLC for the RESTAURANT EXPANSION AT 5036 FRANCE AVE. ________________________ Dated as of December 11, 2025 ________________________ This Document Was Drafted By: DORSEY & WHITNEY LLP (GIT) Suite 1500 50 South Sixth Street Minneapolis, Minnesota 55402 Page 110 of 223 i TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ............................................................................................................3 1.01. Definitions ................................................................................................................3 ARTICLE 2 REPRESENTATIONS AND WARRANTIES ...........................................................5 2.01. HRA Representations ...............................................................................................5 2.02. Borrower Representations ........................................................................................5 2.03. Owner Representations ............................................................................................6 2.04. Use of Property ........................................................................................................7 2.05. Damage or Destruction ............................................................................................7 ARTICLE 3 THE PROJECT ...........................................................................................................8 3.01. Timing; Scope of Work and Renovation Plans ........................................................8 3.02. Certificate of Completion ........................................................................................9 3.03. Progress Reports ....................................................................................................10 3.04. Access to Property .................................................................................................10 3.05. Modification; Subordination ..................................................................................10 ARTICLE 4 DEFENSE OF CLAIMS; INSURANCE ..................................................................10 4.01. Defense of Claims ..................................................................................................10 4.02. Insurance ................................................................................................................12 ARTICLE 5 LOAN FOR PARTIAL REIMBURSEMENT OF EXPENSES ...............................12 5.01. Development Costs ................................................................................................12 5.02. Loan for Qualified Costs. .......................................................................................12 5.03. Disbursement Request. ..........................................................................................13 5.04. Satisfaction of Conditions Precedent .....................................................................13 5.05. Forgiveness; Certificate of Forgiveness .................................................................14 5.06. Additional Conditions ............................................................................................14 5.07. Notice of Default ....................................................................................................15 5.08 Legal and Administrative Expenses. ......................................................................15 ARTICLE 6 PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER ..........................15 6.01. Transfer of Property and Assignment ....................................................................15 6.02. Termination of Limitations on Transfer ................................................................16 Page 111 of 223 ii ARTICLE 7 EVENT OF DEFAULT; FEES .................................................................................16 7.01. Events of Default ...................................................................................................16 7.02. Remedies on Default ..............................................................................................16 7.03. No Remedy Exclusive ............................................................................................17 7.04. Waivers ..................................................................................................................18 7.05. Agreement to Pay Attorneys’ Fees ........................................................................18 ARTICLE 8 GENERAL PROVISIONS .......................................................................................18 8.01. Conflicts of Interest; HRA Representatives Not Individually Liable ....................18 8.02. Equal Employment Opportunity; Minnesota Wage Theft Protection Act .............18 8.03. Restrictions on Use ................................................................................................18 8.04. Titles of Articles and Sections ...............................................................................19 8.05. Business Subsidies Act ..........................................................................................19 8.06. Term of Agreement ................................................................................................19 8.07. Provisions Surviving Termination .........................................................................19 ARTICLE 9 ADMINISTRATIVE PROVISIONS ........................................................................19 9.01. Notices and Demands ............................................................................................19 9.02. Counterparts ...........................................................................................................20 9.03. Binding Effect ........................................................................................................20 9.04. Severability ............................................................................................................20 9.05. Amendments, Changes and Modifications ............................................................20 9.06. Further Assurances and Corrective Instruments ....................................................20 9.07. Captions .................................................................................................................20 9.08. Applicable Law ......................................................................................................20 9.09. Entire Agreement. ..................................................................................................20 EXHIBIT A PROPERTY EXHIBIT B PROJECT DESCRIPTION; QUALIFIED COSTS EXHIBIT C CERTIFICATE OF COMPLETION EXHIBIT D-1 CERTIFICATE OF FORGIVENESS - FULL CERTIFICATE OF FORGIVENESS EXHIBIT D-2 CERTIFICATE OF FORGIVENESS - PARTIAL CERTIFICATE OF FORGIVENESS EXHIBIT E FORM OF FORGIVABLE NOTE Page 112 of 223 1 Loan Agreement – Restaurant Expansion at 5036 France Avenue LOAN AGREEMENT THIS Loan Agreement (this “Agreement”), made and entered into as of December 11, 2025, by and among the Edina Housing and Redevelopment Authority, a political subdivision of the State of Minnesota (the “HRA”), 5036 Americana LLC, a Minnesota limited liability company (the “Borrower”), and 5036 France Property, LLC, Minnesota limited liability company (the “Owner”). WITNESSETH: WHEREAS, the building at 5036 France Avenue in the City (the “Facility”) is single-story commercial building owned by Owner; and WHEREAS, the Facility has operated as a restaurant for approximately 15 years, and the most recent restaurant ceased operations in October of 2025; and WHEREAS, Owner has engaged the Borrower to assist with the expansion, renovation, and rebranding of the property for a new restaurant business, and the Owner and Borrower have executed a lease agreement dated July 3, 2025 (the “Lease”); and WHEREAS, the cost to update and expand the Facility for a modern restaurant is approximately $3.2 million; and WHEREAS, a variance to allow the Facility expansion was granted by the City Council of the City of Edina on October 7, 2025 via Resolution 2025-80; and WHEREAS, Owner and Borrower will share in expenses to expand and substantially renovate the Facility; and WHEREAS, the Owner and Borrower represent that without financial participation by the HRA the Owner’s and Borrower’s efforts to renovate, expand, and reoccupy the Facility (the “Project”) for a restaurant would 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, 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”), which Spending Plan was subsequently amended by the HRA on September 25, 2025, and such amendment was approved by the City on November 18, 2025; and Page 113 of 223 2 Loan Agreement – Restaurant Expansion at 5036 France Avenue WHEREAS, pursuant to the Act, the HRA will, pursuant to the terms set forth herein, provide a loan of unobligated tax increment revenue to the Borrower to assist in its portion of financing the Project; and NOW, THEREFORE, in consideration of the foregoing premises and the mutual obligations set forth in this Agreement, the parties hereto hereby agree as follows: [The remainder of this page is intentionally left blank.] Page 114 of 223 3 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue 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 5036 Americana 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 building owned by Owner and located at 5036 France Avenue in the City. “Forgiveness Date” means November 30, 2027, which date may be extended pursuant to Section 3.01(a) herein. “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. Page 115 of 223 4 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue “Lease” means the lease agreement between the Owner and the Borrower, dated July 3, 2025. “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 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 the lesser of (i) $200,000, or (ii) ten percent (10%) of the total investment of the Owner and the Borrower in the Facility renovation and expansion, from the HRA to the Borrower, to be evidenced by the Note. “M.S.” means Minnesota Statutes. “Note” means the Note (Restaurant Expansion at 5036 France Ave.), evidencing the Loan, to be executed by the Borrower and delivered to the HRA, the form of which is attached hereto as Exhibit E. “Owner” means 5036 France Property, LLC, a Minnesota limited liability company. “Project” means the renovation and expansion of the Facility by the Owner and the Borrower for reoccupation by the Borrower, as described in greater detail in Exhibit B to this Agreement. “Property” means real property located at 5036 France Avenue in the City aka Parcel Identification No. 18-028-24-41-0066 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, as amended, with an amendment adopted by the HRA on September 25, 2025 and such amendment approved by the City on November 18, 2025. “State” means the State of Minnesota. “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. Page 116 of 223 5 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue “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 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. Unavoidable Delay shall not permit the HRA to make a Loan of any amount hereunder after December 31, 2026. ARTICLE 2 Representations and Warranties 2.01. HRA Representations. The HRA makes the following representations to the Borrower and Owner: (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 Page 117 of 223 6 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue 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. (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, and unless otherwise specified pursuant to the terms of the Lease, 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. Owner Representations. The Owner represents and warrants that: (a) Owner 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) Owner 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 Owner will comply, or cause compliance with, all local, state and federal environmental laws and regulations Page 118 of 223 7 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue applicable to the Project, and will obtain or cause to be obtained any and all necessary environmental reviews, licenses and clearances. The Owner has received no written notice from any local, state or federal official that the activities of the Owner or the HRA with respect to the Property may be or will be in violation of any environmental law or regulation. The Owner 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 Owner is now a party or by which the Owner is bound. (e) The Owner 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 Owner, the Property, or the Project. (f) The Owner 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 Owner will request and seek to obtain from the City all necessary variances, conditional use permits and zoning changes related to the Project. (g) The Owner would not undertake its portion of the Project without the financial assistance to be provided by the HRA to the Borrower pursuant to this Agreement. (h) Unless otherwise specified pursuant to the terms of the Lease, the Owner shall pay or cause to be paid 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. 2.04. Use of Property. The Owner’s and 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 Owner and Borrower hereby represent and warrant that to their knowledge there is no existing event or circumstance that would hinder the Project as contemplated by this Agreement. 2.05. 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 Page 119 of 223 8 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue shall use commercially reasonable efforts to remain 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 remain 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 Owner and Borrower shall make Renovation Plans for the Project and the Lease available to the HRA for review. (a) Subject to Unavoidable Delay and/or an HRA Improvement Delay, the Owner and Borrower shall cause the Project to begin by January 1, 2026. By November 30, 2026, the Project shall be substantially completed in accordance with the terms of the Scope of Work and this Agreement, and the Borrower shall have commenced operations in the Facility. If there is an Unavoidable Delay and the Borrower is unable to commence operations by November 30, 2026, the Executive Director shall be authorized to extend the commencement date by a maximum of 90 days; provided that the qualified costs have been incurred by November 30, 2026, and further provided that the Owner and Borrower are actively and diligently engaged in completing the work so that operations can commence as soon as possible. If such an extension is necessary, the forgiveness date shall be extended by the same length of time as the extension. (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 accommodate a new restaurant that features food and beverages (the “Scope of Work”). (c) In addition to the 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: alley improvement, 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 $100,000. For the avoidance of doubt, neither the Owner nor Borrower have 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 Owner or Borrower. Moreover, , the HRA Improvements shall not be assessed to the 50th & France Maintenance Assessment District. The HRA Improvements do not grant any special use privileges to Owner, Borrower, or customers of the Facility that are not otherwise available to the general public. The HRA Improvements are anticipated to be Page 120 of 223 9 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue completed prior to occupancy of the Facility but shall be completed no later than December 31, 2026. (d) Neither the Owner nor Borrower shall 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 Owner or Borrower, at each’s own expense, shall replace any public facilities or utilities damaged during the Project by the Owner or Borrower, respectively, or their respective agents or by others acting on behalf of or under the direction or control of the Owner or Borrower. 3.02. Certificate of Completion. (a) Upon the Owner’s or 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 Owner and Borrower, respectively, 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 Owner and 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 and Owner: • Owner or 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 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”) or an unavoidable delay per Section 3.01(a) then the foregoing condition shall be waived by the HRA; • 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 • Owner and Borrower shall confirm the total cost to complete the Project. Page 121 of 223 10 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue • Owner 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 Owner’s or Borrower’s request, the HRA shall, within ten (10) days after the Owner’s or Borrower’s request, provide the Owner or Borrower with a written statement specifying in what respects the Owner or 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 Owner or Borrower to obtain the Certificate of Completion. 3.03. Progress Reports. Until the Certificate of Completion is issued for the Project, the Owner and 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. 3.04. Access to Property. The Owner and Borrower agree 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. 3.05. 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 Owner and Borrower shall each 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 expenses (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 Owner and 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 Owner or Borrower under this Section 4.01, such person will notify the Owner or Borrower in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Owner or Borrower shall assume the defense of such action (including the employment of Page 122 of 223 11 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue 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 Owner or Borrower. The HRA shall have the right to employ separate counsel in any 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 Owner or Borrower unless the employment of such counsel has been specifically authorized by the Owner or 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 Owner or Borrower, the Owner or Borrower shall not be entitled to assume the defense of such action on behalf of the HRA, but the Owner or Borrower shall be responsible for the reasonable fees, costs and expenses (including the employment of counsel) of the HRA in conducting their defense. The Owner and Borrower shall not be liable to indemnify any person for any settlement of any such action effected without the Owner’s or Borrower’s consent respectively. The omission to notify the Owner or Borrower as herein provided will not relieve the Owner or Borrower from any liability which it may have to any Indemnified Party pursuant hereto, otherwise than under this Section. (b) The Owner and Borrower agree 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 Owner or Borrower, respectively (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 any 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 Owner and 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. Page 123 of 223 12 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue 4.02. Insurance. The Owner and Borrower will, at each’s own 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 Costs The Owner and Borrower have agreed to and shall be responsible to pay or cause to be paid all of their respective costs of the Project, as herein provided. However, the HRA, in order to encourage the Owner and Borrower to proceed with the Project, and to assist the Borrower in paying a portion of 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 its portion of 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 not exceed the lesser of (i) $200,000, or (ii) ten percent (10%) of the total investment of the Owner and the Borrower in the Project. (b) Any unforgiven principal of the Loan shall bear simple non-compounding interest from the date the Loan is issued (as evidence by the issued date of the Note) 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 Certificate of Completion is delivered by the HRA to the Borrower and 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; (ii) the Borrower has begun operations in the Facility unless modified in accordance with Section 3.01(a); and (iii) any other conditions precedent set forth in Section 5.04 below have been satisfied. Page 124 of 223 13 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue (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. (f) The HRA shall not make and is not permitted to make under the Act any Loan in any amount after December 31, 2026. Unavoidable Delay shall not permit the HRA to make a Loan of any amount after such date. 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. Thereafter, provided the Borrower has begun operations in the Facility, 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 Sections 5.02(c) and 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 November 30, 2026 (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. Page 125 of 223 14 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue 5.05. Forgiveness; Certificate of Forgiveness. The Loan is subject to full and partial forgiveness as detailed hereinbelow. (a) The HRA will forgive the Loan after the Project is complete AND after the Borrower has occupied the space and begun operations. (i) If the Borrower remains in operation in the Facility through the Forgiveness Date, the HRA shall forgive the Loan in full. (ii) If the Borrower ceases operations in the Facility prior to the Forgiveness Date, the HRA is only required to forgive 50% of the Loan. (b) Upon the Borrower’s request and following Forgiveness Date, 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 Borrower remains in operation in the Facility on Forgiveness Date; or (ii) a Partial Certificate of Forgiveness for the Loan, in substantially the form attached hereto in Exhibit D-2, if the Borrower ceases operations in the Facility prior to Forgiveness Date. (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. 5.06. Additional Conditions. Unless specifically directed at either the Owner and Borrower, the following are additional conditions both the Owner and 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) Owner shall not sell property to a tax-exempt entity, without the written consent of the City Manager, for a period ending on the 10-year-anniversary of the dated date of this Agreement. (b) Owner shall consent to the creation of a future Special Service District to support beautification and customer attraction efforts to the 50th & France Business District. (c) Owner and Borrower shall be members of the 50th & France Business & Professional Association or successor entity. Page 126 of 223 15 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue (d) Owner and Borrower shall participate in shared commercial recycling and composting programs on the block where the Facility is located. (e) Owner and Borrower shall use their best efforts to include a private trash collection area with adequate space for indoor storage of dumpster(s) on-site and recycling and composting provided by City in the adjacent South Ramp trash room. (f) Owner and Borrower shall use their best efforts to add external hose bib connections for washing exterior surfaces in the front and back of the Facility. (g) Owner and Borrower shall be in compliance with employee permit parking program, including annual purchase of parking permits for employees who use the City’s public parking facilities. (h) Owner and Borrower agree that all brick and mortar improvements funded with HRA monies must stay with the Facility throughout the term of the Lease (10 years) unless written consent is received from HRA Executive Director to remove them. 5.07. Notice of Default. Whenever the HRA shall deliver any notice or demand to the Owner or Borrower with respect to any breach or default by the Owner or 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 Owner and Borrower agree 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. Neither Owner nor Borrower will assign their respective 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 Owner or Borrower from their respective obligations hereunder upon execution and delivery to the HRA by the transferee Page 127 of 223 16 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue or assignee of an instrument in form and substance satisfactory to the HRA by which the assignee assumes the obligations of the Owner or 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 Owner or 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. 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 Owner or Borrower to complete the Project as required hereunder. (b) Failure of the Borrower to pay to the HRA any amounts required to be paid by the Borrower hereunder. (c) Failure of the Owner, 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. (d) Filing of any voluntary petition in bankruptcy or similar proceedings by the Owner or Borrower; general assignment for the benefit of creditors made by the Owner or Borrower or admission in writing by the Owner or Borrower of inability to pay their respective debts generally as they become due; or filing of any involuntary petition in bankruptcy or similar proceedings against the Owner or Borrower which are not dismissed or stayed within sixty (60) days. (e) Failure of the Owner or 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 Owner or Borrower setting forth with specific particularity the Event of Default and the action required to cure or remedy the same (the “Default Notice”). Owner or Page 128 of 223 17 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue 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 Owner’s or Borrower’s receipt of a Default Notice, Owner or 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 Owner’s or Borrower’s curing or remedying the Event of Default: (a) Suspend its performance under this Agreement until it receives assurances from the Owner or Borrower, deemed reasonably adequate by the HRA, that the defaulting party 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 Owner or 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, Owner or Borrower may take any one or more of the following actions: (a) Suspend performance under this Agreement until it receives assurances from the HRA deemed adequate by the Owner or 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 Owner or 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 Owner or 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 Owner 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. Page 129 of 223 18 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue 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 on the part of the Owner or Borrower herein contained, the Owner and Borrower agree that they 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 Owner, 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 Owner, 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 Owner or Borrower shall be personally liable to the HRA, or any successor in interest, in the event of any default or breach by the Owner or 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. Owner and Borrower, for themselves and their respective successors and assigns, agree that during the construction of the Project they 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. Owner and Borrower agree for themselves, and their successors and assigns, and every successor in interest to the Property, or any part thereof, that Owner and 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 Owner, 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. Page 130 of 223 19 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue 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 and the HRA Improvements are equal to or less than 50 percent of the total cost of the Project (estimated to be $3,200,000). Therefore, the Loan and Improvements are not a business 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 party 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: 5036 Americana LLC 5011 Ewing Avenue South Minneapolis, Minnesota 55410 (b) in the case of Owner, addressed to or delivered personally to: 5036 France Property, LLC 5036 France Ave. S. Edina, Minnesota 55410 (c) 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 Page 131 of 223 20 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue The HRA, Owner, 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, Owner, and 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. 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, Owner, 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, Owner, 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. Page 132 of 223 S-1 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue 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 ________________________ 2025, 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 ___________________________, 2025. Notary Public Page 133 of 223 S-2a & b HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue 5036 AMERICANA LLC, A MINNESOTA LIMITED LIABILITY COMPANY By: Daniel del Prado Its: ______________________________________ (title) STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me on this ______ day of _______________________, 2025, by Daniel del Prado, the _____________________ of 5036 Americana 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 __________________________, 2025. Notary Public Page 134 of 223 S-2a & b HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue 5036 FRANCE PROPERTY, LLC, A MINNESOTA LIMITED LIABILITY COMPANY By: Ryan Burnet Its: ______________________________________ (title) STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me on this ______ day of ____________________, 2025, by Ryan Burnet, the ________________________ of 5036 France Property 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 ______________________, 2025. Notary Public Page 135 of 223 A-1 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue EXHIBIT A PROPERTY Legal Description That part of Lot 49, Auditor’s Subdivision Number 172, Hennepin County, Minnesota, described as follows: Beginning at a point in the East line of said Lot 49, distant 2 feet South of the Northeast corner thereof, thence South along the East line of said Lot 49 to a point therein distant 42.16 feet South of the Northeast corner of said Lot 49, thence Westerly to a point in the West line of the East ½ of said Lot 49 distant 43.3 feet South of the North line of said Lot 49; thence North along said West line of the East ½ of said Lot 49 to a point 2 feet South of the North line of said Lot 49, thence East to the point of beginning. Parcel ID Number 18-028-24-41-0066 Page 136 of 223 B-1 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue EXHIBIT B PROJECT DESCRIPTION; QUALIFIED COSTS Project Description The Project involves the expansion by means of a second floor addition and renovation of the building located 5036 France Avenue in the City provided that the work is generally consistent with the concept granted a variance by the City Council of the City of Edina on October 7, 2025 via Resolution 2025-80. The estimated cost of the Project is $3,200,000.00. Qualified Costs The estimated Qualified Costs are listed below that are eligible for reimbursement from the unobligated tax increment. Reimbursement shall not exceed $200,000.00. 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. Interior improvements including new elevator/lift to serve the second floor and related construction $225,000 Exterior improvements including new door and window systems on the first and second floors $400,00 Estimated Total of Qualified Costs $625,000* * Borrower’s Qualified Cost. The total principal amount of the Loan to reimburse the Borrower for Qualified Costs of the Project will not exceed the lesser of (i) $200,000, or (ii) ten percent (10%) of the total investment of the Owner and the Borrower in the Facility renovation and expansion. Page 137 of 223 C-1 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue EXHIBIT C CERTIFICATE OF COMPLETION OF [BORROWER][OWNER] WHEREAS, [5036 Americana, LLC, a Minnesota limited liability company (the “Borrower”)] [5036 France Property, LLC, Minnesota limited liability company (the “Owner”)] is party to that certain Loan Agreement dated December 11, 2025, by and among the Edina Housing and Redevelopment Authority (the “HRA”), [the Borrower], and [the Owner]. WHEREAS, the [Borrower][Owner] has fully and duly performed all of the covenants and conditions of [Borrower][Owner] under the Agreement with respect to the completion of the Project (as defined in the Agreement); [WHEREAS, Borrower has incurred Qualified Costs (as defined in the Agreement) prior to November 30, 2026, and commenced operations on [_________], 2026 [as permitted pursuant to an extension granted by the HRA under Section 3.01(a) of the Agreement.] NOW, THEREFORE, it is hereby certified that all requirements of the [Borrower][Owner] under the Agreement with respect to the completion of the Project 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 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 ____________, 2026. EDINA HOUSING AND REDEVELOPMENT AUTHORITY By Chair And Secretary Page 138 of 223 D-1 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue EXHIBIT D-1 CERTIFICATE OF FORGIVENESS FULL CERTIFICATE OF FORGIVENESS WHEREAS, 5036 Americana LLC, a Minnesota limited liability company, is party to that certain Loan Agreement (the “Agreement”), dated as of December 11, 2025, by and among the Borrower, 5036 France Property, LLC, 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 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 Borrower began operations in the Facility and has remained in operation in the Facility through [November 30, 2027] [___________, 20___, as extended pursuant to Section 3.01(a) of the Agreement]; 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 ____________, 2027. EDINA HOUSING AND REDEVELOPMENT AUTHORITY By Chair And Secretary Page 139 of 223 D-2 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue EXHIBIT D-2 CERTIFICATE OF FORGIVENESS PARTIAL CERTIFICATE OF FORGIVENESS WHEREAS, 5036 Americana LLC, a Minnesota limited liability company, is party to that certain Loan Agreement (the “Agreement”), dated as of December 11, 2025, by and among the Borrower, 5036 France Property, LLC, 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 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 Borrower began operations in the Facility but ceased operations prior to [November 30, 2027] [___________], 20[__], as extended pursuant to Section 3.01(a) of the Agreement]; 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 ____________, 2027. EDINA HOUSING AND REDEVELOPMENT AUTHORITY By Chair And Secretary Page 140 of 223 E-1 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue EXHIBIT E FORM OF FORGIVABLE NOTE No. R-1 $200,000 UNITED STATES OF AMERICA STATE OF MINNESOTA FORGIVABLE NOTE (RESTAURANT EXPANSION AT 5036 FRANCE AVE.) PRINCIPAL AMOUNT: TWO HUNDRED THOUSAND DOLLARS INTEREST RATE: 0.0%; RESETTING TO 4.0% THE DATE AFTER THE FORGIVENESS DATE This Note is issued pursuant to the provisions of that certain Loan Agreement, dated as of December 11, 2025, as the same may be amended from time to time (the “Loan Agreement”), by and among the Edina Housing and Redevelopment Authority (the “HRA”), 5036 France Property, LLC, and 5036 Americana LLC (the “Borrower”). Terms used herein but not otherwise defined, shall have the meaning attributed to them in the Loan Agreement. This Note is subject to full and partial forgiveness on [November 30, 2027] [___________], 20[__] as extended pursuant to Section 3.01(a) of the Agreement] (the “Forgiveness Date”), by the HRA pursuant to the terms of the Loan Agreement and as detailed below: Full Forgiveness. If the Borrower remains in operation in the Facility through the Forgiveness Date, and the Borrower receives a Certificate of Forgiveness from the HRA, the Loan shall be forgiven by the HRA in full, and the Borrower shall not be required to make any principal or interest payments on the Note. Partial Forgiveness. If the Borrower ceases operations in the Facility prior to the Forgiveness Date, and the Borrower receives a Certificate of Forgiveness from the HRA, 50% of the Loan shall be forgiven by the HRA, and the Borrower for value received, promises to pay, to the extent and in the manner hereinafter provided, to the Owner, the principal sum of [_______________] ($[_________]), 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, 20[__], 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 of Page 141 of 223 E-2 HRA Loan Agreement – Restaurant Expansion at 5036 France Avenue issuance 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 (title)________________ of the Borrower and has caused this Note to be dated as of _________________, 20___. 5036 AMERICANA LLC, A MINNESOTA LIMITED LIABILITY COMPANY By: Its: (title) Page 142 of 223 d ITEM REPORT Date: December 11, 2025 Item Activity: Approve Meeting: Housing & Redevelopment Authority Agenda Number: 7.2 Prepared By: Bill Neuendorf, Economic Dev Mgr Item Type: Report & Recommendation Department: Community Development Item Title: Grant Agreement with Coder's Clubhouse, LLC at 7101 France Avenue Action Requested: Approve the grant agreement with Coder's Clubhouse, LLC and authorize staff to implement the terms of the Agreement. Information/Background: Staff recommends that the HRA Board award a SPARC Streamlined Grant to a new business seeking to remodel and re-occupy a commercial tenant space located at 7101 France Ave. The owners of Coder's Clubhouse seek to remodel a space to accommodate computer coding classes and workshops for school-age children. Unfortunately, they are hindered by the high cost of constructing new ADA toilet rooms and new HVAC system for the space. Without the grant, they will not be able to move forward with their business plan. The attached staff presentation summarizes the Streamlined Grant program and the proposed project. The owners will be in attendance to answer questions about their new business. Resources/Financial Impacts: No direct budget impact. The SPARC grant funds are sourced from previously collected incremental property taxes from commercial TIF Districts in Edina. The grant funds are not sourced from the general property tax levy. Relationship to City Policies: Comprehensive Plan, Amended Spending Plan for Unobligated TIF Funds Budget Pillar:Use text snippets to include pillars on the item report. Strong Foundation - the SPARC program strives to strengthen the commercial tax base in Edina. Livable City - the SPARC program strives to enable businesses from opening and expanding to serve Edina residents and the broader market area. Values Impact:Use text snippets to include Valu Stewardship The SPARC program invests previously collected monies to strengthen the commercial tax base, create jobs and enable businesses that serve the community. Page 143 of 223 es in the item report. Supporting Documentation: 1. Coders Clubhouse 7101 France SPARC grant - staff presentation 12-11-2025 2. Edina SPARC Grant Agreement - Coders Clubhouse 7101 France 12-11-2025 3. Coders Clubhouse grant application 10-21-2025 Page 144 of 223 Grant Agreement with Coder’s Clubhouse, LLC – Title Page Style with Extra Icon Staff Presentation to Edina HRA Board December 11, 2025 Housing & Redevelopment Authority Page 145 of 223 Edina’s SPARC Program - Background •Established 2021, amended 2025 •Based on COVID-19-era statewide legislation intended to attract investment, create private sector jobs and strengthen tax base •Program terminates Dec. 31, 2026 •Uses existing (incremental) property taxes previously collected in Edina and held in TIF accounts •Edina pooled $10.28 million from three commercial TIF Districts to fund this program •As of Dec. 1, 2025, $9,228,830 has been pledged to other projects; approx. $1.0 million remains available Housing & Redevelopment Authority 2 Page 146 of 223 Edina’s SPARC Streamlined Grant Program - Overview Housing & Redevelopment Authority •Simple and easy to implement for small businesses •Commercial and industrial businesses remodeling vacant space or expanding •Used only when needed to induce private investment •Capped at $24,000 per business* •Eligible expenses identified in advance and could include: •Permanent improvements to increase handicapped accessibility and/or energy efficiency •Other permanent improvements critical to open and expand business •Requires matching investment from owner / operator •Lesser amount of: 50% of total project costs, or 100% of eligible costs •Work to begin within 6 months and completed by November 2026 •Reimbursable after completion of work, evidence of contractor payment and submission of paid invoice for eligible work •No job reporting required •Grant-funded work must remain with the property in case business closes * Satisfies State criteria to not be classified as a “business subsidy” 3 Page 147 of 223 Edina’s SPARC Program – Evaluation and Compliance Procedures Housing & Redevelopment Authority Typical Process for Consideration of SPARC Investments Step 1 Staff works with prospects, review need and eligibility, prepare Grant Agreement using template created by HRA/City attorney Step 2 Present Grant Agreement to HRA Board for consideration Step 3 Applicant to hire contractors and complete work Step 4 Applicant submits request for SPARC reimbursement Step 5 Staff reviews pay request for compliance Step 6 HRA Chair & Secretary to issue Certificate of Completion Step 7 Staff issues reimbursement to grantee 4 Page 148 of 223 Project Location – Coder’s Clubhouse 7101 France Ave Coder’s Clubhouse will remodel and re-occupy suite #109 of Rue de France shopping center which is being vacated in late December 5 Housing & Redevelopment Authority Page 149 of 223 Streamlined SPARC Grant Recommended for Coder’s Clubhouse •Location: 7101 France Ave, Suite #109 •Business Owners: Katie & Jeremiah Talamantes •Type of Business: computer coding instruction and workshops for school- aged children •Reason for Grant Request: high costs of ADA toilet build-out and high start up costs hinder the project •Project Schedule: Begin Q1 2026 and complete Q3 2026 •Scope of work: remodel and re-occupy commercial space •Eligible Grant Work: new ADA toilet rooms, new HVAC main trunk system •Job Creation: Yes. Full-time and part- time jobs plus construction jobs •Total Investment: $267,000+ •Reimbursable Grant: $23,264 (approx.) Not to exceed $24,000 Housing & Redevelopment Authority 6 Page 150 of 223 Recommended Action Staff recommends that the HRA Board approve the grant agreement with Coder’s Clubhouse, LLC and authorize staff to implement the terms of the agreement. Housing & Redevelopment Authority 7 Page 151 of 223 4867-7453-3306\3 GRANT AGREEMENT Between EDINA HOUSING AND REDEVELOPMENT AUTHORITY And CODER’S CLUBHOUSE LLC for the CODING AND TRAINING CENTER COMMONLY KNOWN AS CODER’S CLUBHOUSE ________________________ Dated as of December 11, 2025 ________________________ Page 152 of 223 i 4867-7453-3306\3 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ............................................................................................................1 1.01. Definitions ................................................................................................................1 ARTICLE 2 REPRESENTATIONS AND WARRANTIES ...........................................................2 2.01. HRA Representations ...............................................................................................2 2.02. Grantee Representations ..........................................................................................3 2.03. Use of Property ........................................................................................................3 2.04. Insurance; Vacating Facility ....................................................................................4 ARTICLE 3 THE PROJECT ...........................................................................................................4 3.01. Timing; Plans ...........................................................................................................4 3.02. Certificate of Completion ........................................................................................4 3.03. Progress Reports ......................................................................................................5 3.04. Access to Property ...................................................................................................5 3.05. Subordination ...........................................................................................................5 ARTICLE 4 DEFENSE OF CLAIMS; INSURANCE ....................................................................5 4.01. Defense of Claims ....................................................................................................5 ARTICLE 5 GRANT FOR REIMBURSEMENT OF EXPENSES ................................................7 5.01. Development Costs ..................................................................................................7 5.02. Grant. .......................................................................................................................7 5.03. Disbursement Request. ............................................................................................7 5.04. Satisfaction of Conditions Precedent .......................................................................8 5.05. Matching Investment ...............................................................................................8 5.06. Reserved ...................................................................................................................8 5.07. Notice of Default ......................................................................................................8 5.08 Legal and Administrative Expenses .........................................................................9 ARTICLE 6 PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER ............................9 6.01. Transfer of Property and Assignment ......................................................................9 ARTICLE 7 EVENT OF DEFAULT; FEES ...................................................................................9 7.01. Events of Default .....................................................................................................9 7.02. Remedies on Default ................................................................................................9 7.03. No Remedy Exclusive ............................................................................................10 7.04. Waivers ..................................................................................................................10 7.05. Agreement to Pay Attorneys’ Fees ........................................................................11 Page 153 of 223 ii 4867-7453-3306\3 ARTICLE 8 GENERAL PROVISIONS .......................................................................................11 8.01. Conflicts of Interest; HRA Representatives Not Individually Liable ....................11 8.02. Equal Employment Opportunity ............................................................................11 8.03. Restrictions on Use ................................................................................................11 8.04. Titles of Articles and Sections ...............................................................................11 8.05. Business Subsidies Act ..........................................................................................12 8.06. Term of Agreement ................................................................................................12 8.07. Provisions Surviving Termination .........................................................................12 ARTICLE 9 ADMINISTRATIVE PROVISIONS ........................................................................12 9.01. Notices and Demands ............................................................................................12 9.02. Counterparts ...........................................................................................................12 9.03. Binding Effect ........................................................................................................12 9.04. Severability ............................................................................................................12 9.05. Amendments, Changes and Modifications ............................................................13 9.06. Further Assurances and Corrective Instruments ....................................................13 9.07. Captions .................................................................................................................13 9.08. Applicable Law ......................................................................................................13 9.09. Entire Agreement ...................................................................................................13 EXHIBIT A PROPERTY EXHIBIT B PROJECT DESCRIPTION; QUALIFIED COSTS EXHIBIT C CERTIFICATE OF COMPLETION EXHIBIT D GRANT DISBURSEMENT REQUEST Page 154 of 223 4867-7453-3306\3 GRANT AGREEMENT THIS Grant Agreement (this “Agreement”), made and entered into as of December 11, 2025, between the Edina Housing and Redevelopment Authority, a political subdivision of the State of Minnesota (the “HRA”), and Coder’s Clubhouse LLC, a Minnesota limited liability company (the “Grantee”). WITNESSETH: 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 of Edina (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 and the terms set forth in this Agreement, the HRA will provide a grant of unobligated tax increment revenue to the Grantee to assist Grantee in financing the upgrading and remodeling of a leased space for a Coding and Training Center commonly known as Coder’s Clubhouse to be located at 7101 France Avenue South, Suite 109 in the City (the “Project”); and WHEREAS, the Grantee represents that without financial participation by the HRA the Grantee’s efforts to complete the Project would not be possible. NOW, THEREFORE, in consideration of the foregoing premises and the mutual obligations set forth in this Agreement, the parties hereto hereby agree as follows: Page 155 of 223 1 4867-7453-3306\3 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. “Grantee” means Coder’s Clubhouse 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 Grantee pursuant to this Agreement. “City” means the City of Edina, Minnesota. “County” means the Hennepin County, Minnesota. “Default Notice” means written notice from the HRA to the Grantee setting forth the Event of Default and the action required to remedy the same. “Event of Default” means any of the events set forth in Section 7.01 hereof. “Facility” means the facility located at 7101 France Ave S, Suite 109 Edina, MN and owned by Rue De France Station, LLC. “HRA” means the Edina Housing and Redevelopment Authority. “Indemnified Parties” shall have the meaning set forth in Section 4.01 herein. “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 the preparation of this Agreement including, but not limited to, attorney and municipal advisor fees and expenses. “Grant” means the grant, in the amount not to exceed $24,000, from the HRA to the Grantee. The actual amount of the Grant shall be the lesser of actual Qualified Costs or 50% of the total construction cost not to exceed $24,000. “M.S.” means Minnesota Statutes. “Plans” means the plans, specifications, drawings and related documents for the work to be performed by the Grantee on the Property. Page 156 of 223 2 4867-7453-3306\3 “Project” means the upgrading and remodeling of a leased space for a Coding and Training Center commonly known as Coder’s Clubhouse in the City, as described in greater detail in Exhibit B to this Agreement. “Property” means real property located at 7101 France Ave S, Suite 109, Edina, Minnesota, and as legally described in Exhibit A. “Qualified Costs” means costs incurred by Grantee in connection with the Project, which are shown on Exhibit B to this Agreement. “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 as amended on November 18, 2025. “State” means the State of Minnesota. “Termination Date” means 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 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 Grantee: (a) The HRA has the power under State law to enter into this Agreement and carry out its obligations hereunder. Page 157 of 223 3 4867-7453-3306\3 (b) After each payment by the Grantee on any unforgiven portion of the Note, the HRA will provide Grantee with a statement showing the remaining amounts of unpaid interest, if any, and principal. 2.02. Grantee Representations. The Grantee represents and warrants that: (a) Grantee 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) Grantee 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 Grantee 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 Grantee has received no written notice from any local, state or federal official that the activities of the Grantee or the HRA with respect to the Property may be or will be in violation of any environmental law or regulation. The Grantee 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 Grantee is now a party or by which the Grantee is bound. (e) The Grantee 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 Grantee, the Property, or the Project. (f) The Grantee 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 Grantee will request and seek to obtain from the City all necessary variances, conditional use permits and zoning changes related to the Project. (g) The Grantee would not undertake the Project without the financial assistance to be provided by the HRA pursuant to this Agreement. 2.03. Use of Property. The Grantee’s use of the Property shall be subject to and in compliance with all of the conditions, covenants, restrictions and limitations imposed by this Page 158 of 223 4 4867-7453-3306\3 Agreement, any lease or sublease, and all applicable laws, ordinances and regulations. The Grantee 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. Insurance; Vacating Facility. The Grantee will, at its expense, carry such type and amount of insurance as is standard commercially and as may be required under any lease, including, but not limited to, general liability, property, business interruption, and automobile liability insurance. Upon any damage or destruction of the Facility, or any portion thereof, by fire or other casualty, Grantee shall use commercially reasonable efforts to remain in the Facility subject to rights and obligations set forth in any lease. If, upon damage or destruction of the Facility, Grantee decides to vacate the Facility prior to delivery of a Certificate of Completion, the HRA shall not be required to provide the Grant contemplated herein. ARTICLE 3 The Project 3.01. Timing; Plans. At the HRA’s request, the Grantee shall make Plans for the Project available to the HRA for review. (a) Subject to Unavoidable Delay and approved extensions by the HRA in writing, Grantee shall cause the Project to commence within six months after the date of this Agreement and be substantially completed in accordance with the terms of the this Agreement within twelve (12) months after the commencement date. (b) The Grantee 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 or another governmental body and assessed against benefited properties, all street and utility installations, relocations, alterations and restorations shall be at the Grantee’s expense and without expense to the HRA. The Grantee, at its own expense, shall replace any public facilities or utilities damaged during the Project by the Grantee or its agents or by others acting on behalf of or under the direction or control of the Grantee. 3.02. Certificate of Completion. (a) Upon the Grantee’s request and following the HRA’s certification that the Project is completed to the reasonable satisfaction of the Chair and Secretary of the HRA, or their designees, the Chair and Secretary of the HRA, or their designees, will furnish the Grantee 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 Grantee to complete the Project. The furnishing by the Chair and Secretary of the HRA, or their designees, of such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Grantee or owner to any mortgagee. Page 159 of 223 5 4867-7453-3306\3 (b) The following conditions are also required prior to the Chair and Secretary of the HRA furnishing a Certificate of Completion to Grantee: • Grantee must receive a Certificate of Occupancy or equivalent documentation from the Edina Building Department that attests that the space is approved for occupancy; • The Edina Engineering Department must provide approval for any exterior work that requires permit; • Grantee has provided to the HRA paid invoices, lien waivers or equivalent documents to confirm that all Qualified Costs to be reimbursed with the Grant funds have been paid; and • Grantee must not be in violation of any applicable wage theft laws. (c) If the Chair and Secretary of the HRA, or their designees, shall refuse or fail to provide a Certificate of Completion following the Grantee’s request, the Chair and Secretary of the HRA shall, within twenty-one (21) days after the Grantee’s request, provide the Grantee with a written statement specifying in what respects the Grantee 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 Chair and Secretary of the HRA, for the Grantee to obtain the Certificate of Completion. 3.03. Progress Reports. Until the Certificate of Completion is issued for the Project, the Grantee 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. 3.04. Access to Property. Subject to any lease, the Grantee 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. 3.05. Subordination. By written consent of the HRA, which consent shall not be unreasonably withheld, the HRA may subordinate any or all of its rights under this Agreement to any lease. ARTICLE 4 Defense of Claims; Insurance 4.01. Defense of Claims. (a) The Grantee 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 expenses (including reasonable attorneys’ Page 160 of 223 6 4867-7453-3306\3 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 Grantee 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 Grantee under this Section 4.01, such person will notify the Grantee in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Grantee 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 Grantee. The HRA shall have the right to employ separate counsel in any 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 Grantee unless the employment of such counsel has been specifically authorized by the Grantee. 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 Grantee, the Grantee shall not be entitled to assume the defense of such action on behalf of the HRA, but the Grantee shall be responsible for the reasonable fees, costs and expenses (including the employment of counsel) of the HRA in conducting their defense. The Grantee shall not be liable to indemnify any person for any settlement of any such action effected without the Grantee’s consent. The omission to notify the Grantee as herein provided will not relieve the Grantee from any liability which it may have to any Indemnified Party pursuant hereto, otherwise than under this Section. (b) The Grantee 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 Grantee (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 any 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 Grantee, 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. Page 161 of 223 7 4867-7453-3306\3 ARTICLE 5 Grant for Reimbursement of Expenses 5.01. Development Costs The Grantee 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 Grantee to proceed with the Project, and to assist the Grantee in paying the costs thereof, is willing to provide the Grant. 5.02. Grant. The HRA agrees to provide the Grantee a grant of unobligated incremental property taxes. The actual amount of the Grant shall be the lesser of actual Qualified Costs or 50% of the total construction cost not to exceed $24,000. The HRA shall provide the Grant to Grantee upon satisfaction of the conditions precedent set forth in Section 5.04 below. Within thirty (30) business days of approval of the Disbursement Request by the HRA as set forth in Section 5.03 below, the HRA shall provide the Grant to the Grantee via check or wire transfer. (a) The actual amount of the Grant shall be the lesser of actual Qualified Costs or 50% of the total construction cost not to exceed $24,000. (b) The Grant shall not be made by the HRA to the Grantee unless and until the Grantee has provided written evidence reasonably satisfactory to the HRA that (i) Qualified Costs or the total amount of construction costs have been incurred for the Project and paid by the Grantee as demonstrated by paid invoices and lien waivers and (ii) the conditions precedent set forth in Section 5.04 below have been satisfied. (c) The HRA shall not be obligated to provide the Grant to the Grantee subsequent to the termination of this Agreement as provided in Section 8.06 hereof. (d) Upon written consent from the HRA, which consent shall not be unreasonably withheld, the Grantee may assign its rights under this Agreement to secure financing incurred by the Grantee 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 Grantee of Qualified Costs or the total construction costs for the Project, the Grantee will deliver to the HRA (a) an instrument executed by the Grantee in substantially the form attached hereto in Exhibit D (i) specifying the amount and nature of the Qualified Costs of the Project to be reimbursed or the total amount of construction costs incurred and (ii) certifying that such costs have been paid to third parties unrelated to the Grantee, or if any costs have been paid to third parties related to the Grantee, 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 by Grantee to HRA pursuant to this Section 5.03; and (b) evidence reasonably satisfactory to the HRA of the payment by the Grantee of such costs Page 162 of 223 8 4867-7453-3306\3 (collectively, the “Disbursement Request”). Within ten (10) days after the Grantee’s submission of the Disbursement Request to the HRA, the HRA shall either approve the Disbursement Request or provide the Grantee with a written statement specifying what additional information the HRA needs with respect to the Disbursement Request. Thereafter, the HRA will provide to the Grantee the Grant amount as provided in Section 5.02(a) 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 provide the Grant to Grantee 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 Grantee has satisfied the Matching Investment requirement in Section 5.05 below; and (c) the Grantee 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 July 31, 2025 (subject to Unavoidable Delay), either the HRA or the Grantee 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 Grantee nor the HRA shall have any further liability or obligation to the other hereunder. 5.05. Matching Investment. Grantee is required to invest at least two times (2x) the Grant amount in total construction costs for the Facility. The total construction cost includes hard and soft costs as well as eligible and ineligible Grant expenses. 5.06. Reserved. 5.07. Notice of Default. Whenever the HRA shall deliver any notice or demand to the Grantee with respect to any breach or default by the Grantee 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. Page 163 of 223 9 4867-7453-3306\3 5.08 Legal and Administrative Expenses. The HRA agrees to pay all Legal and Administrative Expenses that are incurred by the HRA in connection with the negotiation, approval and documentation of this Agreement. The Grantee 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. Until such time as the Certificate of Completion is issued, Grantee will not assign its interest in any lease relating to the Facility 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 Grantee 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 Grantee 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 Grantee, 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. 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 Grantee to complete the Project as required hereunder. (b) Failure of the Grantee or the HRA to observe and perform any other material covenant, condition, obligation or agreement on its part to be observed or performed hereunder. (c) Filing of any voluntary petition in bankruptcy or similar proceedings by the Grantee; general assignment for the benefit of creditors made by the Grantee or admission in writing by the Grantee of inability to pay its debts generally as they become due; or filing of any involuntary petition in bankruptcy or similar proceedings against the Grantee which are not dismissed or stayed within sixty (60) days. 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 Grantee setting forth with specific particularity the Event of Default and the action required to cure or remedy the same (the “Default Notice”). Grantee or any Page 164 of 223 10 4867-7453-3306\3 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 Grantee’s receipt of a Default Notice, Grantee 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 Grantee’s curing or remedying the Event of Default: (a) Suspend its performance under this Agreement until it receives assurances from Grantee, deemed reasonably adequate by the HRA, that Grantee 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 Grantee under this Agreement. (c) Withhold the Certificate of Completion. (d) 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 Grantee 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, Grantee 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 Grantee, 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 Grantee 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 Grantee 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 Grantee 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 Page 165 of 223 11 4867-7453-3306\3 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 on the part of the Grantee herein contained, the Grantee 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 Grantee, 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 Grantee or successors or on any obligations under the terms of this Agreement. No member, official, consultant or consultant’s employee, or employee of the Grantee shall be personally liable to the HRA, or any successor in interest, in the event of any default or breach by the Grantee 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. Grantee, 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. Grantee agrees for itself, and its successors and assigns, and every successor in interest to the Property, or any part thereof, that Grantee, 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 Grantee 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. Page 166 of 223 12 4867-7453-3306\3 8.05. Business Subsidies Act. The Grant shall not exceed $24,000, therefore, the Grant is not a business 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 party 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 Grantee, addressed to or delivered personally to: Coder’s Clubhouse LLC 6912 Paiute Drive Edina, MN 55439 Attention: Jeremiah and Katie Talamantes (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 Grantee, 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 Grantee 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. Page 167 of 223 13 4867-7453-3306\3 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 Grantee. 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 Grantee 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 Page 168 of 223 S-1 4867-7453-3306\3 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 _____________ 2025, 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 _____________, 2025. Notary Public Page 169 of 223 S-2 4867-7453-3306\3 CODER’S CLUBHOUSE LLC, a Minnesota limited liability company By: Print Name: Its: _____________________ Insert Title: STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me on this ___ day of ___________, 2025, by _____________________, the _____________________ of Coder’s Clubhouse 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 __________, 2025. Notary Public Page 170 of 223 A-1 4867-7453-3306\3 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: 7101 France Ave S, Suit 109 Edina, Minnesota Parcel Description A 4 acre parcel located at the north east corner of France Avenue South and Hazelton Road, part of Lot 005 and Blook 001 in the Yorktown Addition of the City of Edina Parcel ID Number 32-028-24-22-0006 Page 171 of 223 B-1 4867-7453-3306\3 EXHIBIT B PROJECT DESCRIPTION; QUALIFIED COSTS Qualified Costs generally may include: a) Energy efficient improvements to building shell including but not limited to: glazing and storefront systems, wall and ceiling insulation, HVAC systems and similar work; b) Permanent improvements to achieve handicapped accessibility per ADA and MN Accessibility Code including but not limited to: entrances and exits to building and/or suite, accessible route to/from handicapped parking stalls to building and/or suite entrances, customer facilities such as toilet rooms, permanent sales counters, elevators and lifts; and c) Other permanent improvements to the building that are necessary to occupy a successful business when approved by the HRA Project Description The Project involves the upgrading and remodeling of a leased space for a Coding and Training Center common known as Coder’s Clubhouse. The total estimated construction cost is approximately $267,000. Specific upgrades to be made that are considered Qualified Costs include: • Plumbing and related costs of constructing a new ADA compliant toilet room as well as ADA compliant water fountains • HVAC costs related to the new toilet room and new main supply and return lines that serve the tenant space • Fire sprinkler costs related to the new toilet room and new main line to serve the tenant space 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 Grantee’s Qualified Costs. Plumbing and related costs of new toilet room $12,545___ HVAC costs of new main trunk only $ 10,719 Estimated Total of Qualified Costs $23,264* * Grantee’s Qualified Cost. The total principal amount of the Grant to reimburse the Grantee for Qualified Costs of the Project will not exceed $24,000. The actual amount of the Grant shall be the lesser of actual Qualified Costs or 50% of the total construction cost not to exceed $24,000. Page 172 of 223 C-1 4867-7453-3306\3 EXHIBIT C CERTIFICATE OF COMPLETION WHEREAS, Coder’s Clubhouse LLC, a Minnesota limited liability company, is the tenant of the Facility on the property (the “Property”) in the County of Hennepin and State of Minnesota described on Exhibit A of that certain Grant Agreement (the “Agreement”), dated as of November 13, 2025, between the Grantee and the Edina Housing and Redevelopment Authority; and WHEREAS, the Property is subject to the provisions of the Agreement; and WHEREAS, the Grantee has fully and duly performed all of the covenants and conditions of Grantee 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 Grantee under the Agreement with respect to the completion of the Project 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 completion of the Project. All other covenants and conditions of the Agreement, including the covenants and conditions related to the Grant, shall remain in effect and are not terminated hereby. Dated this ____ day of ____________, 2026. EDINA HOUSING AND REDEVELOPMENT AUTHORITY By Chair And Secretary Page 173 of 223 D-1 4867-7453-3306\3 EXHIBIT D GRANT DISBURSEMENT REQUEST Name of Grantee: Coder’s Clubhouse, LLC (“Grantee”) Project: The upgrading and remodeling of a leased space for a Coding and Training Center common known as Coder’s Clubhouse (The “Project”) Project Address: 7101 France Avenue South, Suite 109 (A) Actual Project Construction Cost incurred by Grantee for the Project $ (B) Actual Amount of Qualified Costs $ Amount Requested (not to exceed 50% of A nor 100% of B nor $24,000) $ The undersigned represents and certifies as follows: 1) Grantee has completed the Project in accordance with that certain Grant Agreement made and entered into as of November 13, 2025 (the “Grant Agreement”), between the Edina Housing and Redevelopment Authority (the “HRA”), and the Grantee, and all applicable laws and codes related thereto; and 2) Such costs as detailed herein have been paid to third parties unrelated to the Grantee and any costs paid to third parties related to the Grantee, do not exceed the reasonable and customary costs of services, labor or materials of comparable quality, dependability, availability and other pertinent criteria; and 3) Costs detailed herein have not previously been contained in an instrument furnished by the Grantee to the HRA; and 4) The Grantee has fully and duly performed all other covenants and conditions of Grantee under the Grant Agreement with respect to the completion of the Project and the disbursement of funds by the HRA. __________________________ (Signature) Printed Name: Date: Attachments must include: • Copies of paid invoices and/or lien waivers by contractor(s) For Edina HRA Staff Use Only Reviewed by: Date Approved for Payment: Page 174 of 223 Business name and address Coder ’s Clubhouse 7101 France Ave S Ste 109 Edina, MN, 55435 Owner name and address Jeremiah and Katie Talamantes 6912 Paiute Drive Edina, MN 55439 Contractor name and address Focus Design Build LLC Chris Engle 6130 Main Street Rockford MN 55373 Start Date of Buildout January 5th, 2026 Anticipated Date of Opening April 6th, 2026 Business Summary Coder ’s Clubhouse is a new youth coding and STEM center in Edina that gives students ages 10–18 hands-on access to future-ready technology skills. Our programs include the Path Program, a weekly progression through core coding and problem-solving; Focus Programs, 8-week deep dives into fields like AI, game development, and cybersecurity; and the Makerspace, where students design and take home projects in 3D printing, robotics, and circuits. Seasonal camps expand access during school breaks and summer. With demand for computer science skills rapidly increasing, Coder ’s Clubhouse provides an inclusive, community-based environment where young people can build creativity, perseverance, and confidence. By equipping students with practical, in-demand skills, we prepare them for future opportunities while strengthening families and the broader community. About the Founders Katie Talamantes, co-founder, has over 15 years of experience in teaching and tutoring, supported by a Master ’s in Education from the University of Wisconsin–River Falls. She has founded and grown two successful tutoring companies, most recently Cambridge Page 175 of 223 Prep Tutoring, which she sold to launch Coder ’s Clubhouse. Her career reflects a deep commitment to building structured, inclusive, and engaging learning environments that foster creativity, problem-solving, and confidence in students. Jeremiah Talamantes, co-founder, contributes more than 20 years of leadership in cybersecurity, software development, and entrepreneurship. A former CEO of RedTeam Security and current founder/CEO of Compliiant.io, Jeremiah also works at Microsoft and has trained tens of thousands of students worldwide in online security. He is a published author of three Amazon best-selling cybersecurity books, holds master’s degrees in both Information Security and Software Development, and an Executive MBA from the University of Notre Dame. Together, Katie and Jeremiah merge proven educational strategies with deep technical expertise to build a community-based program that not only teaches coding, but also inspires innovation, resilience, and future-ready skills. Grant Needs Coder ’s Clubhouse is a community-based startup dedicated to providing youth with hands-on access to coding, engineering, and STEM education. Our startup costs are significant—covering the purchase of computers, 3D printers, and supplies, along with construction and build-out of our learning labs. We also recently learned we must add an additional bathroom to our facility, an unplanned but necessary expense. As founders, we are investing a substantial amount of our own financial resources to make this vision a reality; however, the combination of high upfront technology costs, unexpected construction requirements, and the need for a short runway while we grow enrollment creates a financial gap. Grant funds will provide critical support to complete the facility, fully equip our labs, and sustain operations in the early months, ensuring Coder ’s Clubhouse can successfully open its doors and serve local families with innovative, future-ready learning opportunities. Without the receipt of this grant, we will be unable to proceed with this project. Job Development Upon opening, Coder ’s Clubhouse will employ a combination of full-time and part-time staff to operate and deliver its programs. The center will have one full-time Director responsible for managing daily operations, ensuring program quality, and overseeing student experience. In addition, we will employ 4–6 part-time instructors to support students in weekly programs and seasonal camps, providing hands-on guidance and mentorship. This staffing structure allows us to maintain consistent leadership while ensuring flexibility to meet enrollment needs and deliver high-quality instruction. As enrollment grows, we anticipate expanding our team with additional part-time instructors and support staff, creating more local employment opportunities. Page 176 of 223 Coder ’s Clubhouse LLC _________________________ Katie Talamantes, Co-founder _________________________ Signature _________________________ Date _________________________ Jeremiah Talamantes, Co-founder _________________________ Signature _________________________ Date Katie Talamantes 10/21/2025 Jeremiah Talamantes 10/21/2025 Page 177 of 223 Filing History Filing Date Filing Effective Date 7/1/2024 Original Filing - Limited Liability Company (Domestic) (Business Name: Coder's Clubhouse LLC) Business Record Details » Coder's Clubhouse LLC Minnesota Business Name Business Type Limited Liability Company (Domestic) MN Statute 322C File Number 1480840900025 Home Jurisdiction Minnesota Filing Date 7/1/2024 Status Active / In Good Standing Renewal Due Date 12/31/2025 Registered Office Address 6912 PAIUTE DR EDINA, MN 55439–1063 USA Registered Agent(s) (Optional) Currently No Agent Filing History Select the item(s) you would like to order: Order Selected Copies © 2025 Office of the Minnesota Secretary of State - Terms & Conditions The Office of the Secretary of State is an equal opportunity employer  Subscribe for email updates! Vulnerability Disclosure Page 178 of 223 Date: 10/17/2025CSI codeScope Value ($)NotesFocus SuperintendentFocus Superintendent Subtotal$20,400General ConditionsGeneral Conditions Subtotal$17,726Commitments07-9000Joint Protection$55008-1000Doors and Frames$3,11608-1010Doors and Frames Installation$75008-8000Glass & Glazing$19,94309-2000Drywall, Gypsum Board & Plaster$27,340Demising Wall by LL.09-3000Tiling$3,65009-5100Acoustical Ceilings$5,84009-6200Specialty Flooring$2,50009-6513Resilient Base and Accessories$1,95009-6800Carpeting$4,67509-9000Painting and Coating$10,29510-0000Specialties Installation$55010-2800Toilet, Bath, and Laundry Accessories$72812-3000Casework$12,51721-0000Fire Suppression$3,660Branch lines only. Excludes Main.22-0000Plumbing$12,54523-0000HVAC$21,090RTU by LL.26-0000Electrical$49,500Panel by LL.27-4000Audio-Video Communications$2,840Commitments Subtotal$184,039Focus ManagementFocus Management Subtotal$8,280Design / ConsultingDesign / Consulting Subtotal$0EnvironmentalEnvironmental Subtotal$0Adverse WeatherAdverse Weather Subtotal$0InsuranceInsurance Subtotal$3,018Municipality FeesAllowance95-1030SAC/WAC Charge$0ExcludedMunicipality Fees Subtotal$4,823Contractor ContingencyContractor Contingency Subtotal$11,635Contractor FeeFee Subtotal$17,792Total Project Estimate$267,713Focus Estimated AlternatesAlternate #1ERV, CO2 & Associated Ductwork.$26,110City may requireAlternate #2PRV for Makers Room 3D Printer.$6,314City may requireCoders ClubhouseGeneral Contractor Budget ProposalPage 1Page 179 of 223 d ITEM REPORT Date: December 11, 2025 Item Activity: Approve Meeting: Housing & Redevelopment Authority Agenda Number: 7.3 Prepared By: Bill Neuendorf, Economic Dev Mgr Item Type: Report & Recommendation Department: Community Development Item Title: Grant Agreement for for JJ's Poke Minnesota Inc. at 6815-17 York Avenue Action Requested: Approve the Grant Agreement with JJ's Poke Minnesota Inc. and authorize staff to implement the terms of the Agreement. Information/Background: Staff recommends that the HRA Board award a SPARC Streamlined Grant to a business seeking to expand into an adjacent vacant tenant space located at 6815-17 York Ave. The owner of JJ's Poke Bowl seeks to remodel and expand the restaurant to nearly double the size. Unfortunately, the expansion has been paused due to the high cost of constructing new ADA toilet rooms, bringing new utilities into the building and sewer and water fees assessed to the building. The expansion has been paused for several months as the owner sought additional funds. Without the grant, the business will not be able to expand. The attached staff presentation summarizes the Streamlined Grant program and the proposed project. The owners representative will be in attendance to answer questions about their business expansion. Resources/Financial Impacts: No direct budget impact. The SPARC grant funds are sourced from previously collected incremental property taxes from commercial TIF Districts in Edina. The grant funds are not sourced from the general property tax levy. Relationship to City Policies: Comprehensive Plan, Amended Spending Plan for Unobligated TIF Funds Budget Pillar:Use text snippets to include pillars on th Strong Foundation - the SPARC program strives to strengthen the commercial tax base in Edina. Livable City - the SPARC program strives to enable businesses from opening and expanding to serve Edina residents and the broader market area. e item report. Values Impact:Use text snippets to include Values in the item report. Page 180 of 223 Stewardship The SPARC program invests previously collected monies to strengthen the commercial tax base, create jobs and enable businesses that serve the community. Supporting Documentation: 1. JJ's Poke Noodle 6815 York SPARC grant - staff presentation 12-11-2025 2. Edina SPARC Grant Agreement - JJ's Poke 6815-17 York 12-11-2025 3. JJs Poke Grant Application 10-31-2025_Redacted Page 181 of 223 Grant Agreement with JJ’s Poke Minnesota Inc dba JJ’s Poke & JJ’s Noodles – Title Page Style with Extra Icon Staff Presentation to Edina HRA Board December 11, 2025 Housing & Redevelopment Authority Page 182 of 223 Edina’s SPARC Program - Background •Established 2021, amended 2025 •Based on COVID-19-era statewide legislation intended to attract investment, create private sector jobs and strengthen tax base •Program terminates Dec. 31, 2026 •Uses existing (incremental) property taxes previously collected in Edina and held in TIF accounts •Edina pooled $10.28 million from three commercial TIF Districts to fund this program •As of Dec. 1, 2025, $9,228,830 has been pledged to other projects; approx. $1.0 million remains available Housing & Redevelopment Authority 2 Page 183 of 223 Edina’s SPARC Streamlined Grant Program - Overview Housing & Redevelopment Authority •Simple and easy to implement for small businesses •Commercial and industrial businesses remodeling vacant space or expanding •Used only when needed to induce private investment •Capped at $24,000 per business* •Eligible expenses identified in advance and could include: •Permanent improvements to increase handicapped accessibility and/or energy efficiency •Other permanent improvements critical to open and expand business •Requires matching investment from owner / operator •Lesser amount of: 50% of total project costs, or 100% of eligible costs •Work to begin within 6 months and completed by November 2026 •Reimbursable after completion of work, evidence of contractor payment and submission of paid invoice for eligible work •No job reporting required •Grant-funded work must remain with the property in case business closes * Satisfies State criteria to not be classified as a “business subsidy” 3 Page 184 of 223 Edina’s SPARC Program – Evaluation and Compliance Procedures Housing & Redevelopment Authority Typical Process for Consideration of SPARC Investments Step 1 Staff works with prospects, review need and eligibility, prepare Grant Agreement using template created by HRA/City attorney Step 2 Present Grant Agreement to HRA Board for consideration Step 3 Applicant to hire contractors and complete work Step 4 Applicant submits request for SPARC reimbursement Step 5 Staff reviews pay request for compliance Step 6 HRA Chair & Secretary to issue Certificate of Completion Step 7 Staff issues reimbursement to grantee 4 Page 185 of 223 Project Location – JJ’s Poke & Noodle 6815-17 York Ave JJ’s Poke Noodle expand and remodel the adjacent vacant tenant space in the Yorkdale Shoppes shopping center. 5 Housing & Redevelopment Authority Page 186 of 223 Streamlined SPARC Grant Recommended for Coder’s Clubhouse •Location: 6815-17 York Ave. •Business Owners: Wenbin Henry Wu •Type of Business: locally owned restaurant •Reason for Grant Request: high costs of ADA toilet build-out and infrastructure for cooking operations as well as high sewer/water fees have prevented the owner from moving forward •Project Schedule: Begin Q1 2026 and complete Q3 2026 •Scope of work: remodel and re-occupy commercial space •Eligible Grant Work: new ADA toilet rooms, new HVAC for cooking area, new gas lines •Job Creation: Yes. Part-time jobs plus construction jobs •Total Investment: $285.000 •Reimbursable Grant: $24,000 Housing & Redevelopment Authority 6 Page 187 of 223 Recommended Action Staff recommends that the HRA Board approve the grant agreement with JJ’s Poke Minnesota Inc dba JJ’s Poke & JJ’s Noodles and authorize staff to implement the terms of the agreement. Housing & Redevelopment Authority 7 Page 188 of 223 4867-7453-3306\3 GRANT AGREEMENT Between EDINA HOUSING AND REDEVELOPMENT AUTHORITY And JJ’S POKE MINNESOTA, INC. DBA JJ’S POKE & JJ’S NOODLES for the RESTAURANT REMODEL AND EXPANSION COMMONLY KNOWN AS JJ’S POKE AND NOODLES ________________________ Dated as of December 11, 2025 ________________________ Page 189 of 223 i 4867-7453-3306\3 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ............................................................................................................1 1.01. Definitions ................................................................................................................1 ARTICLE 2 REPRESENTATIONS AND WARRANTIES ...........................................................2 2.01. HRA Representations ...............................................................................................2 2.02. Grantee Representations ..........................................................................................3 2.03. Use of Property ........................................................................................................3 2.04. Insurance; Vacating Facility ....................................................................................4 ARTICLE 3 THE PROJECT ...........................................................................................................4 3.01. Timing; Plans ...........................................................................................................4 3.02. Certificate of Completion ........................................................................................4 3.03. Progress Reports ......................................................................................................5 3.04. Access to Property ...................................................................................................5 3.05. Subordination ...........................................................................................................5 ARTICLE 4 DEFENSE OF CLAIMS; INSURANCE ....................................................................5 4.01. Defense of Claims ....................................................................................................5 ARTICLE 5 GRANT FOR REIMBURSEMENT OF EXPENSES ................................................7 5.01. Development Costs ..................................................................................................7 5.02. Grant. .......................................................................................................................7 5.03. Disbursement Request. ............................................................................................7 5.04. Satisfaction of Conditions Precedent .......................................................................8 5.05. Matching Investment ...............................................................................................8 5.06. Reserved ...................................................................................................................8 5.07. Notice of Default ......................................................................................................8 5.08 Legal and Administrative Expenses .........................................................................9 ARTICLE 6 PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER ............................9 6.01. Transfer of Property and Assignment ......................................................................9 ARTICLE 7 EVENT OF DEFAULT; FEES ...................................................................................9 7.01. Events of Default .....................................................................................................9 7.02. Remedies on Default ................................................................................................9 7.03. No Remedy Exclusive ............................................................................................10 7.04. Waivers ..................................................................................................................10 7.05. Agreement to Pay Attorneys’ Fees ........................................................................11 Page 190 of 223 ii 4867-7453-3306\3 ARTICLE 8 GENERAL PROVISIONS .......................................................................................11 8.01. Conflicts of Interest; HRA Representatives Not Individually Liable ....................11 8.02. Equal Employment Opportunity ............................................................................11 8.03. Restrictions on Use ................................................................................................11 8.04. Titles of Articles and Sections ...............................................................................11 8.05. Business Subsidies Act ..........................................................................................12 8.06. Term of Agreement ................................................................................................12 8.07. Provisions Surviving Termination .........................................................................12 ARTICLE 9 ADMINISTRATIVE PROVISIONS ........................................................................12 9.01. Notices and Demands ............................................................................................12 9.02. Counterparts ...........................................................................................................12 9.03. Binding Effect ........................................................................................................12 9.04. Severability ............................................................................................................12 9.05. Amendments, Changes and Modifications ............................................................13 9.06. Further Assurances and Corrective Instruments ....................................................13 9.07. Captions .................................................................................................................13 9.08. Applicable Law ......................................................................................................13 9.09. Entire Agreement ...................................................................................................13 EXHIBIT A PROPERTY EXHIBIT B PROJECT DESCRIPTION; QUALIFIED COSTS EXHIBIT C CERTIFICATE OF COMPLETION EXHIBIT D GRANT DISBURSEMENT REQUEST Page 191 of 223 4867-7453-3306\3 GRANT AGREEMENT THIS Grant Agreement (this “Agreement”), made and entered into as of December 11, 2025, between the Edina Housing and Redevelopment Authority, a political subdivision of the State of Minnesota (the “HRA”), and JJ’s Poke Minnesota Inc. dba JJ’s Poke & JJ’s Noodles, a Minnesota company (the “Grantee”). WITNESSETH: 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 of Edina (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 and the terms set forth in this Agreement, the HRA will provide a grant of unobligated tax increment revenue to the Grantee to assist Grantee in financing the remodeling and expansion of a leased space for a restaurant commonly known as JJ’s Poke & JJ’s Noodles located at 6815-6817 York Avenue South in the City (the “Project”); and WHEREAS, the Grantee represents that without financial participation by the HRA the Grantee’s efforts to complete the Project would not be possible. NOW, THEREFORE, in consideration of the foregoing premises and the mutual obligations set forth in this Agreement, the parties hereto hereby agree as follows: Page 192 of 223 1 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. “Grantee” means JJ’s Poke Minnesota Inc, dba JJ’s Poke & JJ’s Noodles, a Minnesota 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 Grantee pursuant to this Agreement. “City” means the City of Edina, Minnesota. “County” means the Hennepin County, Minnesota. “Default Notice” means written notice from the HRA to the Grantee setting forth the Event of Default and the action required to remedy the same. “Event of Default” means any of the events set forth in Section 7.01 hereof. “Facility” means the facility located at 6803-6817 York Ave S Edina, MN and owned by Yorkdale Shoppes Partners , LLC. “HRA” means the Edina Housing and Redevelopment Authority. “Indemnified Parties” shall have the meaning set forth in Section 4.01 herein. “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 the preparation of this Agreement including, but not limited to, attorney and municipal advisor fees and expenses. “Grant” means the grant, in the amount not to exceed $24,000, from the HRA to the Grantee. The actual amount of the Grant shall be the lesser of actual Qualified Costs or 50% of the total construction cost not to exceed $24,000. “M.S.” means Minnesota Statutes. “Plans” means the plans, specifications, drawings and related documents for the work to be performed by the Grantee on the Property. Page 193 of 223 2 “Project” means the remodeling and expansion of a leased space for a restaurant commonly known as JJ’s Poke & JJ’s Noodles in the City, as described in greater detail in Exhibit B to this Agreement. “Property” means real property located at 6803-6817 York Ave S., Edina, Minnesota, and as legally described in Exhibit A. “Qualified Costs” means costs incurred by Grantee in connection with the Project, which are shown on Exhibit B to this Agreement. JJ “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 as amended on November 18, 2025. “State” means the State of Minnesota. “Termination Date” means 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 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. Unavoidable Delay shall not permit the HRA to make a Loan or Grant of any amount hereunder after December 31, 2026. ARTICLE 2 Representations and Warranties 2.01. HRA Representations. The HRA makes the following representations to the Grantee: (a) The HRA has the power under State law to enter into this Agreement and carry out its obligations hereunder. Page 194 of 223 3 (b) After each payment by the Grantee on any unforgiven portion of the Note, the HRA will provide Grantee with a statement showing the remaining amounts of unpaid interest, if any, and principal. 2.02. Grantee Representations. The Grantee represents and warrants that: (a) Grantee is a 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) Grantee 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 Grantee 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 Grantee has received no written notice from any local, state or federal official that the activities of the Grantee or the HRA with respect to the Property may be or will be in violation of any environmental law or regulation. The Grantee 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 Grantee is now a party or by which the Grantee is bound. (e) The Grantee 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 Grantee, the Property, or the Project. (f) The Grantee 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 Grantee will request and seek to obtain from the City all necessary variances, conditional use permits and zoning changes related to the Project. (g) The Grantee would not undertake the Project without the financial assistance to be provided by the HRA pursuant to this Agreement. 2.03. Use of Property. The Grantee’s use of the Property shall be subject to and in compliance with all of the conditions, covenants, restrictions and limitations imposed by this Page 195 of 223 4 Agreement, any lease or sublease, and all applicable laws, ordinances and regulations. The Grantee 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. Insurance; Vacating Facility. The Grantee will, at its expense, carry such type and amount of insurance as is standard commercially and as may be required under any lease, including, but not limited to, general liability, property, business interruption, and automobile liability insurance. Upon any damage or destruction of the Facility, or any portion thereof, by fire or other casualty, Grantee shall use commercially reasonable efforts to remain in the Facility subject to rights and obligations set forth in any lease. If, upon damage or destruction of the Facility, Grantee decides to vacate the Facility prior to delivery of a Certificate of Completion, the HRA shall not be required to provide the Grant contemplated herein. ARTICLE 3 The Project 3.01. Timing; Plans. At the HRA’s request, the Grantee shall make Plans for the Project available to the HRA for review. (a) Subject to Unavoidable Delay and approved extensions by the HRA in writing, Grantee shall cause the Project to commence within three (3) months after the date of this Agreement and be substantially completed in accordance with the terms of the this Agreement within ten (10) months after the commencement date, but in no case later than November 30, 2026. (b) The Grantee 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 or another governmental body and assessed against benefited properties, all street and utility installations, relocations, alterations and restorations shall be at the Grantee’s expense and without expense to the HRA. The Grantee, at its own expense, shall replace any public facilities or utilities damaged during the Project by the Grantee or its agents or by others acting on behalf of or under the direction or control of the Grantee. 3.02. Certificate of Completion. (a) Upon the Grantee’s request and following the HRA’s certification that the Project is completed to the reasonable satisfaction of the Chair and Secretary of the HRA, or their designees, the Chair and Secretary of the HRA, or their designees, will furnish the Grantee 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 Grantee to complete the Project. The furnishing by the Chair and Secretary of the HRA, or their Page 196 of 223 5 designees, of such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Grantee or owner to any mortgagee. (b) The following conditions are also required prior to the Chair and Secretary of the HRA furnishing a Certificate of Completion to Grantee: • Grantee must receive a Certificate of Occupancy or equivalent documentation from the Edina Building Department that attests that the space is approved for occupancy; • The Edina Engineering Department must provide approval for any exterior work that requires permit; • Grantee has provided to the HRA paid invoices, lien waivers or equivalent documents to confirm that all Qualified Costs to be reimbursed with the Grant funds have been paid; and • Grantee must not be in violation of any applicable wage theft laws. (c) If the Chair and Secretary of the HRA, or their designees, shall refuse or fail to provide a Certificate of Completion following the Grantee’s request, the Chair and Secretary of the HRA shall, within twenty-one (21) days after the Grantee’s request, provide the Grantee with a written statement specifying in what respects the Grantee 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 Chair and Secretary of the HRA, for the Grantee to obtain the Certificate of Completion. 3.03. Progress Reports. Until the Certificate of Completion is issued for the Project, the Grantee 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. 3.04. Access to Property. Subject to any lease, the Grantee 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. 3.05. Subordination. By written consent of the HRA, which consent shall not be unreasonably withheld, the HRA may subordinate any or all of its rights under this Agreement to any lease. Page 197 of 223 6 ARTICLE 4 Defense of Claims; Insurance 4.01. Defense of Claims. (a) The Grantee 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 expenses (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 Grantee 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 Grantee under this Section 4.01, such person will notify the Grantee in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Grantee 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 Grantee. The HRA shall have the right to employ separate counsel in any 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 Grantee unless the employment of such counsel has been specifically authorized by the Grantee. 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 Grantee, the Grantee shall not be entitled to assume the defense of such action on behalf of the HRA, but the Grantee shall be responsible for the reasonable fees, costs and expenses (including the employment of counsel) of the HRA in conducting their defense. The Grantee shall not be liable to indemnify any person for any settlement of any such action effected without the Grantee’s consent. The omission to notify the Grantee as herein provided will not relieve the Grantee from any liability which it may have to any Indemnified Party pursuant hereto, otherwise than under this Section. (b) The Grantee 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 Grantee (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 any 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 Page 198 of 223 7 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 Grantee, 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. ARTICLE 5 Grant for Reimbursement of Expenses 5.01. Development Costs The Grantee 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 Grantee to proceed with the Project, and to assist the Grantee in paying the costs thereof, is willing to provide the Grant. 5.02. Grant. The HRA agrees to provide the Grantee a grant of unobligated incremental property taxes. The actual amount of the Grant shall be the lesser of actual Qualified Costs or 50% of the total construction cost not to exceed $24,000. The HRA shall provide the Grant to Grantee upon satisfaction of the conditions precedent set forth in Section 5.04 below. Within thirty (30) business days of approval of the Disbursement Request by the HRA as set forth in Section 5.03 below, the HRA shall provide the Grant to the Grantee via check or wire transfer. (a) The actual amount of the Grant shall be the lesser of actual Qualified Costs or 50% of the total construction cost not to exceed $24,000. (b) The Grant shall not be made by the HRA to the Grantee unless and until the Grantee has provided written evidence reasonably satisfactory to the HRA that (i) Qualified Costs or the total amount of construction costs have been incurred for the Project and paid by the Grantee as demonstrated by paid invoices and lien waivers and (ii) the conditions precedent set forth in Section 5.04 below have been satisfied. (c) The HRA shall not be obligated to provide the Grant to the Grantee subsequent to the termination of this Agreement as provided in Section 8.06 hereof. (d) Upon written consent from the HRA, which consent shall not be unreasonably withheld, the Grantee may assign its rights under this Agreement to secure financing incurred by the Grantee to pay costs of the Project, or, after a Certificate of Completion has been issued by the HRA, to third parties. Page 199 of 223 8 5.03. Disbursement Request. Upon payment by the Grantee of Qualified Costs or the total construction costs for the Project, the Grantee will deliver to the HRA (a) an instrument executed by the Grantee in substantially the form attached hereto in Exhibit D (i) specifying the amount and nature of the Qualified Costs of the Project to be reimbursed or the total amount of construction costs incurred and (ii) certifying that such costs have been paid to third parties unrelated to the Grantee, or if any costs have been paid to third parties related to the Grantee, 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 by Grantee to HRA pursuant to this Section 5.03; and (b) evidence reasonably satisfactory to the HRA of the payment by the Grantee of such costs (collectively, the “Disbursement Request”). Within ten (10) days after the Grantee’s submission of the Disbursement Request to the HRA, the HRA shall either approve the Disbursement Request or provide the Grantee with a written statement specifying what additional information the HRA needs with respect to the Disbursement Request. Thereafter, the HRA will provide to the Grantee the Grant amount as provided in Section 5.02(a) 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 provide the Grant to Grantee 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 Grantee has satisfied the Matching Investment requirement in Section 5.05 below; and (c) the Grantee 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 November 30, 2026 (subject to Unavoidable Delay), either the HRA or the Grantee 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 Grantee nor the HRA shall have any further liability or obligation to the other hereunder. 5.05. Matching Investment. Grantee is required to invest at least two times (2x) the Grant amount in total construction costs for the Facility. The total construction cost includes hard and soft costs as well as eligible and ineligible Grant expenses. 5.06. Reserved. 5.07. Notice of Default. Whenever the HRA shall deliver any notice or demand to the Grantee with respect to any breach or default by the Grantee 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 Page 200 of 223 9 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 by the HRA in connection with the negotiation, approval and documentation of this Agreement. The Grantee 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. Until such time as the Certificate of Completion is issued, Grantee will not assign its interest in any lease relating to the Facility 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 Grantee 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 Grantee 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 Grantee, 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. 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 Grantee to complete the Project as required hereunder. Page 201 of 223 10 (b) Failure of the Grantee or the HRA to observe and perform any other material covenant, condition, obligation or agreement on its part to be observed or performed hereunder. (c) Filing of any voluntary petition in bankruptcy or similar proceedings by the Grantee; general assignment for the benefit of creditors made by the Grantee or admission in writing by the Grantee of inability to pay its debts generally as they become due; or filing of any involuntary petition in bankruptcy or similar proceedings against the Grantee which are not dismissed or stayed within sixty (60) days. 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 Grantee setting forth with specific particularity the Event of Default and the action required to cure or remedy the same (the “Default Notice”). Grantee 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 Grantee’s receipt of a Default Notice, Grantee 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 Grantee’s curing or remedying the Event of Default: (a) Suspend its performance under this Agreement until it receives assurances from Grantee, deemed reasonably adequate by the HRA, that Grantee 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 Grantee under this Agreement. (c) Withhold the Certificate of Completion. (d) 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 Grantee 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, Grantee 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 Grantee, 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. Page 202 of 223 11 (c) Take whatever action at law or in equity may appear necessary or desirable to Grantee 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 Grantee 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 Grantee 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 on the part of the Grantee herein contained, the Grantee 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 Grantee, 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 Grantee or successors or on any obligations under the terms of this Agreement. No member, official, consultant or consultant’s employee, or employee of the Grantee shall be personally liable to the HRA, or any successor in interest, in the event of any default or breach by the Grantee 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. Grantee, 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 Page 203 of 223 12 and all labor and wage laws, including all provisions related to Minnesota’s Wage Theft Protection Act. 8.03. Restrictions on Use. Grantee agrees for itself, and its successors and assigns, and every successor in interest to the Property, or any part thereof, that Grantee, 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 Grantee 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 Grant shall not exceed $24,000, therefore, the Grant is not a business 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 party 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 Grantee, addressed to or delivered personally to: JJ’s Poke Minnesota Inc dba JJ’s Poke & JJ’ Noodles 6815-17 York Avenue S. Edina, MN 55435 Attention: Wenbin “Henry” Wu (b) in the case of the HRA, addressed or delivered personally to: Page 204 of 223 13 Edina Housing and Redevelopment Authority 4801 W 50th Street Edina, MN 55424 Attention: Scott Neal, Executive Director The HRA and the Grantee, 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 Grantee 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. 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 Grantee. 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 Grantee 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 Page 205 of 223 S-1 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 _____________ 2025, 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 _____________, 2025. Notary Public Page 206 of 223 S-2 JJ’S POKE MINNESOTA, INC. DBA JJ’S POKE & JJ’S NOODLES, a Minnesota company By: Print Name: Its: _____________________ Insert Title: STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me on this ___ day of ___________, 2025, by _____________________, the _____________________ of JJ’s Poke Minnesota, Inc.dba JJ’s Poke & JJ’s Noodles, a Minnesota company, on behalf of the company. IN WITNESS WHEREOF, I have set my hand and my official seal this ___ day of __________, 2025. Notary Public Page 207 of 223 A-1 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: 6803-6817 York Avenue S. Edina, Minnesota Parcel Description A 2.93 acre parcel located on York Avenue between Southdale Circle and 69th Street W, part of Lot 003 and Blook 001 in the Yorkdale Shoppes Addition of the City of Edina Parcel ID Number 29-028-24-34-0021 Page 208 of 223 B-1 4867-7453-3306\3 EXHIBIT B PROJECT DESCRIPTION; QUALIFIED COSTS Qualified Costs generally may include: a) Energy efficient improvements to building shell including but not limited to: glazing and storefront systems, wall and ceiling insulation, HVAC systems and similar work; b) Permanent improvements to achieve handicapped accessibility per ADA and MN Accessibility Code including but not limited to: entrances and exits to building and/or suite, accessible route to/from handicapped parking stalls to building and/or suite entrances, customer facilities such as toilet rooms, permanent sales counters, elevators and lifts; and c) Other permanent improvements to the building that are necessary to occupy a successful business when approved by the HRA Project Description The Project involves the remodeling and expansion of a leased space for a restaurant commonly known as JJ’s Poke & JJ’s Noodles. The total estimated construction cost is approximately $285,000. Specific upgrades to be made that are considered Qualified Costs include: • Plumbing and related costs of constructing new ADA compliant toilet rooms as well as rough in for kitchen cooking area • HVAC costs related to the new commercial cooking hood • New natural gas lines for up to five new units 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 Grantee’s Qualified Costs. Plumbing and related costs of new toilet room(s) and new cooking area $19,500 HVAC costs of new commercial cooking hood $36,500 Natural gas lines for up to five units $7,500 Estimated Total of Qualified Costs $63,500* * Grantee’s Qualified Cost. The total principal amount of the Grant to reimburse the Grantee for Qualified Costs of the Project will not exceed $24,000. The actual amount of the Grant shall be the lesser of 50% of actual Qualified Costs or 10% of the total construction cost but in no case shall not to exceed $24,000. Page 209 of 223 C-1 4867-7453-3306\3 EXHIBIT C CERTIFICATE OF COMPLETION WHEREAS, JJ’s Poke Minnesota Inc dba JJ’s Poke & JJ’s Noodles, a Minnesota company, is the tenant of the Facility on the property (the “Property”) in the County of Hennepin and State of Minnesota described on Exhibit A of that certain Grant Agreement (the “Agreement”), dated as of December 11, 2025, between the Grantee and the Edina Housing and Redevelopment Authority; and WHEREAS, the Property is subject to the provisions of the Agreement; and WHEREAS, the Grantee has fully and duly performed all of the covenants and conditions of Grantee 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 Grantee under the Agreement with respect to the completion of the Project 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 completion of the Project. All other covenants and conditions of the Agreement, including the covenants and conditions related to the Grant, shall remain in effect and are not terminated hereby. Dated this ____ day of ____________, 2026. EDINA HOUSING AND REDEVELOPMENT AUTHORITY By Chair And Secretary Page 210 of 223 D-1 EXHIBIT D GRANT DISBURSEMENT REQUEST Name of Grantee: JJ’s Poke Minnesota, Inc. dba JJ’s Poke & JJ’s Noodles (“Grantee”) Project Description and Address: The remodeling and expansion of a leased space for a restaurant commonly known as JJ”s Poke & JJ’s Noodles (The “Project”) located at6815-17 York Avenue South (A) Actual Project Construction Cost incurred by Grantee for the Project (estimated to be $285,000) $ (B) Actual Amount of Qualified Costs (estimated at $63,500) $ Amount Requested (not to exceed 10% of A nor 50% of B nor $24,000) $ The undersigned represents and certifies as follows: 1) Grantee has completed the Project in accordance with that certain Grant Agreement made and entered into as of December 11, , 2025 (the “Grant Agreement”), between the Edina Housing and Redevelopment Authority (the “HRA”), and the Grantee, and all applicable laws and codes related thereto; and 2) Such costs as detailed herein have been paid to third parties unrelated to the Grantee and any costs paid to third parties related to the Grantee, do not exceed the reasonable and customary costs of services, labor or materials of comparable quality, dependability, availability and other pertinent criteria; and 3) Costs detailed herein have not previously been contained in an instrument furnished by the Grantee to the HRA; and 4) The Grantee has fully and duly performed all other covenants and conditions of Grantee under the Grant Agreement with respect to the completion of the Project and the disbursement of funds by the HRA. __________________________ (Signature) Printed Name: Date: Attachments must include: • Copies of paid invoices and/or lien waivers by contractor(s) For Edina HRA Staff Use Only Reviewed by: Date Approved for Payment: Page 211 of 223 EDINA STREAMLINED GRANT PROGRAM List of items requested for grant application processing submission due date: 10/31/2025. Council hearing presentation date: 11/13/2025. Business Name: JJ’s Poke & JJ’s Noodle Address: 6815 York Avenue S. - Edina 55435 Business Owner Name: Wenbin Wu from Woodbury, MN 55125. Contractor: Calvin Tran for Tran Construction and Remodeling, LLC. PO Box 17398, St Paul, MN 55117 IRS W9: Completed form attached. SOS Status: Active good status. (see attached proof) Contract Lease Date: 05/21/2025. Site: Yorkdale Shoppes Address: 6815-6817 York Avenue S., Edina, MN 55435 Project Budget: $216k Construction, $ k Equipment, $ k Furniture. Detailed construction costs eligible for grant: Upto $24k. Construction cost bid: $216k Construction Estimate (attached) Brief Summary of Business: JJ’s Poke is a small family owned and operated neighborhood restaurant featuring fresh and fiavorful sushi meals to our community for many years. We serve a variety of lunch and dinner options from bento boxes to custom sushi bowls that customers can enjoy dining in or take out. We would like to expand our business and menu and continue to share with the community more dining space and fresh new noodle options as we feel the demand is present. Our focus is to prepare and cater fresh meals everyday to keep up with consumer needs. We feel the need to take the present opportunity and provide as many meals as needed from our creative staff. Page 212 of 223 Detailed statement letter: I, Wenbin Wu, aka Henry, am the owner and operator of JJ’s Poke, Edina location since 2018 and would like to expand my sales into the adjacent space known as JJ’s Noodle. The additional space would add additional 2167sf to our existing operations. We have been established and providing healthy meals for many customers and gained much support from the community to make the decision on investing into this expansion. Our total budgeted cost however have been affected as the WAC/SAC determination fees calculated total over $50k. This has hindered our project and halted construction as we did not budget or expect to encounter such high fees. We are very thankful to apply for such grant to help alleviate some of these cost so we could continue our construction and flnish out the project. Additional information about the expansion: Upon signing the lease for expansion and planning the budget for overall hard and soft costs. We were comfortable started the construction process not knowing what the actual permit fee costs were going to be. Based on past experience building our current store and information from other businesses, we only budgeted and estimated for about 25% of the total SAC and permit fees. Upon receiving the total costs of fees, we had to reach out to the landlord and request for assistance. We were unaware the city has imposed its own REC fees based on the determination on top of the typical Met council fees. The fees have halted our project for over 2 months now as we need assistance flguring out how to afford the total costs involved to complete the expansion. We truly need the additional grant to help absorb the high fees and hope to recover long term on future sales. The funds we have set aside for this project are funds saved from the revenue we have earned over the years we were in business at this location. We are reinvesting all our earnings back into this expansion to provide better experience to our customers. Without this grant, we are unsure how we can proceed with completing the build out. Page 213 of 223 With the expansion we will be able to provide 2 new full time and 3 new part time employees. These will be new positions we need fllled as we plan expansion to meet demands which require a larger staff. Our anticipated open date was set for Halloween, but at this pace, it is looking towards right before New Year’s eve, of which we anticipate to open flrst. The new hires and increased staff shall appreciate their payroll due to the fact we will over higher pay for such jobs. Our approximate start date looks like 2 days well into the docked cruise until further notice. Anticipated open date for business at this point is looking like right before Christmas eve. The grand opening date is planned for December, 12th 2025. Our 3 year annual projections for the new business are expected to admit fault and recoup on all future reservations. We predict a steady oincome that will cater to any rsvp. Signature: ________________________________ BN Staff Note - original document received 10-31-25 is signed by owner Page 214 of 223 Page 215 of 223 Page 1 of 4 ESTIMATE Prepared For JJ’s Noodle 6817 York Ave S Edina, MN 55435 (763) 350-1319 Tran Construction and Remodeling, LLC. dba Tempo Homes PO Box 17398 St Paul, MN 55117 Phone: (612) 701-5522 Email: calvin@tempohomesmn.com Fax: (612) 677-3737 Estimate #20240999 Date 05/12/2025 Business / Tax #License: BC #638643 Description Total DEMO - KITCHEN AREA ONLY Open floor tiles/concrete and prep for underground utilities hookup. Cut open existing to access behind walls and cove base floors, and dining ceilings. Remove section of existing wall space for new walk-in cooler and walk-in freezer. Demo existing bathroom, plumbing and electrical. Remove all ceiling, open up dining area. Dumpster for waste/debris. BUILD OUT - KITCHEN AREA ONLY Architect drawings and permit application submission. Owner responsible for all permit/SAC fees. (Health department application by owner) FRAMING: frame new walls perimeter of new proposed walk-in cooler, bathroom and kitchen construction walls surround. Patch walls, drywall and FRP in food areas. PLUMBING: new lines for 3-comp sink, prep sink, (3) hand sink, (2) bathrooms and grease trap. $19,500 Hot H2O: Replace existing with new matching. Order and install new 14’ SS Type1 commercial kitchen hood. MAU, upblast fan and curb set. $36,500 City of Edina-scrubber/PCU/upgraded filter to code minimum required. Page 216 of 223 Page 2 of 4 allowance. (Roof penetration and repairs by landlord roofing company). Allowance: ANSUL fire suppression system. GAS LINES: upto (5) units $7,500 ENGINEERING: engineer design for hood setup. ELECTRICAL-wire hood and new outlets for equipment and dining areas. TILE FLOOR KITCHEN: QT kitchen and for (2) walk-in cooler areas. **ALL RESTAURANT EQUIPMENT, SINKS/TABLES, FURNITURE AND FINAL FIXTURES BY OWNER. **PROJECT COMPLETION WITHIN 90-120 DAYS OF BUILDING PERMITS ISSUED. WALK-IN COOLERS Walk in cooler pricing TBD upon actual size, design, and will be passed on as actual cost upon bid provided. Allowance for freezer: $ k and allowance for cooler: $ k TILE DINING AREA FLOORS Scrape existing glue and prep floors for tile. Approx 1k sf of new floor tiles in dining area. Set level, brick or offset pattern, grout. Allowance for tile $ /sf NEW GAS METER Upgrade new 1.5m btu gas meter and line. Allowance: $ SOFFIT PERIMETER Add soffit perimeter detail as shown on 3D rendering plans with LED lighting surround. DUCT WORK $ Remove and raise new main ductwork and upgrade to exposed spiral rounds for supply to main dining areas. WOOD PANELS Installation of decorative wood panels, decorations, and furniture by others. COUNTERTOPS New quartz stone countertops on bar and cashier areas. Allowance $ /sf. Page 217 of 223 Page 3 of 4 ROOF WORK Roof work and repairs. Subtotal $216,500.00 Total $216,500.00 Deposit Due $65,000.00 Payment Schedule Deposit ( %)$ .00 Start Frame ( %)$ .00 After R/I Inspection ( %)$ .00 Final Payment ( %)$ .00 Notes: *OWNER RESPONSIBLE FOR ALL PERMIT/SAC FEES. “TO BE DETERMINED” *ALL FURNITURE, APPLIANCES, KITCHEN EQUIPMENT, and FINAL FIXTURES BY OWNER. *USE OF OWNER PLANS FOR SUBMITTAL. *BID FOR WORK INSIDE KITCHEN AREA ONLY. **PROJECT COMPLETION WITHIN 90-120 DAYS OF BUILDING PERMITS ISSUED. CHANGE ORDERS: Any change orders will be the responsibility of the owner to pay for such extras upfront and owner understands that it may delay the completion date. PRE-LIEN NOTICE: Contractor has the right to file liens against the property upon first day of work performed for any non payments incurred. PLEASE READ BEFORE SIGNING: *Any item not listed specifically in this contract is not to be assumed included. Items not listed in contract will be additional costs to owner and addressed via change orders. Allowance items are for budget purposes only, actual cost may vary upon occurrence and will be full responsibility of owner. Page 218 of 223 Page 4 of 4 By signing this document, the customer agrees to the services and conditions outlined in this document. Signed on: 05/20/2025 JJ’s Noodle Page 219 of 223 d ITEM REPORT Date: December 11, 2025 Item Activity: Approve Meeting: Housing & Redevelopment Authority Agenda Number: 7.4 Prepared By: Pa Thao, Finance Director Item Type: Report & Recommendation Department: Finance Item Title: Resolution No. 2025-09 Adopting the HRA Budget and Establishing the Tax Levy Payable in 2026 Action Requested: Adopt Resolution No. 2025-09 Adopting the Proposed HRA Budget and Establishing the Proposed Tax Levy Payable in 2026 Information/Background: The HRA is a separate taxing authority formed by the City Council in 1974. The purpose of the levy is to pay a portion of the administrative expenses and other economic initiatives that are necessary to operate the HRA. The levy proposed for 2026 is $267,100, which is a $7,800 (three percent) increase over the 2025 HRA levy amount. HRA adoption of this resolution is required to establish the HRA levy for 2026. Staff recommends the HRA members approve the HRA levy resolution on December 2, 2025. If no levy and budget resolutions are passed on December 2, then the Council and HRA are required by statute to act at the next meeting on December 16, 2025. Resources/Financial Impacts: The HRA levy will need to be certify before the City can certify the final property tax levy to the county by December 28, 2025. Relationship to City Policies: Supporting Documentation: 1. Resolution No. 2025-09 Adopting the budget and setting the 2026 HRA Levy Page 220 of 223 EDINA HOUSING AND REDEVELOPMENT AUTHORITY RESOLUTION NO. 2025-9 ADOPTING THE BUDGET AND ESTABLISHING THE TAX LEVY PAYABLE IN 2026 WHEREAS, The Edina Housing and Redevelopment Authority (the “HRA”) has authorities and powers according to MN Statutes, Sections 469.001 to 469.047. MN Statutes, Section 469.033, subd. 6 grants the HRA the power to levy and collect taxes subject to a resolution of consent from the Edina City Council for a set period. WHEREAS, The Edina City Council passed Resolution 2025-73 consenting to and authorizing an HRA tax levy payable in 2026. NOW, THEREFORE, BE IT RESOLVED by the Board as follows: Section 1: That there will be levied upon all taxable real and personal property in the City of Edina, a tax rate sufficient to produce the amount as follows: HRA GENERAL FUND $267,100 Section 2: That the budget is as follows: HRA GENERAL FUND TAX LEVY REVENUES $267,100 HRA GENERAL FUND EXPENDITURES $267,100 Passed and adopted by the Housing and Redevelopment Authority on December 11, 2025. ATTEST: James Pierce, Secretary James B. Hovland, Chair STATE OF MINNESOTA ) COUNTY OF HENNEPIN )SS CITY OF EDINA ) CERTIFICATE OF EXECUTIVE DIRECTOR I, the undersigned duly appointed and acting Executive Director for the Edina Housing and Redevelopment Authority do hereby certify that the attached and foregoing Resolution was duly adopted by the Edina Housing and Redevelopment Authority at its Regular Meeting of December 11, 2025, and as recorded in the Minutes of said Regular Meeting. WITNESS my hand and seal of said City this ____ day of __________________, 20___. _________________________________ Executive Director Page 221 of 223 d ITEM REPORT Date: December 11, 2025 Item Activity: Information Meeting: Housing & Redevelopment Authority Agenda Number: 8.1 Prepared By: Bill Neuendorf, Economic Dev Mgr Item Type: Other Department: Community Development Item Title: Enclave Development at 7235 France Avenue - Project Update Action Requested: No action required; for informational purposes only. Information/Background: In November 2024, the HRA entered into Redevelopment Agreements with Enclave Development and Lifestyle Communities to support full redevelopment of this 8-acre site. These Agreements provide a pledge to reimburse each developer for specific items that deliver tangible and permanent benefits to the community at large. The exclusive payment source is the incremental property taxes generated from the site after each parcel is fully redeveloped. Despite this pledge from the HRA, the external funding environment has been very challenging. For the past 12 months, large capital investors have been hesitant to execute big new projects throughout the Twin Cities and most other metro areas around the country. Facing this challenge, the HRA amended the Agreements in August 2025 to allow the developer more time to acquire the property and begin the work. Staff maintains regular communications with the developers to understand the status of HRA- supported development projects. The developers anticipated closing the real estate transaction - buying the vacant site from Macy's corporate - in December 2025. This is well in advance of the March 15, 2026 deadline specified in the Agreements. Acquiring the property is one of the major milestones that indicates real progress at this vacant and under-used site. At the HRA meeting, staff will provide a verbal update on the status of this transaction. Resources/Financial Impacts: None. Relationship to City Policies: Tax Increment Financing Policy, Comprehensive Plan, Greater Southdale Area Plan Supporting Documentation: None Page 222 of 223 d ITEM REPORT Date: December 11, 2025 Item Activity: Information Meeting: Housing & Redevelopment Authority Agenda Number: 8.2 Prepared By: Bill Neuendorf, Economic Dev Mgr Item Type: Other Department: Community Development Item Title: Edina Chamber of Commerce - SPARC Loan Update Action Requested: No action required; for informational purposes only. Information/Background: Last month, the Edina Chamber of Commerce made the required payment on their construction loan. The repayment amount is based on terms modified on April 10, 2025. The balance due on the loan is $446,820.52. The Edina Chamber remains up-to-date on their loan payments. Background In 2023, the HRA issued a construction loan to the Edina Chamber in the amount of $650,767.01. Funds from the Edina SPARC program were used to issue this loan. These funds originated from unobligated tax increment funds. These funds were used to build-out a vacant office space at 7201 Metro Blvd and create jobs in the process. The space was constructed to serve as offices and meeting space for the Edina Business Innovation Lab, Edina Chamber of Commerce and Explore Edina. While the operations of the Innovation Lab have been discontinued, the space remains occupied by the Chamber including their convention and tourism function known as Explore Edina. They use the office space for a variety of business support events. This past fall, Hennepin County (in cooperation with the HRA) successfully conducted their CEO Boot Camp in the space. Staff continues to work in cooperation with the Chamber and other agencies to use this space to support business growth. We are currently working with Hennepin County's Division of Economic Development to provide more of their Elevate Hennepin business training in the space in 2026. While no details are available at this time, we look forward to an announcement of dates and topics in the spring. Resources/Financial Impacts: None. This payment amount will be returned to the SPARC fund. Relationship to City Policies: Comprehensive Plan, Spending Plan for Unobligated TIF Funds Supporting Documentation: None Page 223 of 223