HomeMy WebLinkAbout2025-08-14 HRA Meeting Packet
Meeting location:
Edina City Hall
Council Chambers
4801 W. 50th St.
Edina, MN
Housing & Redevelopment Authority Meeting Agenda
Thursday, August 14, 2025
7:30 AM
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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.
5.1. Executive Director's Response to Community Comments
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. Resolution 2025-04: Authorization to Transfer Property located at 5146 Eden
Avenue to City of Edina
Page 1 of 166
6.2. May 29, 2025 Special Work Session Minutes
June 10, 2025 Special Meeting Minutes
June 12, 2025 Regular Meeting Minutes
July 24, 2025 Special Meeting Minutes
7. Reports/Recommendations: (Favorable vote of majority of Commissioners
present to approve except where noted)
7.1. Recommending development team for property at 5146 Eden Avenue
7.2. Resolution 2025-05: Approving Interfund loan to Eden Willson TIF District for use in
Roadway and Bridge Improvements
7.3. Amend Redevelopment Agreements with Edina Enclave, LLC and Lifestyle
Communities, LLC pertaining to 7235 France Avenue.
8. Executive Director Comments
8.1. SPARC Program Update
9. HRA Member Comments
10. Adjournment
Page 2 of 166
d
ITEM REPORT
Date: August 14, 2025 Item Activity: Approve
Meeting: Housing & Redevelopment Authority
Agenda Number: 6.1
Prepared By: Bill Neuendorf, Economic Dev Mgr
Item Type: Report & Recommendation Department: Community Development
Item Title: Resolution 2025-04: Authorization to Transfer Property located at 5146 Eden
Avenue to City of Edina
Action Requested:
Approve Resolution 2025-04 authorizing the transfer of property at 5146 Eden Avenue to the City of
Edina.
Information/Background:
This property has been owned by the City or the Housing and Redevelopment Authority (HRA) since
1962. It has been exempt from property taxes since that time. The HRA recently reviewed several
offers to purchase the site and redevelop it for a combination of housing and commercial uses. The
HRA has identified a development team that it recommends to purchase and redevelop the site.
Before a purchase contract is prepared, the HRA chooses to return ownership of the property to the
City. This transfer is for a nominal amount and done in accordance with applicable Minnesota statutes
that govern the sale, purchase and transfer of real estate owned by a public entity.
This transfer is desired so that when the property is sold to a private developer, the sales proceeds
will be directed to the City of Edina. This new revenue will benefit the City's general fund. This is the
first in a two-step process. After the HRA formally authorizes the transfer, the City of Edina will be
asked to accept the transfer. This step is anticipated to occur on August 19th, 2025.
The City attorney has prepared and reviewed this resolution. Staff recommends that Resolution
2025-04 be approved.
Resources/Financial Impacts:
This transfer will lead to a positive impact in the City's budget after the property is sold to a private
owner in the future.
Relationship to City Policies:
Budget Values and Pillars
Supporting Documentation:
1. HRA Res 2025-04 - transfer property from HRA to City 8-14-2025
Page 3 of 166
EDINA HOUSING AND REDEVELOPMENT AUTHORITY
RESOLUTION 2025-04
APPROVING THE CONVEYANCE OF PROPERTY
AT 5146 EDEN AVENUE TO THE CITY OF EDINA
WHEREAS, the property commonly referred to as 5146 Eden Avenue and legally described on the
attached Exhibit “A” (“Subject Property”) was formerly used as the municipal public works maintenance
facility for the City of Edina from 1962 until this municipal function outgrew the site and was relocated in
2012; and
WHEREAS, the Edina Housing and Redevelopment Authority (“HRA”), acquired an interest in the
property from the City of Edina (“City”) in 2021 to study re-use alternatives, solicit input from the real
estate development community, consider design alternatives and solicit input from the general public to
facilitate the redevelopment of the site; and
WHEREAS, The City executed a quit claim deed for the Subject Property to the HRA on February
22, 2021 recorded with Hennepin County as Document Number 5857482; and
WHEREAS, the HRA solicited redevelopment proposals including purchase terms for the site in
March 2025, reviewed eleven (11) proposals in May 2025 and interviewed five development teams in July
2025; and
WHEREAS, the HRA is prepared to recommend a preferred development team who is believed to
offer the best terms and the best project for the site; and
WHEREAS, the City is considering a future sale of the Subject Property for a privately redeveloped
mixed-use project likely to include multi-family housing, commercial use(s) and outdoor walkways and spaces
available to the general public; and
WHEREAS, to facilitate the future sale of the Subject Property for private redevelopment, the HRA
proposes to convey the Subject Property back to the City for the purpose identified above;
NOW, THEREFORE, BE IT RESOLVED by the Edina Housing and Redevelopment Authority as
follows:
1. Authorizing conveyance of the Subject Property to the City of Edina by Quit Claim Deed;
Page 4 of 166
HRA Resolution 2025-04
Page 2
2. Authorizing the Chairperson and Executive Director of the HRA to execute all necessary
documents to facilitate and complete the conveyance of the Subject Property.
ADOPTED this ________ day of August, 2025, by the Edina Housing and Redevelopment Authority.
ATTEST: _______________________________
James B. Hovland, Chair
_______________________________
James Pierce, Secretary
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 is a true and correct copy of the Resolution duly adopted
by the Edina Housing and Redevelopment Authority at its Regular Meeting of August 14, 2025, and as recorded in the
Minutes of said Regular Meeting.
WITNESS my hand and seal of said City this ______________ day of ___________________, 2025.
_______________________________
Scott Neal, Executive Director
Page 5 of 166
HRA Resolution 2025-04
Page 3
EXHIBIT “A”
Legal Description of HRA Subject Property :
Common Address: 5146 Eden Avenue, Edina Minnesota 55436
Parcel ID #s: 28-117-21-31-0014, 28-117-21-31-0015, and 28-117-21-31-0016
Legal Description:
Lots 2, 3, 4, 5, 6, 7, 8, 9 and 10, and the East 90 feet of Lots 11 to 19 inclusive, all in
Block 2, Grandview Heights, Hennepin County, Minnesota according to the
recorded plat thereof;
And
That part of Government Lot 8, Section 28, Township 117, Range 21, lying North of
the centerline of Eden Avenue and East of a line drawn parallel to the main track of
the Minneapolis, Northfield and Southern Railway from a point on the North line of
said Government Lot 8 distant 582 feet East from the Northwest corner of said
Government Lot 8.
Page 6 of 166
BOARD & COMMISSION
ITEM REPORT
Date: August 14, 2025 Item Activity: Approve
Meeting: Housing & Redevelopment Authority
Agenda Number: 6.2
Prepared By: Liz Olson, Administrative Support
Specialist
Item Type: Minutes Department: Community Development
Item Title: May 29, 2025 Special Work Session Minutes
June 10, 2025 Special Meeting Minutes
June 12, 2025 Regular Meeting Minutes
July 24, 2025 Special Meeting Minutes
Action Requested:
Provide the action requested.
Information/Background:
Approve meeting minutes.
Supporting Documentation:
1. May 29, 2025 Special Work Session Minutes
2. June 10, 2025 Special Meeting Minutes
3. June 12, 2025 Regular Meeting Minutes
4. July 24, 2025 Special Meeting Minutes
Page 7 of 166
Page 1
MINUTES
OF THE SPECIAL WORK SESSION MEETING OF THE
EDINA HOUSING AND REDEVELOPMENT AUTHORITY
MAY 29, 2025
7:30 A.M.
I. CALL TO ORDER
Chair Hovland called the meeting to order at 7:31 a.m. then explained the processes created for
public comment.
II. ROLLCALL
Answering rollcall were Chair Hovland, Commissioners Agnew, Jackson, Pierce, and Risser.
Absent: None.
III. MEETING TOPICS
III.A. FUTURE DIRECTION FOR AFFORDABLE HOUSING IN EDINA
Affordable Housing Development Manager Hawkinson stated that the reason for this discussion is
for the HRA to direct staff on what needs to be done to accomplish their goals. She highlighted
specific topics discussed at the past two work sessions on this topic, including policies and plans, an
increase in housing units needed to maintain the population, benefits of creating affordable housing,
what the City can and cannot control, and levels of senior housing.
The Board stated that there was an HRA member response from the February meeting that is not
recognized in this presentation, which included discussion on how they should move forward
regarding financing and other topics.
The Board asked questions regarding pre-Covid numbers, affordable housing for families only, and
Federal Housing laws.
The Board expressed concerns about ensuring compliance.
Staff led an activity where the HRA members wrote down what progress toward affordable housing
goals looks like to them, what residents they want to retain, and what residents they want to attract
to Edina.
Community Development Coordinator Lewis discussed the themes in the responses received
regarding the three questions.
Staff led another activity where they gave the HRA members red dots to place into boxes that
represent different housing types, based on the needs and desires in the City.
The Board discussed where their dots should be placed based on what is feasible, ADA accessibility.
Affordable Housing Development Manager Hawkinson discussed workforce housing options,
retaining seniors in the community, and the connection between land use/zoning and retention for
seniors.
The Board gave feedback regarding prioritizing bringing families into the school district, encouraging
single-family housing options, providing the most housing options they can in the community, making
affordability across Edina better, and the need for income variety in the City.
The Board discussed looking at the market and what they have to serve the members of Edina,
bringing houses at or below the median market value to better serve Edina residents,
Page 8 of 166
Minutes/HRA/May 29, 2025
Page 2
resources/partners to encourage keeping affordable houses, and who they should be thinking about
when trying to solve the affordable housing issue.
The Board asked about the successes in affordable housing units and if stand-alone buildings or
market-rate buildings at a percentage more successful.
The Board asked for more information regarding the rent differentials between people in market-
rate buildings at a lower rent vs what someone else would pay for that unit.
Sustainability Manager Bayer thanked the Board for their discussion and all the ideas and the tangible
ways of moving towards success.
IV. ADJOURNMENT
The meeting was adjourned at 8:57 a.m.
Respectfully submitted,
Scott Neal, Executive Director
Page 9 of 166
Page 1
MINUTES
OF THE SPECIAL MEETING OF THE
EDINA HOUSING AND REDEVELOPMENT AUTHORITY
JUNE 10, 2025
4:00 P.M.
I. CALL TO ORDER
Chair Hovland called the meeting to order at 4:08 p.m. then explained the processes created for
public comment.
II. ROLLCALL
Answering rollcall were Chair Hovland, Commissioners Agnew, Jackson, Pierce, and Risser.
Absent: None.
III. REPORTS/RECOMMENDATIONS
III.A. MOTION TO CLOSE SESSION: AS PERMITTED BY MS. 13D.05 SUBDIVISION 3 TO
REVIEW AND DISCUSS PROPOSALS FOR SALE OF LAND AT 5146 EDEN AVENUE
– APPROVED
Motion by Commissioner Jackson, seconded by Commissioner Agnew, to move into
close session: as permitted by MS 13D.05 subdivision 3 to review and discuss proposals
for sale of land at 5146 Eden Avenue.
Ayes: Agnew, Jackson, Pierce, Risser, and Hovland
Motion carried.
III.B. MOTION TO MOVE BACK INTO OPEN SESSION
The Board stated they met in closed session for approximately 90 minutes, and they will reconvene
on the matter on July 24, 2025, where they have invited five of the RFP respondents to present to
the HRA.
IV. ADJOURNMENT
Motion made by Commissioner Jackson, seconded by Commissioner Agnew, to adjourn
the meeting at 5:41 p.m.
Ayes: Agnew, Jackson, Pierce, Risser, and Hovland
Motion carried.
Respectfully submitted,
Scott Neal, Executive Director
Page 10 of 166
Page 1
MINUTES
OF THE REGULAR MEETING OF THE
EDINA HOUSING AND REDEVELOPMENT AUTHORITY
JUNE 12, 2025
7:30 A.M.
I. CALL TO ORDER
Chair Hovland called the meeting to order at 7:31 a.m. then explained the processes created for
public comment.
II. ROLLCALL
Answering rollcall were Chair Hovland, Commissioners Agnew, Jackson, and Risser.
Absent: Commissioner Pierce
III. PLEDGE OF ALLEGIANCE
IV. MEETING AGENDA APPROVED – AS PRESENTED
Motion by Commissioner Jackson, seconded by Commissioner Agnew, approving the
meeting agenda as presented.
Ayes: Agnew, Jackson, 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 Agnew, approving the
consent agenda as presented:
VI.A. DRAFT MINUTES OF REGULAR MEETING OF MAY 15, 2025
Ayes: Agnew, Jackson, Risser, and Hovland
Motion carried.
VII. REPORTS AND RECOMMENDATIONS
VII.A. SALE OF REAL ESTATE AT 5146 EDEN AVENUE – PRESENTED
Economic Development Manager Neuendorf presented an update on the potential sale of real estate
at 5146 Eden Avenue. Economic Development Manager Neuendorf stated that they received 11
proposals and have reviewed them in closed sessions. On June 10, 2025, they identified the proposals
that are more compatible with the City.
Economic Development Manager Neuendorf noted that over the next week, staff will contact the
desired development teams and invite them to come in and give a presentation on their proposals
that will be open to the public. Tentatively scheduled for the morning of July 24, 2025.
The Board asked if they could make the list of attributes in the RFP visible to the public sooner
rather than later to gain public input.
VII.B. FRANCE AVENUE PEDESTRIAN CROSSING PROJECT UPDATE – PRESENTED
Economic Development Manager Neuendorf presented an update on the France Avenue pedestrian
crossing, pursuing the under-the-road crossing rather than the over-the-road crossing.
Page 11 of 166
Minutes/HRA/June 12, 2025
Page 2
Economic Development Manager Neuendorf presented information on the location, timeline,
conceptual images of the existing sidewalks and trails, 2023 demographics, approved site plans for
private developments at 7200, 7250, and 7235 France Avenue, function of the crossing as an
extension of the promenade, and prior studies that recommend the pedestrian crossing.
The Board gave a shout-out to their prior colleague, Kevin Staunton, who talked about the idea of
a western promenade.
Economic Development Manager Neuendorf played a video of the proposed France Avenue
pedestrian underpass preliminary concept.
Economic Development Manager Neuendorf noted that the interactions between e-bikes and
pedestrians will need to be discussed in the future.
The Board asked if there would be a public easement at the point where a pedestrian has a choice
to leave the Nine Mile Creek trail. Economic Development Manager Neuendorf noted that they
have secured public access rights to all these areas.
The Board asked questions regarding the demographics of those who would be using the tunnel,
connections with the new Fred Richards Park, medians depicted in the video, the width of the
walkway, a tentative plan for next steps/milestones going forward, and traffic flow through the site.
Economic Development Manager Neuendorf stated that they landed on approximately 33 feet wide
for the crossing and noted that the wider they make it, the more it costs.
VIII. EXECUTIVE DIRECTOR COMMENTS – Received
VIII.A. LEGISLATIVE UPDATE – OMNIBUS TAX BILL
VIII.B. EDEN WILLSON TIF DISTRICT – FINANCING UPDATE
IX. HRA MEMBER COMMENTS
X. ADJOURNMENT
Motion made by Commissioner Jackson, seconded by Commissioner Agnew, to adjourn
the meeting at 8:39 a.m.
Ayes: Agnew, Jackson, Risser, and Hovland
Motion carried.
Respectfully submitted,
Scott Neal, Executive Director
Page 12 of 166
Page 1
MINUTES
OF THE REGULAR MEETING OF THE
EDINA HOUSING AND REDEVELOPMENT AUTHORITY
JULY 24, 2025
7:00 A.M.
I. CALL TO ORDER
Chair Hovland called the meeting to order at 7:00 a.m.
II. ROLLCALL
Answering rollcall were Chair Hovland, Commissioners Agnew, Jackson, and Risser.
Absent: Commissioner Pierce
III. PLEDGE OF ALLEGIANCE
IV. MEETING AGENDA APPROVED – AS PRESENTED
Motion by Commissioner Jackson, seconded by Commissioner Agnew, approving the
meeting agenda as presented.
Ayes: Agnew, Jackson, Risser, and Hovland
Motion carried.
V. DEVELOPER PRESENTATIONS
V.A. SALE AND REDEVELOPMENT OF PROPERTY AT 5146 EDEN AVENUE – STAFF
OVERVIEW
Economic Development Manager Neuendorf stated that 11 real estate development teams
submitted proposals to purchase the property and pursue full redevelopment of the vacant site. The
five teams whose proposals are best aligned with the redevelopment goals for the site have been
invited to refine their proposals and present their offers to the HRA Board for consideration. The
presentations will be made in a public setting. Each team will have 30 minutes to present, with a brief
intermission between teams.
V.B. PRESENTATION BY HEMPEL REAL ESTATE, MONARCH DEVELOPMENT
PARTNERS, JESTER CONCEPTS, AND ROKOS ADVISORS
Bill Katter, President of Hempel Real Estate, introduced his team and briefly explained their prior
history with rental and for-sale units. Mr. Katter presented their Grandview Development proposal,
which includes townhomes, condos, and retail.
Mr. Katter discussed their 6 building clusters and how they hope to create a more neighborhood
feel than the typical townhouse feel.
Carl Runck, Monarch Development Partners, presented the Monarch Select project experience,
Grandview concept site plan, and proposed parking deck.
Brent Frederick, Jesters Concepts, presented details for the restaurant proposal on the site.
Pete Kostroski, Rokos Advisors, expressed his excitement for the potential of this site.
The Board asked questions regarding family-friendly restaurant types, phases, finances, time frame,
parking, amount of permeable surface, and environmental considerations.
Mr. Katter stated that if the market pivots, the development could be split into two, with the
restaurant and the northern buildings broken up. Mr. Katter stated that the hope would be to have
the first phase completed in 3 years.
Page 13 of 166
Minutes/HRA/July 24, 2025
Page 2
The Board gave positive feedback regarding the entrance and for-sale units.
V.C. PRESENTATION BY OPUS DEVELOPMENT COMPANY
Nick Murnane, Opus Development, presented an overview of their housing and retail proposal and
the density on the site.
Bob Loken, ESG Architects, discussed their vision behind creating variety and unique architecture
for their proposal.
The Board asked questions regarding price point, financing, permeable surface, sustainability aspects,
rental/ownership options, and activation on the site.
Mr. Loken discussed different sustainability aspects that they would hope to put into place.
Mr. Murnane stated that they felt that having the commercial in the north of the site was their best
fit due to parking challenges.
The Board gave feedback regarding the central green, scale, and trail connection through the site.
V.D. PRESENTATION BY NOOR COMPANIES AND WELLINGTON MANAGEMENT
Nawal Noor, Noor Companies, introduced her team members, Steve Wellington, Casey
Dzieweczynski, and Pete Keely. Ms. Noor presented their vision for the Grandview site proposal,
including their site plan.
Mr. Keely discussed the strategies to build community, attainable townhomes, multifamily building,
commercial piece, and public piece.
Mr. Dzieweczynski stated that their team has worked on over 500 housing units and is excited about
this potential project.
The Board asked questions regarding the source of funds, affordability, adding more green space,
opportunities for more commercial or community engagement, and price point.
Mr. Keely stated that they would be happy to look at including more community engagement and
added that they are at 25% pervious surface.
Mr. Dzieweczynski stated that for a 1-bedroom, they are looking at a $1,600-1,800 range.
Ms. Noor thanked the HRA for allowing them to present and is looking forward to the potential.
V.E. PRESENTATION BY LIFESTYLE COMMUNITIES AND RONCLARK
CONSTRUCTION
Ben Landhauser, Lifestyle Communities, presented their proposal highlights for their walkable
mixed-residential development. Mr. Landhauser discussed public interaction, access and street
activation, perspective renderings, cooperative building composition, and a mixed-income approach
to ownership.
Mike Waldo, Ron Clark Construction, presented the stack flat concept, flat building composition,
and expressed their desire to get the job done.
The Board expressed concerns regarding the pedestrian bridge on the northern side.
Page 14 of 166
Minutes/HRA/July 24, 2024
Page 3
The Board asked questions regarding the permeable surface, sustainability, and their experience.
commercial uses, and underground parking.
Mr. Landhauser stated that they locally source things, and their environmental conditions are
very intentional.
V.F. PRESENTATION BY ONWARD INVESTORS, EBENEZER HOMES, LEAP
DEVELOPMENT, AND SETT PROPERTIES
Chris Osmundson, Onward Investors, presented their proposal for Grandview Terrace at Arcadia
including information regarding Edina’s goals and their team.
Chris Palkowitsch, BKV Architects, presented information regarding the Grandview Plan guiding
principals, design concept, key features, and organization.
Mr. Osmundson discussed the financials, proposal, concepts, and project benefits.
Mr. Osmundson introduced Onward Investors, Susan Farr introduced Ebenezer, Josh Cowman
introduced and discussed the history of Leap Development, Lamar Newburn introduced SETT
Properties, Stephen Rowe introduced Underdog Hospitality and their food and beverage
Concept for this project, and Mike Krych introduced BKV Architects and assured the HRA that they
deliver on promises and realize Edina’s goals and objectives.
The Board asked questions regarding the pervious surface, the square footage of the affordable
housing units, event center, and timeline for completion.
Mr. Osmundson stated that they would like to utilize a public and private endeavor for the event
center.
Mr. Osmundson stated that the timeline for opening everything in quarter 1 of 2028 is realistic.
V.G. MOTION TO CLOSE SESSION
Motion by Commissioner Jackson, seconded by Commissioner Agnew, to move into
close session as permitted by MS. 13D.05 subdivision 3 to review and discuss proposals
for sale of land at 5146 Eden Avenue at 10:07 a.m.
Ayes: Agnew, Jackson, Risser, and Hovland
Motion carried.
V.H. MOTION TO MOVE BACK INTO OPEN SESSION
Motion by Commissioner Jackson, seconded by Commissioner Agnew, to move back
into open session at 11:20 a.m.
Ayes: Agnew, Jackson, Risser, and Hovland
Motion carried.
VI. EXECUTIVE DIRECTOR COMMENTS – None.
VII. HRA MEMBER COMMENTS – Chair Hovland noted the Board had discussed the five
proposals in closed session and directed staff to begin discussions with one of the development
teams.
VIII. ADJOURNMENT
Motion by Commissioner Jackson, seconded by Commissioner Agnew, to adjourn the
meeting at 11:24 a.m.
Ayes: Agnew, Jackson, Risser, and Hovland
Page 15 of 166
Minutes/HRA/July 24, 2025
Page 4
Motion carried.
Respectfully submitted,
Scott Neal, Executive Director
Page 16 of 166
d
ITEM REPORT
Date: August 14, 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: Recommending development team for property at 5146 Eden Avenue
Action Requested:
Recognize the development team consisting of Hempel Real Estate, Monarch Development, Jester
Concepts and Rokos Advisors as the recommended development team to purchase and redevelop
vacant property located at 5146 Eden Avenue and authorize staff to prepare sales agreement for
future consideration.
Information/Background:
This item pertains to the future sale and redevelopment of vacant property located at 5146 Eden
Avenue. A staff report with background information is attached.
Resources/Financial Impacts:
• Budget – was it budgeted? If not, what are the impacts?
• Implementation – how/who will implement this and what are the impacts?
• Operation – how/who is going to maintain this and what are the impacts?
Relationship to City Policies:
List policies, strategic plans, work plans, etc related to this item. i.e. Comp plan, CAP, CIP
Supporting Documentation:
1. Staff Presentation 5146 Eden - recommended developer 8-14-2025
2. Staff Report 5146 Eden recommended development team 8-14-2025
3. 1 Hempel - Monarch - Jester - Rokos - 5146 Eden presentation 7-24-2025 lo
4. 5146_Eden_-_evaluation_factors_6-10-2025
5. Housing RFP 5146 Eden Ave March 2025
Page 17 of 166
5146 Eden Avenue
Recommended Development Team
Presentation to: Edina Housing & Redevelopment Authority August 14,
2025
Prepared by: Bill Neuendorf, Economic Development
Manager
Page 18 of 166
Recommend Development Team for 5146 Eden Ave Site
- Summary
HRA issued Request for Proposal (RFP) in March
2025 that identified a variety of potential goals for
the site
HRA considered eleven (11) proposals and
evaluated the proposed outcomes and likelihood
for prompt action.
A development team that can deliver multiple
goals on the site should be identified so that
contract can be prepared for formal consideration.
With a developer identified, the HRA can return
the property to City ownership so that the sales
proceeds benefit the City’s general fund.
2
_____________________
Housing & Redevelopment Authority
Redevelo
p-ment
GoalsFiscal
Goals
Page 19 of 166
3-acre Opportunity Site for Redevelopment
3
_____________________
Housing & Redevelopment Authority Page 20 of 166
Eleven Proposals Considered
4
_____________________
Housing & Redevelopment Authority
•Crowe Companies, Assembly MN
•CSM Corporation
•Gramercy Development, LLC
•Hempel Real Estate, Monarch Development Partners, Jester Concepts,
Rokos Advisors
•Lifestyle Communities, RonClark Construction
•Noor Companies, Wellington Management, Inc.
•Onward Investors, LLC, Ebenezer Homes, Leap Development, SETT
Partners
•Opus Development Company, LLC
•Real Estate Equities
•Roers Companies
•Sherman Associates, Twin Cities Habitat for Humanity Page 21 of 166
Eleven Proposals included many types of Projects:
5
_____________________
Housing & Redevelopment Authority
•senior cooperative
•townhouses (ownership and rental)
•rowhouses (rental)
•condominiums
•senior apartments
•family apartments
•general purpose apartments (all-
ages)
•professional office
•commercial (retail, restaurant, events or
service)
•Affordable housing
•Attainable housing
•Market rate housing
•Luxury housing
•Mixed-income housing
•Land Prices ranged from $1+
to nearly $6 million
•Proposed density ranged from
20 to 72 units per acre (all
within Comp. Plan limits)
Page 22 of 166
6
5146 Eden Avenue – Evaluation Factors
Budget Pillars
Strong Foundation:
Maintain physical assets and
infrastructure
Reliable Service:
Maintain service levels that
best meet community needs
Livable City: Plan for
connected and sustainable
development
Better Together:
Foster an inclusive and
engaged community
Budget Values guide decision-
making
Stewardship: We make wise investments that
focus on the best long-term value for residents.
Equity: provide equitable opportunities for
people to participate in their City government and
access City institutions, facilities, and services.
Health: use a Health-in-All Policies approach
(HiAP) to promote and protect the physical, mental,
and social wellbeing of all people who live, work, or
visit Edina.
Sustainability: … policies, decisions, and
plans have a positive impact on people and the
planet now and for future generations.
6
Page 23 of 166
7
5146 Eden Avenue – Evaluation Factors
C) Estimated Land Value
•Unrestricted one-time revenue
•Need for City funding (TIF, etc)
D) Closing the Deal
•Likelihood that external funding
can be secured
•Likelihood that land can be sold
in timely fashion
A) Compatibility with HRA Vision
•Grandview 7 Guiding Principles
•Comprehensive Plan
•Priorities expressed in RFP
B) Community Impact
•Fiscal impact
•Overall impact
•Would you be proud to see completed
7
Page 24 of 166
8
5146 Eden Avenue – Evaluation
Factors
HRA Board identified multiple priorities to pursue;
not all can be achieved simultaneously:
q Grandview 7 Guiding Principles
q Home ownership opportunities
q Affordability and Attainability
q Commercial uses to supplement multi- family
q Walkable and Connected
q Scale and Massing
q Outdoor green space
q Efficient parking
q Highest reasonable land value
q Close in a reasonable time-frame
What are the HRA’s highest priorities?
Which buyers can best deliver an acceptable
balance of priorities?
Accomplishments
Compromises
8
Page 25 of 166
Recommended Development Team
9
_____________________
Housing & Redevelopment Authority Page 26 of 166
Conceptual Site Plan & Reference Images
10
_____________________
Housing & Redevelopment Authority Page 27 of 166
Anticipated Development Program
11
_____________________
Housing & Redevelopment Authority Page 28 of 166
Benefits and Desired Outcomes of Redevelopment
12
_____________________
Housing & Redevelopment Authority
•Ownership housing units
•variety of market-rate and affordable price points
•10% of housing units affordably priced
•sold to households earning 80% of AMI
•Missing middle scale
•townhouses and modestly scaled condominium building
•New commercial space
•provide goods and services
•New sidewalks, landscaping, and outdoor spaces
•improve walkability and livability
Page 29 of 166
Benefits and Desired Outcomes of Redevelopment,
continued
13
_____________________
Housing & Redevelopment Authority
•Strong purchase price ($4 million)
•Ability to privately finance using traditional debt and equity
•Contribution to Parks & Recreation fund
•mandatory Park Dedication Fees (approx. $300,000 to
$400,000)
•Contribution to City’s water and sewer funds
•mandatory development fees (approx. $350,000 to $400,000)
•Conversion of tax-exempt property to ‘taxable’
•Strong increase to property tax base
•estimated new market value $100+ million
•Strong ability to contribute to the tax rolls of the City,
Schools, County and State
•After stabilization, site expected to contribute approx $500k
property taxes to the City.Page 30 of 166
Next Steps
•Site ownership transferred from HRA to City of Edina
•Staff and City Attorney to prepare sales agreement
•Potential sale presented to Planning Commission for opinion regarding
alignment with Comprehensive Plan
•Sales Agreement to be considered by City Council
•Developer to pursue re-zoning and/or site plan approvals using Edina’s
standard development review process
•Includes sketch plan, preliminary and final zoning steps with multiple public
hearings and ability for community input
•Developer to secure private financing and acquire ownership of land
•Developer to construct the approved buildings
14
_____________________
Housing & Redevelopment Authority Page 31 of 166
HRA Recommendation
15
_____________________
Housing & Redevelopment Authority
Recognize the development team consisting of Hempel Real
Estate, Monarch Development, Jester Concepts and Rokos
Advisors as the recommended development team to purchase
and redevelop vacant property located at 5146 Eden Avenue
and authorize staff to prepare sales agreement for future
consideration.
Page 32 of 166
City of Edina • 4801 W. 50th St. • Edina, MN 55424
Information / Background:
Summary
Several proposals have been received to purchase and redevelop the 3-acre vacant property
located at 5146 Eden Avenue. Five of the teams that were best aligned with the broad goals for the
site were invited to present their proposals in person on July 24, 2025. After review and
consideration of all proposals, the HRA recommends that a team consisting of Hempel Real Estate,
Monarch Development, Jester Concepts and Rokos Advisors be named as the preferred developer
for the site.
Based on this recommendation, a contract will be presented to the City Council for formal
consideration in the near future.
Background
Based on preferences expressed by the HRA Board and guidance from the Comprehensive Plan
and Grandview Development Framework, a Request for Proposals (RFP) was prepared and
released on March 3, 2025 to solicit interest from the real estate community to purchase and
redevelop this vacant property. The RFP document prioritized ownership housing and missing
middle type housing along with new commercial space arranged to improve walkability in the area.
The RFP and summary of evaluation factors are included in the meeting packet for reference.
Several proposals considered
Proposals to purchase the site were received by eleven different teams. The teams included:
• Crowe Companies, Assembly MN
• CSM Corporation
Date: August 14, 2025
To: Chair and Commission Members of Edina HRA
From: Bill Neuendorf, Economic Development Manager
Subject: 5146 Eden Avenue – Recommended Development Team
Page 33 of 166
5146 Eden Avenue – Recommended Development Team Staff Report Page 2
• Gramercy Development, LLC
• Hempel Real Estate, Monarch Development Partners, Jester Concepts, Rokos Advisors
• Lifestyle Communities, RonClark Construction
• Noor Companies, Wellington Management, Inc.
• Onward Investors, LLC, Ebenezer Homes, Leap Development, SETT Partners
• Opus Development Company, LLC
• Real Estate Equities
• Roers Companies
• Sherman Associates, Twin Cities Habitat for Humanity
All proposals were responsive to the broad range of preferences identified in the RFP and were
prepared by experienced developers. The proposed land prices ranged from more than $1 million
to nearly $6 million.
The proposals included many different types of housing and commercial spaces including: senior
cooperative, townhouses (ownership and rental), rowhouses (rental), condominiums, senior
apartments, family apartments, general purpose apartments (all-ages), professional office,
commercial (retail, restaurant, events or service)
The proposals included a broad range of price-points for new housing at this site, including: low-
and moderate- income households (ie. Affordable), moderate income (ie attainable), and high to
very-high income (market rate).
The five teams whose proposals appeared to be best aligned with the goals identified in the RFP
presented their proposals to the HRA Board on July 24, 2025. After the presentations, the HRA
Board discussed the possible outcomes, benefits and risks of each of the proposals.
Identifying preferred outcomes
While several of the finalists made compelling offers, the team consisting of Hempel Real Estate,
Monarch Development, Jester Concepts and Rokos Advisors submitted a proposal that can
simultaneously achieve an outstanding balance of desirable outcomes on the site. Their proposal
includes missing-middle scale ownership housing (townhouses and condominiums) that is rarely
being constructed in Edina and also includes a highly visible commercial building intended to include
a family-friendly sit down restaurant with both indoor and outdoor dining. The general scale
appears reasonable and within the guided density identified in Edina’s Comprehensive Plan.
This team’s proposal also includes other desirable outcomes:
- Ownership housing units at a variety of market-rate and affordable price points
Page 34 of 166
5146 Eden Avenue – Recommended Development Team Staff Report Page 3
- 10% of housing units will be priced and sold to households earning 80% of the Area Median
Income (AMI)
- Missing middle scale focused on townhouses and modestly scaled condominium building
- New commercial space to provide goods and services in the Grandview commercial district
- New sidewalks, landscaping, and outdoor spaces to improve the walkability and livability of
the area
- Strong purchase price for land ($4 million)
- Ability to privately finance using traditional debt and equity
- Significant financial contribution to Parks & Recreation fund with mandatory Park
Dedication Fees (approx. $300,000 to $400,000)
- Significant financial contribution to City’s water and sewer funds with mandatory
development fees (approx. $350,000 to $400,000)
- Conversion of tax-exempt property to ‘taxable’
- Strong increase to property tax base, estimated new market value of more than $100
million
- Strong ability to contribute to the tax rolls of the City, Schools, County and State, upon
completion and stabilization. After stabilization, the site is expected to contribute
approximately $500,000 of property taxes to the City.
Based on this combination of anticipated outcomes, the HRA recommends that the team consisting
of Hempel Real Estate, Monarch Development, Jester Concepts and Rokos Advisors be recognized
as the “preferred development team” for the site.
Based upon this recommendation, a purchase contract will be presented to the City Council for
formal consideration. After execution of the purchase contract, the developers will be required to
obtain zoning and land use entitlements for the site using the City’s standard development review
process.
Attachments: Hempel Team development proposal, July 2025
Request for Proposals, March 2025
Evaluation Factors, June 2025
Page 35 of 166
GRANDVIEWREDEVELOPMENT
TOWNHOMES + CONDOS + RETAILRESPONSE TO RFP
Page 36 of 166
Founded in 2001, Hempel Real Estate has earned a reputation for bringing dynamic and fresh
vision to real estate investment. The Hempel approach, coupled with a proven track record of
successful turnaround strategies, breathes new life into premier properties and sites in the
Midwest. Hempel specializes in turnaround projects and new and re-use development properties
with a focus on retail, office, and multi-family. Services include in-house development, design and
construction, investor relations, accounting, property management, capital markets and
brokerage.
About
Hempel Real Estate
$850 Million+
4,000,000+ SF
Current assets under ownership
Total portfolio size
1,450 Units Developed
21 Senior Condos Developed
2,000+ units from 2015-2025
Twin Cities, Bloomington, Roseville,Minnetonka, Chanhassen, Edina, and Duluth
Hempel Development Team Prior Experience
3,000 UnitsDeveloped
2,000 UnitsOwned
Page 37 of 166
Hempel Team Experience
Page 38 of 166
About
Monarch Development Partners
Monarch Development Partners is owned and led by experienced local sponsor Carl Runck.
Bringing an extensive track record of over $500M in successful ground-up developments in
walkable urban and suburban locations, Runck is recognized for effective collaborations with cities
and design talent in shaping & delivering lasting results for all stakeholders. By focusing on
residential, mixed-use development, Monarch creates living environments of the highest quality
that complement the existing neighborhood.
While serving on the Minneapolis Downtown Council board of directors, Runck spearheaded
Housing Options Coalition condo legislation (amendments to the Minnesota Common Interest
Ownership Act) that received bi-partisan supermajority approval in 2017, helping spur new owner-
occupied housing options statewide.
Monarch Development Select Prior Experience
One West Drive, Excelsior – rowhomes, apartments, public parking & green space (49 units)
> selected by City of Excelsior in RFP as public-private developer
Maverick North Loop, Minneapolis* – rowhomes, apartments & retail (168 units)
Victoria Downtown West, Victoria – condos, rowhomes, apartments, retail & public plaza (225 units)
> selected by City of Victoria in RFP as public-private developer
Lake Minnetonka Flats, Mound Harbor – condos (12 units)
Eleven on The River, Minneapolis* – condos (120 units)
*led and completed projects while at Ryan Companies US, Inc.
$500 Million+
Projects Developed
$200 Million+
Current Projects in
Development
1,206 Units
Developed
2M Gross SF
Developed
Page 39 of 166
Monarch Select Project Experience
Page 40 of 166
Jester Concepts Experience
Page 41 of 166
Grandview Concept Site Plan
Page 42 of 166
Project Summary
Anticipated Land Price Per Unit Anticipated # of
Units
Townhouse Buildings $50,000 32
Multi-Family Buildings $47,500 38
Commerical Use(s)$595,000 N/A
Total Land Purchase Price $4,000,000
Commerical Use(s)Jester Concepts Restaurants and Events
Approximate Size (sq ft)7,500 SF
Total Units 80% AMI > 120% AMI
Townhouse, for-sale 32 2 30
Condominium 38 5 33
Page 43 of 166
Marketability & Financing
We are confident that the primary market area surrounding the Grandview redevelopment site
in Edina, Minnesota, demonstrates strong supply-demand fundamentals to support the sale of
approximately 70 townhome and condominium units. This confidence is grounded in the
strength of Edina’s demographics, with our target buyer profile encompassing both families
and empty nesters seeking high-quality housing in a desirable, well-established community.
Marketability
A 3 Party market study will be commisioned immediately upon selection. rd
Financing
Traditional bank financing with equity sources from Monarch and Hempel will be suitable for a
development of this size.
Development and financing may be phased in 2-3 tranches as required to support financing
milestones.
Page 44 of 166
Page 45 of 166
Potential sale of Real Estate at 5146 Eden Avenue
Evaluation Factors Considered
June 10, 2025
Other details of the proposals remain “non-public”at this time to uphold the Edina HRA’s ability to
effectively negotiate for the best outcome if the property is sold to a private real estate development team.
Page 46 of 166
The CITY ofEDINA
3
5146 Eden Avenue – Evaluation Factors
Budget Pillars
Strong
Foundation: Maintain
physical assets and
infrastructure
Reliable Service:
Maintain service levels that best
meet community needs
Livable City: Plan for
connected and sustainable
development
Better Together: Foster
an inclusive and engaged
community
Budget Values guide decision-making
Stewardship:We make wise investments that
focus on the best long-term value for residents.
Equity: provide equitable opportunities for people to
participate in their City government and access City
institutions, facilities, and services.
Health: use a Health-in-All Policies approach (HiAP)
to promote and protect the physical, mental, and social
wellbeing of all people who live, work, or visit Edina.
Sustainability: … policies, decisions, and plans
have a positive impact on people and the planet now
and for future generations.
Page 47 of 166
The CITY ofEDINA
4
5146 Eden Avenue – Evaluation Factors
C)Estimated Land Value
•Unrestricted one-time revenue
•Need for City funding (TIF, etc)
D)Closing the Deal
•Likelihood that external funding
can be secured
•Likelihood that land can be
sold in timely fashion
A)Compatibility with HRA Vision
•Grandview 7 Guiding Principles
•Comprehensive Plan
•Priorities expressed in RFP
B)Community Impact
•Fiscal impact
•Overall impact
•Would you be proud to see completed
Page 48 of 166
The CITY ofEDINA
5
5146 Eden Avenue – Evaluation Factors
HRA Board identified multiple priorities to pursue;
not all can be achieved simultaneously:
Grandview 7 Guiding Principles
Home ownership opportunities
Affordability and Attainability
Commercial uses to supplement multi- family
Walkable and Connected
Scale and Massing
Outdoor green space
Efficient parking
Highest reasonable land value
Close in a reasonable time-frame
What are the HRA’s highest priorities?
Which buyers can best deliver an acceptable
balance of priorities?
Accomplishments
Compromises
Page 49 of 166
Edina Housing & Redevelopment Authority Issued March 3, 2025
Redevelopment Opportunity – 5146 Eden Ave Page 1
EDINA HOUSING & REDEVELOPMENT AUTHORITY
Request for Proposal
Redevelopment Opportunity
5146 Eden Ave. Edina, MN 55436
INTRODUCTION
The City of Edina and the Edina Housing and Redevelopment Authority (HRA) are seeking a
creative and experienced developer(s) to construct new mixed housing/commercial project on
a vacant 3-acre site in Edina’s Grandview District.
This packet contains information to guide prospective developers as they prepare proposals to
purchase and redevelop the site. Teams of developers are also welcome.
The Edina HRA is open to reasonable offers that allow the preferred type of project to be built
at the maximum land price to the City. The land will be sold in ‘as is’ condition subject to
permanent easements for public outdoor areas and covenants for long-term affordability of
some of the new housing units.
Proposals are due by Monday April 21st, 2025 at 5:00 pm CST.
Page 50 of 166
Edina Housing & Redevelopment Authority Issued March 3, 2025
Redevelopment Opportunity – 5146 Eden Ave Page 2
VISIONS FOR A VIBRANT NEIGHBORHOOD
Several properties in the Grandview area were formerly used for industrial purposes. Over
several decades, the neighborhood transitioned to a mixture of uses including office, retail,
housing, institutional and civic. This trend is expected to continue when other sites transition.
The City completed a community-based planning process to craft a long-term vision for the
Grandview District. The resulting “Grandview Development Framework” established Seven
Guiding Principles that are applied to new real estate projects. Key excerpts follow.
Grandview Seven Guiding Principles
1) … create a vibrant and connected District that serves as a catalyst for high quality, integrated …
development
2) …a neighborhood center with regional connections…
3) Turn perceived barriers into opportunities. Consider layering development over supporting
infrastructure …
4) … pursue logical increments of change… to [create] a more vibrant, walkable, functional,
attractive, and life-filled place.
5) Organize parking … link community parking to public and private destinations …
6) Improve movement within and access to the District for people of all ages …
7) Create an identity and unique sense of place that incorporates natural spaces …
Page 51 of 166
Edina Housing & Redevelopment Authority Issued March 3, 2025
Redevelopment Opportunity – 5146 Eden Ave Page 3
The primary outcomes of the Grandview Development Framework include:
• Support the “go to” auto-oriented uses (like grocery store, coffee shop and funeral home)
while encouraging more “stay at” pedestrian-oriented uses (like new housing, new
restaurants and new public space.
• Recognize and respond to the need for a range of housing types.
• Emphasize a pedestrian-oriented sense of place that produces an appropriate scale and
function with a high degree of walkability.
• Support economic growth and community stability by providing accessible and efficient
connections between home, school, work, recreation and business destinations.
Over the years, the Edina HRA has explored a variety of programs for the site. A new
developer is sought for the 5146 site with the intention of breaking ground in 2026.
GENERAL SITE INFORMATION
• Approximately 3-acre vacant site
• Parcel ID #s 28-117-21-31-0014, -0015 and -0016
• Northern edge of the site has been improved with public sidewalk and pedestrian bridge.
These improvements will remain and will not be sold.
• Previous storage/repair facility on the site was demolished in 2013
• Environmental studies identified remains of hydraulic fluid in limited areas of the southern
portion of the site; other contaminants remediated in 2013
• Approx 34 ft elevation change from north to south property boundaries
• Surrounded by commercial, multi-family and institutional users
• Adjacent to Canadian Pacific Kansas City railroad tracks (aka Dan Patch line)
• Adjacent to public parking garage
• Easy access to and from Highway 100
• Currently zoned for industrial and guided for mixed uses
• Property is currently owned by the Edina Housing & Redevelopment Authority (HRA); title
will be transferred to City of Edina before purchase agreement executed with developer
• Land sold in ‘as is’ condition.
• Supplemental information is available online at www.edinamn.gov.
Page 52 of 166
Edina Housing & Redevelopment Authority Issued March 3, 2025
Redevelopment Opportunity – 5146 Eden Ave Page 4
DESIRED TYPE OF REDEVELOPMENT
Proposals should be primarily focused on new mixed use or residential development that
creates a vibrant destination for residents, workers and guests. Proposals for industrial uses will
not be accepted at this location.
The proposal must complement the overall Grandview District taking the general vision
expressed in the Guiding Principles into consideration. Recognize that the Development
Framework establishes only a general vision and is not considered a mandatory blueprint.
Ownership units preferred
In the past decade, thousands of new rental apartment units have been constructed in Edina. At
this location, there is a strong preference for other types of housing, especially ownership units
like townhouses, condominiums or cooperatives. Proposals with primarily luxury and market-
rate rental housing will be considered but are a low priority at this location.
Creative types of housing proposals are preferred and encouraged. Examples include (but are
not limited to): missing middle, townhouses, mixed-income, attainable, affordable, co-housing
flats, courtyard buildings, passive house, smaller-scale apartments or condominium building(s),
car-share program, limited equity models, community land trust model.
Modest Living at a Range of Prices
In this location, there is a preference for modest living arrangements to keep some of the unit
prices low. Preference will be given to proposals that are skewed toward affordability and
attainability instead of luxury while still being responsive to the marketplace.
Commercial uses
A combination of housing and commercial uses is strongly preferred, but not mandatory. Jester
Concepts was formerly under contract to develop a new restaurant with indoor and outdoor
seating on a portion of the site. Although the contract has expired, Jester still has interest to
create a new restaurant in a portion of the site. Proposals that include Jester as a partner will
be considered on the same basis as other potential commercial partners.
Walkable and Connected
The proposed site plan must create a walkable environment that provides convenient access
routes for pedestrians and bicyclists to travel to, from and within the site.
Scale and Massing
While moderate levels of height and density are possible on this site, the City does not strive
to maximize the height or density at this location. The public streets closest to the
Eden/Arcadia intersection are preferred to be lined with lower height buildings (2-3 stories for
Page 53 of 166
Edina Housing & Redevelopment Authority Issued March 3, 2025
Redevelopment Opportunity – 5146 Eden Ave Page 5
example). Additional height is acceptable and preferred in the western and northern portions of
the site to avoid overwhelming the public streets.
The layout and massing of new buildings must recognize the importance of the new sidewalk
and pedestrian bridge at the northern edge of the site. This public route provides convenient
access from the parking garage to the site. This public route must remain welcoming to guests
and visitors after the site is developed.
Outdoor Green Space
A portion of the site should be arranged to provide a shared outdoor space for residents,
guests and the general public. This could be arranged with a combination of landscaped and
hardscaped areas. This outdoor space is anticipated to be privately owned and maintained and
subject to a limited-access public use easement. There is no mandatory size or placement of
this outdoor space. Additional outdoor spaces exclusively for residents and guests of the new
building are also encouraged provided that a portion can be shared with the general public.
Parking
Private parking should be included on site to meet the market needs of the proposed project.
The adjacent Grandview Parking Garage is owned by the City and available as a shared amenity
to all surrounding properties. This public facility is frequently underutilized and has some
availability during daytime hours (M-F) and is fully available on weekday evenings and weekends.
This public garage is available for the limited shared use by guests, workers and customers. A
new pedestrian bridge provides access from the site to the parking garage.
ZONING AND PLANNING EXPECTATIONS
The site is currently zoned Planned Industrial District (PID). In 2022, the site secured
preliminary Planned Unit Development (PUD) rezoning that included a senior housing
cooperative, full-service restaurant and public park. That PUD was not finalized.
None of the pre-established zoning designations in Edina’s Zoning Code are suitable to achieve
the development goals envisioned in the Grandview Development Framework. Thus, the
pending PUD zoning is anticipated to be modified (or replaced) to reflect the preferred
developers proposal.
A brief and high-level summary of zoning regulations follows. Developers are strongly
encouraged to conduct a full code review as part of their submission.
Future Land Use
Guidance (Comp
Plan pg 3-30)
Guided as “Mixed Use Center”
- Primary uses: retail, office, service, multi-family residential and
institutional
- Vertical mixed use is encouraged
- Create new pedestrian and streetscape amenities
Page 54 of 166
Edina Housing & Redevelopment Authority Issued March 3, 2025
Redevelopment Opportunity – 5146 Eden Ave Page 6
- Encourage structured parking
- Buildings may “step down” in height from intersections
Residential Density
(Comp Plan, pg 3-30)
Guided for 20 to 100 dwelling units per acre depending on layout;
acceptable density level determined using the PUD rezoning process;
higher density levels require greater degrees of affordability
Floor to Area Ratio Varies by land use, typically not applicable to multi-family residential
Building Height
(App. A Height Overlay
District)
Zoned for 4 stories or 48 ft based on HOD-4 overlay; could be
modified using PUD rezoning process; height of adjacent Jerry’s office
building typically recognized as acceptable limit for projects in this area
Minimum Parking
(Sec. 36-1311 to 36-
1326)
Varies by land use; minimum requirements can be adjusted if justified
by an independent Parking and Traffic Study as part of the PUD
rezoning process; there is a public parking garage adjacent to the site
Building Lot
Coverage
(Sec. 36-525)
Varies by land use; can be adjusted using the PUD rezoning process
provided that alternate provisions for storm water and landscaping are
provided
Setback
Varies by land use and building height; at least 16-22 feet recommended
from curb along Eden and Arcadia; sufficient width to accommodate
fire department operations on other sides
Sidewalks
(Sec 36-1274)
Complete sidewalks required along Eden and Arcadia; 5 ft minimum
sidewalk with 5 ft landscaped boulevard
Fire Department
Access
An alley or other access route is required for Fire Department access
to the full site
Architectural
Design
Not regulated; a variety of styles and massing including articulation and
step backs is preferred
Exterior Materials
(Sec 36-618(11))
Not regulated; mixture or natural materials preferred, a variety of
materials are acceptable using the PUD rezoning process
Affordability
At least 10% of all residential units must be priced as affordable to
moderate-income households; a greater number of affordable and
attainable units is strongly preferred but not mandatory
APPLICABLE CODES, STANDARDS AND POLICIES
All proposals are expected to comply with applicable codes and policies, including:
• MN State Building Code
• MN Accessibility Code
• Americans with Disabilities Act (ADA)
• Public Right-of-Way Accessibility Guidelines (PROWAG)
Page 55 of 166
Edina Housing & Redevelopment Authority Issued March 3, 2025
Redevelopment Opportunity – 5146 Eden Ave Page 7
• Edina Zoning Code
• Edina Affordable Housing Policy (2022, as revised)
• Edina Sustainable Buildings Policy (2022, as revised)
• Edina Grandview Development Framework
• Edina Comprehensive Plan
• Grandview Maintenance Assessment District
ANTICIPATED SELECTION PROCESS
The Seller anticipates a two-step selection process.
Step 1: All proposals that are responsive to this RFP and received prior to the deadline will be
evaluated by City staff and forwarded to the HRA Board and/or City Council members for
consideration. Proposals will be evaluated on their (1) professional capabilities to complete the
project, (2) compatibility with preferred project types and (3) anticipated land purchase price.
The City officials will determine which responders, if any, will be invited to interview.
Step 2: A limited number of proposals will be invited to refine their proposal and present a more
detailed proposal directly to the City officials (in a public meeting) After conclusion of the
presentations, the City officials will re-evaluate the finalists as they select the preferred developer.
The announcement of the preferred developer will take place at a subsequent public meeting and
will include a Letter of Intent or similar document to identify the terms of sale.
After the preferred developer is announced, the City Attorney will prepare and present a
Contract for Private Development or similar document that identifies the terms of the sale, the
responsibilities and expectations of buyer and seller and deadlines to proceed. After execution
of the Contract, the preferred developer will proceed with the City’s standard development
review process. This process includes a series of public meetings (sketch plan, preliminary and
final) with the Planning Commission and City Council to consider rezoning and site plan approvals.
SUBMITTAL REQUIREMENTS AND DEADLINE
Motivated developers are encouraged to submit a proposal for consideration. Proposals must
follow the general format attached. Send proposals to the City of Edina to the attention of:
Bill Neuendorf
Economic Development Manager
BNeuendorf@EdinaMN.gov
Proposals must be received no later than Monday April 21st, 2025 at 5:00 pm CST.
Page 56 of 166
Edina Housing & Redevelopment Authority Issued March 3, 2025
Redevelopment Opportunity – 5146 Eden Ave Page 8
QUESTIONS
Questions can be directed to Bill Neuendorf, Economic Development Manager at
BNeuendorf@EdinaMN.gov for written response no later than Monday March 31st, 2025 at
5:00 pm CST. Responses to questions received by the deadline will be posted to the website.
GENERAL TERMS
This is a request for proposal and in no way obligates the responder to enter into a contract with
the City of Edina or the Edina HRA. Nor does this request obligate the City of Edina or the Edina
HRA to enter into a contract with any entity that responds, nor does it limit or restrict the City
of Edina or the Edina HRA’s right to enter into a contract with any entity that does not respond
to this request. In its sole discretion, the City of Edina or the Edina HRA may pursue discussions
with one or more entities responding to this request, or none at all. The City of Edina and the
Edina HRA further reserves the right, in its sole discretion, to cancel this Request for Proposal
at any time for any reason. All costs associated with responding to this request will be solely at
the responder’s expense.
Page 57 of 166
Edina Housing & Redevelopment Authority Issued March 3, 2025
Redevelopment Opportunity – 5146 Eden Ave Page 9
5146 Eden Avenue PROPOSAL SUMMARY
Use this format to submit your proposal. Attach additional pages as appropriate. Brevity is
preferred for the first round. Additional detail will be requested from selected finalists.
Failure to provide complete information is grounds for the City to reject the proposal.
(1) Contact Information
Name of Development
Company
Contact Name
Phone Number and Email
Website
Name of Development
Partner, if any
Years of relevant
development experience
Examples of similar
completed projects by
developer(s) (project
name and location)
MBE, WBE, SBE,or VBE
status of developer(s) and
partners, if applicable
(2a) Brief Description of Proposed Project
Attach a brief description of the proposed project, including unique characteristics or
amenities. Two single sided pages maximum.
Also attach a conceptual site plan that generally depicts the site layout and massing
envisioned for the site. One page minimum; three pages maximum.
(2b) Anticipated Commercial Uses included on Site
Description of Commercial Use(s) Approx Size (sq ft)
A
B
C
Page 58 of 166
Edina Housing & Redevelopment Authority Issued March 3, 2025
Redevelopment Opportunity – 5146 Eden Ave Page 10
(2c) Anticipated Unit Count (fill in approx. # units of each type)
Total
Units
Affordable Attainable Market
Rate
< 50%
AMI
50%
AMI
60%
AMI
80%
AMI
100%
AMI
120%
AMI
> 120%
AMI
Townhouse, for-sale
Townhouse, rental
Cooperative
Condominium
Rental Apartment, Senior
Rental Apartment, All ages
Other, A
Other, B
(3a) Anticipated Land Purchase Price
Anticipated Land
Price per Unit
Anticipated # of
Units Sub-Total
Townhouse building(s)
Multi-family building(s)
Other
Commercial Use(s) NA
Estimated Total Land Purchase Price =
(3b) Conditions or Contingencies that impact purchase price or land closing
(3c) Describe the type of debt and equity funding anticipated
Submitted by (name & date):
END
Page 59 of 166
d
ITEM REPORT
Date: August 14, 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: Resolution 2025-05: Approving Interfund loan to Eden Willson TIF District for
use in Roadway and Bridge Improvements
Action Requested:
Approve Resolution 2025-05 authorizing a transfer of funds from the Centennial Lakes TIF Fund to
the Eden Willson TIF District and authorization to use funds for the construction of public
improvements on adjacent roadways and bridge.
Information/Background:
Over many decades, Edina has used tax increment financing as a mechanism to strategically increase
the tax base, build affordable housing, create jobs and finance public infrastructure. When the
Centennial Lakes TIF District was decertified in 2014, the applicable Minnesota Statutes allowed the
remaining fund balance to be retained to support other city-wide projects and initiatives. The types of
projects funded and the geographic locations where funds are used must abide by the applicable plans
and statutes. This is a unique situation that is only applicable to legacy TIF Districts. This type of
flexibility is not available to newer TIF Districts.
These legacy monies can be used to construct public infrastructure such as roadways, sidewalks,
bridges, utilities and related items. The Vernon Avenue and Highway 100 interchange project that is
currently under construction is eligible for funding support from the Centennial Lakes TIF Fund. As of
year-end 2024, nearly $2.0 million was available in this account.
Rather than a direct expenditure of funds, an interfund loan is recommended. This arrangement
creates conditions where the funds might be repaid in the future so that the Centennial Lakes TIF
Fund might be able to finance another infrastructure project in the future. Up to $1.5 million will be
transferred into the Eden Willson TIF District. Those monies will be used to pay for a portion of the
infrastructure that also benefits the Eden Willson District. Over the life of the Eden Willson District
and to the extent possible, a portion of the future incremental taxes will be used to repay the
interfund loan - including principal plus 4% interest. There is, however, no guarantee of full
repayment.
Resolution 2025-05 has been prepared to document the interfund loan. This allows for immediate
payment for the new bridge and related public infrastructure while also setting up conditions for
possible repayment in the future. Staff recommends that Resolution 2025-05 be approved.
Resources/Financial Impacts:
The use of incremental property taxes will reduce the amount of debt issued to finance this major
infrastructure project. This in turn will limit the amount of the general tax levy.
Relationship to City Policies:
Budget pillars and values - Strong Foundation and Stewardship
Page 60 of 166
Supporting Documentation:
1. Staff Presentation - HRA Res 2025-05 interfund loan 8-14-2025
2. HRA Resolution 2025-05 InterFund Loan - Centennial Lakes to Eden Willson TIF
Page 61 of 166
HRA Resolution 2025-05
Interfund Loan for Vernon Ave / Highway 100 Interchange Project
Presentation to: Edina Housing & Redevelopment Authority August 14, 2025
Prepared by: Bill Neuendorf, Economic Development Manager
Page 62 of 166
Resolution 2025-05 –Interfund Loan
-Summary
The City, in conjunction with Hennepin County and
MnDOT are reconstructing bridges and roadways at
Vernon Ave and the Highway 100 / 50th Street
interchange.
TIF monies from the Centennial Lakes Fund can be
used to makeup a shortfall in the funding sources.
An interfund loan is recommended to create
conditions where the monies might be repaid in the
future.
Staff recommends approval of Resolution 2025-05
2
_____________________
Housing & Redevelopment Authority
http://elizabethpavelecky.cmswiki.wikispaces.net/file/view/bridge%20the%20gap.jpg/441534272/bridge%20the%20gap.jpg
gap
TIF
Page 63 of 166
Vernon Avenue and Highway 100 Interchange Project
3
_____________________
Housing & Redevelopment Authority Maison Green Apartments
Eden Willson
TIF-funded
improvements
Page 64 of 166
Centennial Lakes TIF Fund
– Eligible Boundaries
4
_____________________
Housing & Redevelopment Authority Page 65 of 166
Interfund Loan
5
_____________________
Housing & Redevelopment Authority
•Source of Funds: Centennial Lakes TIF Fund
•Description of Funds: These are incremental taxes previously collected
and retained for public infrastructure and other City projects
•Available Funds: $1,980,865 (as of 12/31/2024)
•Loan Amount: up to $1,500,000
•Interest Rate: 4.0% fixed
•Repayment: Possible, but not guaranteed
•Potential Repayment Source: Eden Willson TIF District
Page 66 of 166
Staff Recommendation
6
_____________________
Housing & Redevelopment Authority
Staff recommends that Resolution 2025 -05 be approved
authorizing a transfer up to $1.5 million from Centennial
Lakes TIF Fund to Eden Willson TIF District.
Page 67 of 166
RESOLUTION NO. 2025-05
RESOLUTION FOR ADVANCE OF CERTAIN COSTS IN CONNECTION WITH THE EDEN /
WILLSON REDEVELOPMENT TAX INCREMENT FINANCING DISTRICT
BE IT RESOLVED by the Board of Commissioners (the “Board”) of the Edina Housing and Redevelopment
Authority (the “HRA”) as follows:
Section 1. Background.
1.01. The HRA and City of Edina, Minnesota (the “City”) have heretofore approved the establishment of the
Eden / Willson Redevelopment Tax Increment Financing District (the "TIF District") within the Southeast Edina
Redevelopment Project Area (the "Project Area"), and have adopted a Tax Increment Financing Plan (the "TIF Plan")
for the purpose of financing certain improvements within the Project Area, all pursuant to Minnesota Statutes,
Sections 469.174 to 469.1794, as amended (the “TIF Act”).
1.02. The HRA has determined to pay for certain costs identified within the TIF Plan consisting of the design
and construction of the Vernon Avenue and Highway 100 Interchange public improvements (the “Qualified Costs”)
pursuant to Minnesota Statutes, Section 469.178, Subd. 7 of the TIF Act, which costs may be financed on a temporary
basis from HRA or City funds available for such purposes.
1.03. Under Minnesota Statutes, Section 469.178, Subd. 7 of the TIF Act, the HRA or City is authorized to
advance or loan money from the general fund or any other fund from which such advances may be legally authorized,
in order to finance the Qualified Costs; provided the loan or advance is authorized by resolution not later than 60
days after money is transferred, advanced, or spent, whichever is earliest.
1.04. The HRA intends to reimburse itself for the Qualified Costs from tax increments derived from the TIF
District in accordance with the terms of this resolution (which terms are referred to collectively as the "Interfund
Loan").
Section 2. Terms of Interfund Loan.
2.01. The HRA hereby authorizes the advance of up to $1,500,000 from the Centennial Lakes Tax Increment
Financing Fund or so much thereof as may be paid as Qualified Costs. The HRA shall reimburse itself for such
advances together with interest at the rate stated below. Interest accrues on the principal amount from the date of
each advance. The maximum rate of interest permitted to be charged is limited to the greater of the rates specified
under Minnesota Statutes, Section 270C.40 or Section 549.09 as of the date the loan or advance is authorized, unless
the written agreement states that the maximum interest rate will fluctuate as the interest rates specified under
Minnesota Statutes, Section 270C.40 or Section 549.09 are from time to time adjusted. The interest rate shall be 4%
and will not fluctuate.
2.02. Principal and interest ("Payments") on the Interfund Loan shall be paid annually on each December 31
(each a "Payment Date"), commencing on the first Payment Date on which the HRA has Available Tax Increment
Page 68 of 166
(defined below), or on any other dates determined by the Executive Director of the HRA, through the Payment Date
following last receipt of tax increment from the TIF District.
2.03. Payments on this Interfund Loan are payable solely from "Available Tax Increment," which shall mean,
on each Payment Date, tax increment available after other obligations have been paid, or as determined by the
Executive Director of the HRA, generated in the preceding six (6) months with respect to the property within the
TIF District and remitted to the HRA by Hennepin County, all in accordance with the TIF Act. Payments on this
Interfund Loan may be subordinated to any outstanding or future bonds, notes or contracts secured in whole or in
part with Available Tax Increment, and are on parity with any other outstanding or future interfund loans secured in
whole or in part with Available Tax Increment.
2.04. The principal sum and all accrued interest payable under this Interfund Loan are pre-payable in whole
or in part at any time by the HRA without premium or penalty. No partial prepayment shall affect the amount or
timing of any other regular payment otherwise required to be made under this Interfund Loan.
2.05. This Interfund Loan is evidence of an internal borrowing by the HRA in accordance with Minnesota
Statutes, Section 469.178, Subd. 7 of the TIF Act and is a limited obligation payable solely from Available Tax Increment
pledged to the payment hereof under this resolution. This Interfund Loan and the interest hereon shall not be
deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including,
without limitation, the City or HRA. Neither the State of Minnesota, nor any political subdivision thereof shall be
obligated to pay the principal of or interest on this Interfund Loan or other costs incident hereto except out of
Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any
political subdivision thereof is pledged to the payment of the principal of or interest on this Interfund Loan or other
costs incident hereto. The HRA shall have no obligation to pay any principal amount of the Interfund Loan or accrued
interest thereon, which may remain unpaid after the final Payment Date.
2.06. The HRA may amend the terms of this Interfund Loan at any time by resolution of the Board, including
a determination to forgive the outstanding principal amount and accrued interest to the extent permissible under
law.
2.07. The HRA shall report in its annual report to the State of Minnesota (1) the amount of the Interfund
Loan or advance made in a calendar year; and (2) any amendment of the Interfund Loan or advance made in a calendar
year.
Section 3. Effective Date. This resolution is effective upon the date of its approval.
Approved by the Board on August 14, 2025.
ATTEST: _______________________________
James B. Hovland, Chair
_______________________________
James Pierce, Secretary
Page 69 of 166
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 is a true and correct copy of the Resolution duly adopted by the Edina Housing
and Redevelopment Authority at its Regular Meeting of August 14, 2025, and as recorded in the Minutes of said Regular Meeting.
WITNESS my hand and seal of said City this ______________ day of ___________________, 2025.
Executive Director
Page 70 of 166
d
ITEM REPORT
Date: August 14, 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: Amend Redevelopment Agreements with Edina Enclave, LLC and Lifestyle
Communities, LLC pertaining to 7235 France Avenue.
Action Requested:
Approve the first amendments to each of the three Redevelopment Agreements for 7235 France
Avenue, including the SW Element, NW Element and East Element and authorize staff to carry out
the terms of the amended agreements.
Information/Background:
In November 2024, the City and Housing and Redevelopment Authority (HRA) entered into three
Redevelopment Agreements with Enclave Development and Lifestyle Communities to facilitate the
full redevelopment of an 8-acre property at 7235 France Avenue. These Agreements pledge future
incremental taxes to partially reimburse the developers for the cost of public infrastructure and other
eligible costs.
Since approval of the site plan and TIF agreements, the developer has pursued a strategic combination
of financing partners to advance construction on all three of the parcels. Based on the ongoing
uncertainty in the financial markets, this work has taken longer than expected. The developers have
renegotiated their purchase agreement with Macy's to delay the acquisition date until September
2025. This allowed the developer more time to secure private financing while Macy's relocated the
furniture operations into the Southdale Center mall. The furniture store has been relocated and the
site is now vacant.
Due to this change in acquisition date, the developers request that the starting and ending deadlines
in each of the Redevelopment Agreements be extended an additional 9-months. This change in the
schedule is considered sufficient to allow the developer to secure acquisition funds and begin site
work (as the Master Developer) in fall 2025. In addition to the schedule changes in Section 3, the
amendment also includes related changes to deadlines located elsewhere in the Agreements.
It is not unusual for multi-phase projects to include amendments to their financing agreements. Large
projects take time and market conditions change daily. The First Amendment has been prepared by
the HRA's attorneys at Dorsey & Whitney. The developers are agreeable to the terms in the First
Amendment. No material changes are included in this amendment. All existing obligations,
responsibilities, safeguards and expectations remain unchanged. Staff recommends approval of the
First Amendments to the three Redevelopment Agreements applicable to 7235 France Avenue.
Resources/Financial Impacts:
None.
Relationship to City Policies:
Tax Increment Financing policy.
Page 71 of 166
Supporting Documentation:
1. Staff Presentation 7235 France -TIF First Amendment August 2025
2. First Amendment to Redevelopment Agreement - NW Element (Edina - 7235 France) v2 final
3. First Amendment to Redevelopment Agreement - SW Element (Edina - 7235 France)-v3 final
4. First Amendment to Redevelopment Agreement - East Element (Edina - 7235 France)-v1 final
Page 72 of 166
7235 France Avenue
First Amendment to Redevelopment Agreements with
Enclave Edina LLC and Lifestyle Communities LLC
Presentation to: Edina Housing & Redevelopment Authority August 14, 2025
Edina City Council, August 19, 2025
Prepared by: Bill Neuendorf, Economic Development Manager
Page 73 of 166
Request for Amendment to 2024 Redevelopment Agreements
-Summary
Developers intend to invest $300+ million to redevelop
property at 7235 France Ave.
HRA and City previously approved a pledge up to
$22.874 million to reimburse a portion of eligible costs
using a combination of TIF and SPARC.
The original real estate closing has been rescheduled
for September 2025. The proposed Amendment
modifies the contract schedule to allow developers
additional 9 months to complete the project.
Staff recommends approval of the Amendment.
2
_____________________
Housing & Redevelopment Authority
gap
TIF
Due to complexities of the site and project, the
developers are unable to secure private debt and
equity financing without public financial intervention.
Page 74 of 166
Project Location
Cedars
Apartments
YMCA
Galleria
Target
Lunds /
Byerlys
Cornelia
Elementary
Southdale
Library
7235 France
Centennial
Lakes
School
District
280
3
School
District
273
_____________________
Housing & Redevelopment Authority Page 75 of 166
Existing Conditions
•8-acre site
•Constructed 1977
•Vacant commercial building
•Deemed ‘sub-standard’ and eligible
for TIF designation per MN Statute
•Under contract for sale by Macy’s
4
_____________________
Housing & Redevelopment Authority Page 76 of 166
Development Team
•Fargo ND based
•Established 2011
•Unified real estate investment firm with in-house
development, construction & management
•150+ projects; 34 in Minnesota
•www.EnclaveCompanies.com
•Edina MN based
•Established 2008
•Focus on active-adult cooperatives
and condominium development
•45 completed projects
•www.ThisLifestyle.com
5
_____________________
Housing & Redevelopment Authority Page 77 of 166
Background - Approved Site Plan & Financing
•Submitted for Consideration
March 2023
•Recommended for Approval by
Planning Commission May 2024
•Submitted Request for Tax
Increment Financing May 2024
•Preliminary Rezoning Approved
June 2024 with conditions
•Final Rezoning and Site Plan
approved September/October
2024
•TIF Agreements approved
November 2024
6
_____________________
Housing & Redevelopment Authority
N W N East
S W
S East
Page 78 of 166
NW Site Rendering
Approved 9-17-2024
7
_____________________
Housing & Redevelopment Authority Page 79 of 166
SW Site Rendering
Approved 9-17-2024
8
_____________________
Housing & Redevelopment Authority Page 80 of 166
East Site Rendering
Approved 9-17-2024
9
_____________________
Housing & Redevelopment Authority Page 81 of 166
Public Benefits Incorporated into Redevelopment Agreement
•Economic and fiscal benefits
•Responsive to Southdale Design
Guidelines
•Subdivide ‘superblock’
•Prioritize ‘public realm’
•Integrate mixed uses
•Minimize surface parking
•Implement Sustainable Buildings Policy
•Implement Affordable Housing Policy
•Structured parking for shared visitor use
•New public realm spaces with sidewalks,
plazas and outdoor spaces
•Improve Nine Mile Creek Bike Trail
•Facilitate future grade-separated
pedestrian crossing
•Other fiscal contributions
•Property tax base
•Park dedication fees
•Water & sewer fees
10
_____________________
Housing & Redevelopment Authority Page 82 of 166
Economic Benefits
Growth in Tax Base
11
_____________________
Housing & Redevelopment Authority
Current
conditions
(2024)
Estimate after
redevelopment
(2030)
Estimated
Growth
Estimated
Market Value $12.1 M $244.43 M 20x
Annual
Property
Taxes Paid
$348,609 $3,653,000 10x
•This degree of growth would
not happen if the site was kept
“as is”, remodeled or rebuilt as
a series of smaller buildings
•Transformational redevelopment
projects of this scale and caliber
deliver a tremendous boost to
the overall tax base and shift
distribution of taxes to benefit
local taxing agencies
Page 83 of 166
Schedule Changes to Reflect 2025 Market Conditions
Recent Progress
•Furniture gallery relocated into Southdale
Center mall; site is now vacant
•Successful marketing events held to promote
condominium sales
•Equity sources and development partners
identified with soft commitments
•Land owner agreed to real estate transaction
in September 2025, this is a 9-month delay
from the original schedule
Next Steps
•Developers intend to acquire the site and raze the
vacant building in fall/winter 2025
•Developers intend to serve as “master developer”
to install infrastructure so that each of the 4
buildings can be built on their own schedules
without delays due to utilities, roadways, etc
•Developers intend to formalize funding and
partnerships for NW, SW and E phases
9-month extension needed in TIF Agreements
to reflect this delayed start.
No other changes are recommended at this
time .
12
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Housing & Redevelopment Authority Page 84 of 166
In conclusion
•The site was deemed a substandard / blighted property that qualifies for TIF designation
•The site plan proposal was recommended to be approved by Planning Commission and granted final and zoning
approvals by City Council
•TIF Financing District Plan approved in November 2024
•Redevelopment Agreements with Enclave & Lifestyle Communities approved in November 2024
•This amendment extends the schedule to complete the work with no other material changes.
13
_____________________
Housing & Redevelopment Authority Page 85 of 166
Staff Recommendation
14
_____________________
Housing & Redevelopment Authority
Staff recommends that the First Amendment to the three
Redevelopment Agreements with Edina Enclave, LLC and Lifestyle
Communities, LLC be approved by the HRA Board and City Council.
Page 86 of 166
4938-7770-2742\2
FIRST AMENDMENT
to
Redevelopment Agreement
(7235 France Avenue – NW Element)
by and among
City of Edina, Minnesota,
Housing and Redevelopment Authority
of Edina, Minnesota,
and
Edina Enclave, LLC
Dated as of
August 19, 2025
THIS DOCUMENT WAS DRAFTED BY:
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, MN 55402-1498
Page 87 of 166
1
4938-7770-2742\2
FIRST AMENDMENT TO
REDEVELOPMENT AGREEMENT
(7235 France Avenue – NW Element)
THIS FIRST AMENDMENT TO REDEVELOPMENT AGREEMENT (“Amendment”) is made
and entered into as of August 19, 2025 (the “First Amendment 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 Edina Enclave, LLC, a Delaware limited liability company
(“Developer”).
RECITALS
A. The City, the Authority, and Developer are parties to a Redevelopment Agreement dated
November 19, 2024 (the “Existing Agreement”).
B. Upon the terms and conditions set forth in the Existing Agreement, the Authority agreed
to provide Developer with certain TIF Assistance in connection with Developer’s redevelopment of certain
property located within the City’s 72nd and France #3 Tax Increment Financing District, as such property
is more particularly described in the Existing Agreement.
C. As set forth in the Existing Agreement, in order for the Authority to provide Developer
with TIF Assistance, Developer must construct certain Minimum Improvements on or before corresponding
Completion dates and satisfy other conditions, all as set forth in the Existing Agreement.
D. It is not unusual for multi-phase redevelopment projects to encounter changes and delays
that reflect evolving conditions in the local, regional and national economy. It remains in the interest of the
City and Authority to consider reasonable changes to the Existing Agreement to allow the site to be
successfully redeveloped.
E. Due to current economic conditions, Developer was unable to meet the required
Completion date for the Real Estate Land Closing. The Developer has negotiated an extension of the Real
Estate Land Closing and requests that the schedule for the redevelopment contemplated under the Existing
Agreement be extended accordingly. Therefore, upon the terms and conditions set forth in this Amendment,
the Authority and the City have agreed to extend certain Completion dates by approximately nine (9)
months, and otherwise amend the Existing Agreement as set forth herein.
NOW, THEREFORE, in consideration of the promises and the mutual obligations of the parties
hereto, each of them does hereby covenant and agree with the other as follows:
1. Recitals; Definitions. The Recitals are true and correct statements of fact and are
incorporated into this Amendment by this reference, including the definitions set forth therein. Each
capitalized term used herein and the Recitals, unless otherwise defined, shall have the respective meaning
ascribed to such term in the Existing Agreement. The “Agreement” is the Existing Agreement as amended
by this Amendment.
2. Commencement and Completion of Minimum Improvements. Section 3.1.1 of the Existing
Agreement is hereby deleted in its entirety and replaced as set forth below in this Section 2.
“3.1.1 Minimum Improvements Timeline. The timeline for the Commencement
and Completion of the Minimum Improvements is identified in this Section 3.1. Following
Page 88 of 166
2
4938-7770-2742\2
Commencement, construction or other activity must continue, without interruption, in a sequence
consistent with normal redevelopment and construction practices. Failure to meet any of the dates
identified as “No Later Than” shall be considered a Default, unless mutually determined to be the
result of Unavoidable Delay. The Commencement and Completion timeline for the Minimum
Improvements is as follow:”
Commencement Date Completion Date Description of Work Anticipated No Later Than Anticipated No Later Than
Real Estate Land
Closing N/A N/A 09/18/2025 03/15/2026
Demolition 06/01/2026 01/01/2027 08/01/2026 03/01/2027
Site Remediation 08/01/2026 02/01/2027 10/01/2026 12/01/2028
Site Preparation 10/01/2026 03/01/2027 12/01/2026 12/01/2028
Go-Ahead Letter N/A N/A 05/01/2027 12/01/2028
Foundation 03/01/2027 12/01/2028 N/A N/A
Shell and Base Interior
Construction 03/01/2027 12/01/2028 08/01/2029 02/01/2031
Certificate of
Occupancy (shell
building)
N/A N/A
07/01/2029 02/01/2031
3. Delegation of Certain Obligations to Master Developer. The following is hereby amended
added to the Existing Agreement as Section 3.9:
“3.9 Delegation of Certain Obligations to Master Developer. Notwithstanding any
provision to the contrary in the Agreement, Developer and Lifestyle shall each have the right, upon
the prior written consent of the Authority’s Executive Director, to delegate responsibility to
complete all Demolition, Site Remediation, and Site Preparation, including but not limited to rough
grading, soil correction and stabilization, utilities, curb and gutter, storm water system, internal
roadways, sidewalks and bicycle trails on to their respective Lot(s) (collectively, the “Delegated
Obligations”) to the other, such that either Developer or Lifestyle shall be responsible for
performing all Delegated Obligations for the entire Project Area. Developer shall provide written
notice to the City and the Authority prior to any such delegation including a description of which
entity will be responsible for the work and the cost distribution of the work performed by the Master
Developer. Any delegation from Developer to Lifestyle pursuant to this Section shall not relieve
Developer of its obligations under the Agreement, and Developer shall remain jointly and severally
liable with Lifestyle for the full and timely performance of the Delegated Obligations.”
4. Creation of TIF District; Certification. Section 12.1 of the Existing Agreement is hereby
deleted in its entirety and replaced as set forth below in this Section 4. This amended Section 12.1 reflects
the amended Real Estate Land Closing date set forth above and is intended to provide a reliable stream of
Tax Increments.
“12.1 Creation of TIF District; Certification. The Authority and City have taken
all necessary actions to create and establish the TIF District as of the Effective Date. The TIF
Page 89 of 166
3
4938-7770-2742\2
District has been created and established as a “redevelopment” district under the TIF Act. The
Authority will cause the TIF District to be certified promptly following the Real Estate Land
Closing, such that Tax Increments will be become available in accordance with the TIF Plan.
Developer acknowledges and agrees that the Authority and the City may take appropriate steps to
modify the TIF District in the future, including, without limitation, incorporating additional land
into the TIF District or modifying the first collection year. Developer shall cooperate with the
Authority and the City with any such future modification, including to execute and deliver any
supplements or modifications to this Agreement that are reasonably required in connection
therewith, provided that no such modification or supplement shall (a) increase any obligation of
Developer hereunder or (b) adversely affect any right of or benefit of Developer hereunder.”
5. SPARC Fund Forgivable Loan. Section 12.9.1.1 of the Existing Agreement is hereby
deleted in its entirety and replaced as set forth below in this Section 5. This amended Section 12.9.1.1
reflects a recent change in state law governing unallocated Tax Increment funds.
“12.9.1.1. The Authority has elected to use the SPARC Fund to offset the principal
amount of the NW Element TIF Note, SW Element TIF Note and/or East Element Note by a
cumulative amount of the lesser of $1,500,000 (subject to adjustment as provided below) and the
amount of the SPARC Fund Qualified Costs (as defined below), by providing a forgivable loan
funded through the SPARC Fund (the “SPARC Forgivable Loan”) pursuant to the terms and
conditions of a loan agreement in substantially the form attached as Exhibit W to this Amendment
(the “SPARC Forgivable Loan Agreement”). All costs related to the Project that have been
expended by the Developer by December 1, 2026 (or, to the extent the current statutory deadline is
further extended as authorized by State law, to a date determined by the Authority), excluding land
acquisition, but including, without limitation, all Project costs shown on Exhibit B of the SPARC
Forgivable Loan Agreement attached hereto, shall be eligible for reimbursement from the SPARC
Fund under the terms and conditions of the SPARC Forgivable Loan Agreement (collectively,
“SPARC Fund Qualified Costs”). The Authority shall use good faith, commercially reasonable
efforts to notify Developer of its election to use SPARC Funds in an amount greater than
$1,500,000 prior to July 1, 2026 (or, to the extent the current statutory deadline is further extended
as authorized by State law, to a date determined by the Authority). Following such notice, the
Developer and the Authority shall use good faith efforts to meet and confer regarding the potential
use of additional SPARC Funds. On or before September 1, 2026 (or, to the extent the current
statutory deadline is further extended as authorized by State law, to a date determined by the
Authority), Developer and Lifestyle will notify the Authority of the amount of the SPARC
Forgivable Loan allocated to the NW Element, SW Element and East Element. Developer shall use
good faith, commercially reasonable efforts to expend the SPARC Fund Qualified Costs by
December 1, 2026 (or, to the extent the current statutory deadline is further extended as authorized
by State law, to a date determined by the Authority), but failure of Developer to do so shall not be
a Default under this Agreement. On or before December 15, 2026 (or, to the extent the current
statutory deadline is further extended as authorized by State law, to a date determined by the
Authority), Developer and the Authority shall execute the SPARC Fund Loan Agreement, in the
principal amount, if any of the SPARC Fund Forgivable Loan is allocated to the NW Element, and
the NW Element TIF Note will be reduced by such amount.
6. Ratification. Except as specifically modified by this Amendment, the terms and provisions
of the Existing Agreement shall remain in full force and effect.
7. Binding Effect. This Amendment amends and supplements the Agreement. If there is a
conflict between the provisions of the Existing Agreement and this Amendment, the provisions of this
Amendment shall control. This Amendment shall be binding upon and inure to the benefit of the City, the
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Authority, Developer, and their respective successors and assigns.
8. Counterparts. This Amendment may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and
the same instrument. Facsimile or email copies shall be deemed originals.
[Remainder of page intentionally left blank; signature pages follow]
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[Signature Page to First Amendment to Redevelopment Agreement (7235 France – NW Element)]
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IN WITNESS WHEREOF, the City, the Authority and Developer have caused this Amendment to
be duly executed in their names and on their behalf, all on or as of the date first above written.
CITY OF EDINA, MINNESOTA
By: _____________________________
James B. Hovland, Mayor
By: _____________________________
Scott H. Neal, City Manager
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ____ day of _______________, 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
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[Signature Page to First Amendment to Redevelopment Agreement (7235 France – NW Element)]
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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
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[Signature Page to First Amendment to Redevelopment Agreement (7235 France – NW Element)]
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EDINA ENCLAVE, LLC
a Delaware limited liability company
By: ________________________________________
Name: ______________________________________
Its: _________________________________________
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ___ day of _______________, 2025,
by __________________, the _______________________ of EDINA ENCLAVE, LLC, a Delaware
limited liability company, on behalf of the limited liability company.
Notary Public
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EXHIBIT W
Form of SPARC Loan Agreement
Forgivable Loan Agreement
(Edina SPARC Fund – NW Element)
This Forgivable Loan Agreement (Edina SPARC Fund – NW Element) (this “Agreement”), made
and entered into as of this ____ day of ____________, between 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 Edina Enclave, LLC, a Delaware limited liability company
(“Borrower”).
Recitals:
A. Borrower is the owner of that certain land located at located at 7235 France Avenue, Edina,
Minnesota, as legally described on Exhibit A (the “Project Area”).
B. Borrower, the Authority, and the City of Edina, Minnesota (the “City) are parties to that
certain Redevelopment Agreement (NW Element), dated ______________, 2024 (the “Redevelopment
Agreement”), pursuant to which the Authority and the City have agreed to provide certain financial support
to Borrower in connection with Borrower’s redevelopment of the Project Area by demolition of an existing
retail building and related parking and improvements located within the Project Area and the development
and construction of certain “Minimum Improvements” consisting generally of a 7-story (approximately 85-
foot tall) mixed-use building containing approximately 13,500 square feet of office space, 5,900 square feet
of retail space, 124 apartment units and an approximately 251-stall parking garage, and certain related
public improvements (collectively, the “Project”).
C. Upon completion, the Project is anticipated to deliver many benefits to the general public.
In addition to the redevelopment of an underutilized building and long-term increase in the property tax
base, the Project will deliver additional public benefits including: creation of new affordable housing units,
stormwater improvements, environmental remediation, streetscape improvements, permanent sustainability
features and public parking. Upon completion, the Project will also enable several improvements to the
local transportation network including improvements for pedestrians, bicyclists, and motorists. These
improvements are intended to benefit the Project, the adjacent properties, the surrounding neighborhoods
and the general public who travel to and through this area.
D. Pursuant to the temporary authority for use of increment granted by Minnesota Statutes,
Section 469.176, subdivision 4(n) (the “Act”) on October 28, 2021, the Authority adopted, and on
November 16, 2021, the City approved a written spending plan (which may be amended from time to time)
for unobligated tax increment monies (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.
E. As set forth in the Redevelopment Agreement, pursuant to the Act and the Spending Plan,
and subject to the terms and conditions of this Agreement, the Authority, believing that the Project is in the
best interest of the City, desires to provide a forgivable loan of unobligated tax increment revenue to
Borrower from the SPARC Fund in the maximum principal amount of $________ (the “Loan”) to assist in
financing the Project, such Loan being referred to in the Redevelopment Agreement as the “SPARC
Forgivable Loan”.
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F. The SPARC Forgivable Loan will be used as a substitute for all or a portion of the NW
Element TIF Note anticipated to be issued in the Redevelopment Agreement.
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 I
RECITALS; EXHIBITS, DEFINITIONS
Section 1.01 Recitals. The foregoing Recitals are true and correct statements of fact and are
incorporated into this Agreement by this reference, including the definitions set forth therein.
Section 1.02 Exhibits. All Exhibits referred to in and attached to this Agreement upon execution
are incorporated in and form a part of this Agreement as if fully set forth herein.
Section 1.03 Definitions. Unless otherwise defined herein or unless context requires otherwise,
undefined terms used herein shall have the meanings set forth in the Redevelopment Agreement. All defined
terms may be used in the singular or the plural, as the context requires.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.01 Authority Representations. The Authority makes the following representations to
Borrower:
(a) The Authority is a public body corporate and politic and a governmental
subdivision of the state of Minnesota, duly organized and existing under State law and the Authority has
the authority to enter into this Agreement and carry out its obligations hereunder.
(b) The Authority has the power under applicable state law to enter into this
Agreement and carry out its obligations hereunder.
Section 2.02 Borrower Representations. Borrower makes the following representations to the
Authority:
(a) Borrower is a limited liability company under the laws of the State of
Delaware 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) 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 Borrower is now a party or by which Borrower is bound.
(c) There is no legal or regulatory proceeding or investigation pending or, to
the knowledge of Borrower, threatened (or any basis therefor) against Borrower or the Project, which, when
and however decided, could have a material adverse effect on the condition or business of Borrower or its
ability to perform its obligations under this Agreement.
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(d) Borrower has no actual knowledge that any member of the Board of the
Authority, or any other officer of the Authority or the City has any direct or indirect financial interest in
Borrower, the Project Area, or the Project.
(e) Borrower would not undertake the Project without the financial assistance
to be provided by the Authority pursuant to this Agreement.
The foregoing representations and warranties, as well as the facts contained in the Recitals, shall be
continuing in nature and shall be true and correct as of the date made, at the date of the initial advance and
at the dates of all subsequent advances of the proceeds of the Loan.
ARTICLE III
SPARC FUND LOAN
Section 3.01 Loan for Qualified Costs. The Authority agrees to make the Loan to Borrower
subject to the following terms and conditions, and the other terms, conditions, and restrictions of this
Agreement:
(a) The maximum principal amount of the Loan will be $__________, which
represents the amount of Qualified Costs (defined below) that are anticipated to be expended by Borrower
on or before the Disbursement Request Deadline.
(b) The Loan funds may be used to pay for those costs incurred by
Borrower in connection with the Project that have been expended by the Developer by [December 1, 2026],
excluding land acquisition, but including, without limitation, all Project costs shown on Exhibit B attached
hereto (collectively, “Qualified Costs”).
(c) The Loan shall be evidenced by a note to be executed by Borrower and
delivered to the Authority, the form of which is attached hereto as Exhibit C (the “Note”).
(d) Upon the occurrence and during the continuance of an Event of Default,
the unpaid principal of the Loan shall bear interest at the rate described in the Note.
Section 3.02 Loan Disbursement; Disbursement Request.
(a) Promptly following receipt of the Go-Ahead Letter, the Authority will
deposit funds in the amount of the Loan with an escrow agent (to be mutually agreed upon by the Authority
and Borrower) (the “Escrow Agent”) to be disbursed to pay Qualified Costs pursuant to the terms of this
Agreement upon review and approval of disbursement requests as provided herein.
(b) Requests for disbursement of portions of the Loan shall be originated by
Borrower by delivering to the Authority and the Escrow Agent a disbursement request in the form
acceptable to the Escrow Agent and approved by the Authority (the “Disbursement Request”) in its
reasonable discretion. Within 10 working days after receipt of the Disbursement Request, the Authority
shall approve or disapprove the Disbursement Request, and if approved, shall forward the Disbursement
Request and a sufficient amount of the Loan to pay said Disbursement Request to Escrow Agent, subject
to the condition that, before disbursing such Loan advance, Escrow Agent must 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 Qualified Costs of the Project. If the Escrow Agent is unable to obtain such waivers, releases and/or
satisfactions with respect to any Disbursement Request, the Authority shall be entitled, but not obligated,
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to revoke its approval of such Disbursement Request. Borrower hereby agrees to indemnify, defend and
hold harmless the Authority and Escrow Agent from any and all claims, demands or costs associated with
the disbursement of the Loan, including reasonable attorney’s fees arising therefrom. The foregoing
notwithstanding, upon the consent of the Authority, which shall not be unreasonably withheld, conditioned
or delayed, the disbursement process set forth in this Section may be modified if required by the lender that
funds Borrower’s loan funding of construction of the Project (the “Borrower’s Lender”).
(c) No Disbursement Request may be submitted to the Authority later than
[December 1, 2026] (“Disbursement Request Deadline”) in order for the Authority to make all Loan
advances and pay the corresponding Qualified Costs before the SPARC Expiration Date (as defined below),
and, notwithstanding anything herein to the contrary, the Authority shall have no obligation to accept any
Disbursement Request or to make any Loan advances after the SPARC Expiration Date.
Section 3.03 Satisfaction of Conditions Precedent. Notwithstanding anything to the contrary
contained herein, the Authority’s obligation to advance any portion of the Loan shall be subject to
satisfaction, or waiver in writing by the Authority, of all of the following conditions precedent:
(a) Borrower shall have executed and delivered the Note to the Authority.
(b) There shall then be no uncured Event of Default and no act, event,
condition or omission shall have occurred which, with the giving of notice or lapse of time or both, would
constitute an Event of Default hereunder or under the Redevelopment Agreement, and the Authority shall
have received a certificate to that effect dated the date of each such advance and signed by Borrower.
(c) The representations of Borrower set forth in Section 2.02 shall continue
be true and correct in all material respects as of the date of such advance.
Section 3.04 Loan Forgiveness . So long there is then no uncured Event of Default, upon the
Authority’s issuance of the Certificate of Completion in accordance with the Redevelopment Agreement,
the Authority shall forgive the Loan by furnishing Borrower with a certification in the form attached hereto
in Exhibit D (the “Certificate of Forgiveness”) reasonably promptly after Borrower’s request. If the
Authority shall refuse or fail to provide a Certificate of Forgiveness within 30 days following Borrower’s
request, the Authority shall provide Borrower with a written statement specifying in what respects 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 Authority, for Borrower to obtain the Certificate of
Forgiveness.
Notwithstanding herein to the contrary, subject to Unavoidable Delays, in no event will the
Authority be obligated to forgive the Loan, if Borrower has not obtained the Certificate of Completion in
accordance with the Redevelopment Agreement by May 1, 2032 unless that date has been amended in the
Redevelopment Agreement (“Completion Deadline”).
Section 3.05 Nature of Edina SPARC Fund. The authority for the Authority to transfer or loan
unobligated incremental property taxes under the Act (as the same have been allocated to the SPARC Fund)
expires on [December 1, 2026] (the “SPARC Expiration Date”) and all such transferred increments must
be spent by such SPARC Expiration Date. As such, to minimize the amount of increment that the Authority
would be require to “return” under the Act, if the Loan is not fully forgiven as provided herein, any amounts
paid or repaid to the Authority by Borrower shall be from sources of funds of Borrower other than the
loaned unobligated incremental property taxes from the SPARC Fund.
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ARTICLE IV
DEFAULTS AND REMEDIES
Section 4.01 Borrower 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:
(a) Failure by Borrower to obtain the Certificate of Completion in accordance
with the Redevelopment Agreement by the Completion Deadline.
(b) Failure of Borrower to timely pay to the Authority any amounts required
to be paid by Borrower hereunder.
(c) Except as provided in Sections 4.01(a) through (b) hereof, failure by
Borrower to observe or perform any other covenant, condition, obligation or agreement on its part to be
observed or performed under this Agreement, and the continuation of such failure for a period of 30 days
after written notice of such failure from the Authority; provided, however, if any such failure reasonably
requires more than 30 days to cure, such failure shall not constitute an Event of Default, provided Borrower
promptly commenced such cure upon receipt by Borrower of the written notice of the default, and with due
diligence is thereafter continuously prosecutes such cure to completion and is completed within a
reasonable period of time, and provided that Borrower keeps the Authority informed at all times of its
progress in curing the default, provided that in no event shall such additional cure period for any default
extend beyond 90 days.
(d) The occurrence of an Event of Default under the Redevelopment
Agreement.
Section 4.02 Authority Remedies on Borrower Default. Upon the occurrence of an Event of
Default, the Authority may take any one or more of the following actions:
(a) Suspend its performance under this Agreement (including, without
limitation, refraining from making any Loan advance under this Agreement) until it receives assurances
from Borrower deemed reasonably adequate by the Authority, that Borrower will cure the Event of Default
and continue its performance under this Agreement, but Lender may make Loan advances after the
happening of any such event without hereby waiving the right to refrain from making other or further Loan
advances or to exercise any of the other rights Lender may have.
(b) In the case of a material default that is not cured within a reasonable period
of time, terminate all rights of Borrower under this Agreement.
(c) Withhold the Certificate of Completion under the Redevelopment
Agreement.
(d) Withhold the Certificate of Forgiveness.
(e) To declare the entire unpaid principal of the Loan and all accrued interest
thereon immediately due and payable without further notice.
(f) Take whatever action at law or in equity may appear necessary or desirable
to the Authority to enforce performance and observance of any obligation, agreement, or covenant of
Borrower under this Agreement.
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Section 4.03 Authority Default; Remedies Upon Authority Default. In the event the Authority
should fail to observe or perform any covenant, agreement or obligation of the Authority on its part to be
observed and performed under this Agreement and such failure continues for more than 30 days after written
notice by Borrower to the Authority of such failure, Borrower may take any one or more of the following
actions:
(a) Suspend its performance under this Agreement until it receives assurances
from the Authority deemed adequate by Borrower, that the Authority 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 Authority under this Agreement.
(c) Take whatever action at law or in equity may appear necessary or desirable
to Borrower to enforce performance and observance of any obligation, agreement, or covenant of the
Authority under this Agreement.
Section 4.04 No Remedy Exclusive. No remedy herein conferred upon or reserved to the
Authority, or to 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 Authority, 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.
Section 4.05 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.
Section 4.06 Agreement to Pay Costs and Attorneys’ Fees. Whenever any Event of Default
occurs and the non-defaulting party shall employ attorneys or incur any other costs or 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 defaulting party herein contained, the defaulting party agrees that
it shall, on demand therefor, pay to the Authority the reasonable fees of such attorneys and such other
expenses so incurred by the non-defaulting party, together with interest thereon at the rate of interest for
the Loan set forth in the Note.
ARTICLE V
INSURANCE; INDEMNIFICATION
Section 5.01 Insurance. Borrower will, at its expense, carry such type and amount of insurance
concerning the contents of the Project Area as is required under the Redevelopment Agreement.
Section 5.02 Indemnification.
(a) Borrower releases and covenants and agrees that the Authority, and its
respective governing body members and elected officials, officers, employees, agents, independent
contractors and attorneys (collectively the “Indemnified Parties”), shall not be liable for and agrees to
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indemnify, defend, and hold harmless the Indemnified Parties against any loss or damage to property or
any injury to or death of any person occurring at or about, or resulting from any defect in the Project
constructed by Borrower, except to the extent attributable to the negligence or intentional misconduct of
any Indemnified Party.
(b) Except to the extent of the negligence or intentional misconduct of any
Indemnified Party, Borrower shall indemnify and defend the Indemnified Parties, now and forever, and
further agrees to hold the aforesaid harmless from any claims, demands, suits, costs, expenses (including
reasonable attorney’s fees), actions or other proceedings whatsoever by any person or entity whatsoever
arising or purportedly arising from the actions or inactions of Borrower, or any of its owners, agents,
contractors, or employees, under this Agreement or the transactions contemplated hereby, including,
without limitation, the acquisition, construction, installation, ownership, and/or operation of the Project.
ARTICLE VI
PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
Section 6.01 Except as permitted under the Redevelopment Agreement, Borrower shall not sell,
assign, convey, lease or transfer in any other mode or manner any of its right, title, and interest in and to all
or any part of the Project Area or this Agreement without the express written approval of the Authority. For
avoidance of doubt, Borrower may assign this Agreement simultaneously with any assignment of the
Redevelopment Agreement and to the same assignee of the Redevelopment, subject to the same terms,
conditions, and requirements applicable to an assignment of the Redevelopment Agreement set forth in the
Redevelopment Agreement. In the absence of specific written agreement by the Authority to the contrary,
neither the transfer of the Project Area nor the assignment of this Agreement, or any portion thereof, prior
to the issuance of the Certificate of Forgiveness will relieve Borrower of its obligations under this
Agreement and the Note.
ARTICLE VII
ADDITIONAL PROVISIONS
Section 7.01 Term of Agreement. This Agreement shall terminate on the earlier of the date (a)
a Certificate of Forgiveness is provided to Borrower from the Authority, or (ii) the date this Agreement is
terminated or rescinded in accordance with its terms (the “Termination Date”).
Section 7.02 Damage or Destruction. Upon any damage or destruction of the Project Area, or
any portion thereof, by fire or other casualty, before the Termination Date, should Borrower commence or
cause to be commenced the process required to repair, reconstruct and restore the damaged or destroyed
Project Area, or portion thereof, the Authority shall continue to provide the Loan contemplated herein. If,
upon such damage or destruction of the Project Area, Borrower decides not to repair, reconstruct or restore
the damaged or destroyed Project Area, the Authority shall not be required to provide the Loan
contemplated herein.
Section 7.03 Equal Employment Opportunity. Borrower, for itself and its successors and
assigns, agrees that during the construction of the Project it will comply with any applicable affirmative
action and nondiscrimination laws or regulations.
Section 7.04 Restrictions on Use. Borrower agrees for itself, and its successors and assigns, and
every successor in interest to the Project Area, or any part thereof, that Borrower, and such successors and
assigns, shall devote the Project Area to, and only to and in accordance with, the uses specified in this
Agreement and other agreements entered into between Borrower and the Authority, and shall not
discriminate upon the basis of race, color, creed, religion, national origin, sex, marital status, disability,
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status with regard to public assistance, sexual orientation, and familial status in the sale, lease, or rental or
in the use or occupancy of the Project Area or any improvements erected or to be erected thereon, or any
part thereof.
Section 7.05 Legal and Administrative Expenses. Borrower agrees to pay all fees and expenses
incurred by the Authority in connection with review and analysis of the development proposed under this
Agreement and the negotiating, approval and documentation of this Agreement, but not limited to, attorney
and municipal advisor fees and expenses.
Section 7.06 Notices and Demands. Except as otherwise expressly provided in this Agreement,
a notice, demand or other communication under this Agreement by any party to any other shall be in writing
and shall be sufficiently given or delivered if it is dispatched by reputable overnight courier, sent registered
or certified mail, postage prepaid, return receipt requested, or delivered personally, and addressed to:
Borrower at: Edina Enclave, LLC
Attn: Austin J. Morris
300 23rd Avenue East, Suite 300
West Fargo, ND 58078
with a copy to: Siegel Brill, P.A.
Attn: Anthony J. Gleekel
Joshua B. Grossman
Siegel Brill, P.A.
100 Washington Avenue South, Suite 1300
Minneapolis, MN 55401
The Authority at: Housing and Redevelopment Authority of Edina, Minnesota
Attention: Executive Director
4801 West 50th Street
Edina, MN 55424
with a copy to: Dorsey & Whitney LLP
Attention: Jay R. Lindgren
50 South Sixth Street, Suite 1500
Minneapolis, MN 55402
or at such other address with respect to any such party as that party may, from time to time, designate in
writing and forward to the other, as provided in this section.
Section 7.07 Governing Law, Jurisdiction, Venue and Waiver of Trial by Jury. All matters,
whether sounding in tort or in contract, relating to the validity, construction, performance, or enforcement
of this Agreement shall be controlled by, interpreted and determined in accordance with the laws of the
state of Minnesota without regard to its conflict and choice of law provisions. Any litigation arising out of
this Agreement shall be venued exclusively in Hennepin County District Court, Fourth Judicial District,
state of Minnesota and shall not be removed therefrom to any other federal or state court. The Authority
and Borrower hereby consent to personal jurisdiction and venue in the foregoing court. The Authority and
Borrower hereby waive trial by jury for any litigation arising out of this Agreement.
Section 7.08 Severability. If any term or provision of this Agreement is determined to be invalid
or unenforceable under applicable Law, the remainder of this Agreement shall not be affected thereby, and
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each remaining term or provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by applicable Law.
Section 7.09 Consents and Approvals. Whenever the terms “consent,” “approve,” or “approval”
are used herein, they shall mean consent or approvals which shall not be unreasonably conditioned or
delayed, unless specifically provided otherwise. All consents or approvals must be delivered in writing in
order to be effective.
Section 7.10 Additional Documents. When reasonably requested to do so by another party, each
party shall execute or cause to be executed any further documents as may be reasonably necessary or
expedient and within their lawful obligation in order to consummate the transactions provided for in, and
to carry out the purpose and intent of, this Agreement.
Section 7.11 Limitation. All covenants, stipulations, promises, agreements and obligations of
the Authority or Borrower contained in this Agreement shall be deemed to be the covenants, stipulations,
promises, agreements and obligations of the Authority and Borrower, and not of any governing body
member, officer, agent, servant, manager or employee of the Authority or Borrower in the individual
capacity thereof.
Section 7.12 Authority Approval. Unless the Board, as applicable, determines otherwise in its
discretion, all approvals and other actions required of or taken by the Authority shall be effective upon
action by the Authorized Representative of the Authority, as applicable (or in either case his/her designee),
unless (a) this Agreement explicitly provides for approval by the Board of the Authority, (b) approval by
the Board is required by law or (c) the approval, in the opinion of the Executive Director, would result in a
material change in the terms of this Agreement.
Section 7.13 Superseding Effect. This Agreement reflects the entire agreement of the parties
with respect to the items covered by this Agreement, and supersedes in all respects all prior agreements of
the parties, whether written or otherwise, with respect to the items covered by this Agreement.
Section 7.14 Relationship of Parties. Nothing in this Agreement is intended, or shall be
construed, to create a partnership or joint venture among or between the parties hereto, and the rights and
remedies of the parties hereto shall be strictly as set forth in this Agreement.
Section 7.15 Survival of Terms. The following Sections will survive the expiration or earlier
termination of this Agreement: Section 4.02 through 4.06 [Remedies on Default, etc.] to the extent of any
Event of Default arising prior to such termination or expiration; Section 5.01 [Insurance]; Section 5.02
[Indemnification]; Section 7.06 [Notices and Demands]; Section 7.07 [Governing Law, Jurisdiction, Venue
and Waiver of Trial by Jury]; Section 7.11 [Limitation]; Section 7.17 [No Waiver of Governmental
Immunity and Limitations on Liability]; and Section 7.18 [Limited Liability].
Section 7.16 Data Practices Act. Borrower acknowledges that all of the data created, collected,
received, stored, used, maintained, or disseminated by Borrower with regard to the performance of its duties
under this Agreement are subject to the requirements of Chapter 13, Minnesota Statutes.
Section 7.17 No Waiver of Governmental Immunity and Limitations on Liability. Nothing in
this Agreement shall in any way affect or impair the Authority’s immunity or the immunity of the
Authority’s employees, consultants and contractors, whether on account of official immunity, legislative
immunity, statutory immunity, discretionary immunity or otherwise. Nothing in this Agreement shall in
any way affect or impair the limitations on the Authority’s liability or the liability of the Authority’s
employees, consultants and independent contractors. By entering into this Agreement, the Authority does
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not waive any rights, protections, or limitations as provided under law and equity for the Authority, or of
their respective employees, consultants and contractors.
Section 7.18 Limited Liability. Notwithstanding anything to contrary provided in this
Agreement, it is specifically understood and agreed, such agreement being the primary consideration for
the execution of this Agreement by Borrower, that (a) there should be absolutely no personal liability on
the part of any director, officer, manager, member, employee or agent of Borrower or the Authority with
respect to any terms, covenants and conditions in this Agreement; (b) Borrower and the Authority waive
all claims, demands and causes of action against the other parties’ directors, officers, managers, members,
employees and agents in any Event of Default, by either party, as the case may be, of any of the terms,
covenants and conditions of this Agreement to be performed by either party; and (c) Borrower and the
Authority, as the case may be, shall look solely to the assets of the other party for the satisfaction of each
and every applicable remedy in the Event of Default by any party, as the case may be, of any of the terms,
covenants and conditions of this Agreement such exculpation of liability to be absolute and without any
exception whatsoever.
Section 7.19 Time is of the Essence. Time is of the essence of this Agreement and each and
every term and condition hereof; provided, however, that if any date herein set forth for the performance of
any obligations by Borrower or the Authority or for the delivery of any instrument or notice as herein
provided should not be on a business day, the compliance with such obligations or delivery shall be deemed
acceptable on the next following business day.
Section 7.20 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of such counterparts shall constitute one document.
To facilitate execution of this Agreement, the parties may execute and exchange signature pages via
DocuSign, Tagged Image File Format (“TIFF”) or via electronic mail (*.pdf or similar file types). The
parties further agree that counterparts of this Agreement may be signed electronically via Adobe Sign,
DocuSign protocol or another electronic platform. All such signatures may be used in the place of original
“wet ink” signatures to this Agreement and shall have the same legal effect as the physical delivery of an
original signature.
Section 7.21 Amendments. This Agreement shall not be amended unless in writing and
executed by the parties hereto..
Section 7.22 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.
Section 7.23 Binding Effect. This Agreement shall inure to the benefit of and shall be binding
upon the Authority and Borrower and their respective successors and assigns.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
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[Signature Page to Forgivable Loan Agreement (SPARC) (7235 France Avenue – NW Element)]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first above written.
Housing and Redevelopment Authority of Edina,
Minnesota
By: ______________________________
James B. Hovland, Chair
By: ______________________________
James Pierce, Secretary
Page 105 of 166
[Signature Page to Forgivable Loan Agreement (SPARC) (7235 France Avenue – NW Element)]
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EDINA ENCLAVE, LLC, a Delaware limited
liability company
By: __________________________________________
Name: Austin J. Morris
Its: Member
STATE OF _______________ )
) ss.
COUNTY OF _____________ )
The foregoing instrument was acknowledged before me this ___ day of _______________, 202___, by
Austin J. Morris, a Member of Edina Enclave, LLC, a Delaware limited liability company, on behalf of the
limited liability company.
_____________________________________________
Notary Public
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Exhibit A
Legal Description
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Exhibit B
Non-Exhaustive List of Qualified Costs
1. Architectural Design Fees
2. Structural Design Fees
3. Civil Engineering Design Fees
4. Landscaping Design Fees
5. MEP (Mechanical, Electrical, Plumbing) Design Fees
6. Environmental Assessment Worksheet Fees
7. Wind Study Analysis Fees
8. Geotechnical Soil Evaluation Fees
9. Environmental Site Assessment Fees (Phase I, Phase II, RAP/CCP, MPCA)
10. Demolition, Site Clean Up, Soil Corrections, Grading
11. Construction and/or Relocation of Utilities (Sanitary Sewer, Water, Storm Water, Electric,
Communications)
12. Other costs as approved by City Manager; provided, however, in no event shall any fees or
expenses paid to the City qualify as SPARC Fund Qualified Costs
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Exhibit C
Form of Note
No. R-1 $_____________
UNITED STATES OF AMERICA
STATE OF MINNESOTA
FORGIVABLE NOTE
FOR VALUE RECEIVED, the undersigned, Edina Enclave, LLC, a Delaware limited liability
company (“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 (the “Lender”), on or before May 1, 2032 (the “Maturity Date”, such date being the
Completion Deadline under the Loan Agreement), the sum of $_____________, or so much as is advanced
by Lender to, or for the benefit of, Borrower pursuant to that certain Forgivable Loan Agreement (Edina
SPARC Fund), dated of even date herewith, as the same may be amended from time to time (the “Loan
Agreement”), together with interest on the unpaid principal balance from time to time outstanding from the
date of this Forgivable Note (this “Note”). Terms used herein but not otherwise defined, shall have the
meaning attributed to them in the Loan Agreement.
1. This Note is subject to forgiveness by Lender subject to the terms and conditions
of the Loan Agreement. If, as of the Maturity Date, Lender has not issued a Certificate of
Forgiveness in accordance with the Loan Agreement, the unpaid principal balance of this Note,
together with any accrued but unpaid interest, shall be immediately due and payable in full on
the Maturity Date.
2. After maturity, whether by acceleration, the passage of time or otherwise, and
during the continuance of an Event of Default under the Loan Agreement, the outstanding
principal balance of this Note and accrued, unpaid interest shall bear interest at the rate which
is six percent (6.0%) per annum until paid in full. Interest shall be calculated based on the actual
number of days in a month over a year of 360 days.
3. All such interest and principal payments shall be made by Borrower in
immediately available funds and without notice, demand or offset. 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 Lender and mailed to Lender at the postal address within the United States
designated from time to time by Lender.
4. The principal balance of this Note may from time to time be prepaid, at the option
of Borrower, in whole or in part without penalty under this Note.
5. All payments and prepayments, at the option to Lender, shall be applied first to
any costs of collection, second to any late charges, third to accrued interest on this Note, and
lastly to principal.
6. The occurrence of an Event of Default, as defined in the Loan Agreement, shall
constitute an Event of Default hereunder (hereinafter referred to as an “Event of Default”).
Upon the occurrence of an Event of Default, Lender may take exercise all of its rights and
remedies under the Loan Agreement, including, without limitation, declaring the outstanding
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unpaid principal balance of this Note, the accrued and unpaid interest thereon, and all other
obligations of Borrower to Lender to be forthwith due and payable. Failure to exercise any right
or remedy provided for or referenced herein shall not constitute a waiver of the right to exercise
the same in connection with the applicable Event of Default or any subsequent Event of
Default.
7. Borrower and all others who may become liable for the payment of all or any part
of the debt under this Note do hereby severally waive presentment and demand for payment,
notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice
of protest and non-payment and all other notices of any kind. No release of any security for this
Note or extension of time for payment of this Note or any installment hereof, and no alteration,
amendment or waiver of any provision of this Note or the Loan Agreement made by agreement
between Lender or any other person shall release, modify, amend, waive, extend, change,
discharge, terminate or affect the liability of Borrower or any other person who may become
liable for the payment of all or any part of the debt under this Note or the Loan Agreement. No
notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower
or of the right of Lender to take further action without further notice or demand as provided for
in this Note or the Loan Agreement.
8. Borrower agrees that if, and as often as, this Note is placed in the hands of an
attorney for collection or to defend or enforce any of Lender’s rights hereunder or under the
Loan, Borrower will pay to Lender its attorneys’ fees and all court costs (including attorneys’
fees and court costs prior to trial, at trial and on appeal, or in any bankruptcy proceeding) and
other expenses incurred in connection therewith.
9. This Note shall be governed by and construed in accordance with the laws of the
State of Minnesota, without giving effect to the choice of law provisions thereof.
10. The authority for Lender to transfer or loan unobligated incremental property taxes
under the Act (as the same have been allocated to the SPARC Fund) expires on [December 31,
2026] (the “SPARC Expiration Date”) and all such transferred increments must be spent by
such SPARC Expiration Date. As such, as provided in the Loan Agreement (a) no
Disbursement Request may be submitted to the Authority later than [December 31, 2026] in
order for the Authority to make all Loan advances and pay the corresponding Qualified Costs
before the SPARC Expiration Date and (b) to minimize the amount of increment that Lender
would be require to “return” under the Act, if the Loan is not fully forgiven as provided in the
Loan Agreement, any amounts paid or repaid to Lender by Borrower shall be from sources of
funds of Borrower other than the loaned unobligated incremental property taxes from the
SPARC Fund.
IN WITNESS WHEREOF, Borrower has caused this Note to be executed by the manual signatures
of the ________________ of Borrower and has caused this Note to be dated as of _________________.
EDINA ENCLAVE, LLC,
a Delaware limited liability company
By:
Its:
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Exhibit D
Certificate of Forgiveness
WHEREAS, Edina Enclave, LLC, a Delaware limited liability company (the “Borrower”), is the
owner of property in the County of Hennepin and State of Minnesota described on Exhibit A hereto and
made a part hereof (the “Property”); and
WHEREAS, the Property (shown in Exhibit A) is subject to the provisions of a certain Forgivable
Loan Agreement (Edina SPARC Fund) (the “Agreement”), dated as of _______________, between
Borrower and the Housing and Redevelopment Authority of Edina, Minnesota (the “Authority”); and
WHEREAS, pursuant the Agreement, the Authority provided a Loan to Borrower evidenced by a
certain Note (as such terms are defined in the Agreement); and
WHEREAS, 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.
NOW, THEREFORE, it is hereby certified that all requirements of 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 Loan, and the Loan is hereby fully forgiven and satisfied.
Dated this ____ day of ____________, 20__.
Housing and Redevelopment Authority of
Edina, Minnesota
By: ___________________________________
Chair
By: ___________________________________
Secretary
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Exhibit A
Legal Description
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4923-4128-8278\2
FIRST AMENDMENT
to
Redevelopment Agreement
(7235 France Avenue – SW Element)
by and among
City of Edina, Minnesota,
Housing and Redevelopment Authority
of Edina, Minnesota,
and
Lifestyle Communities, LLC
Dated as of
August 19, 2025
THIS DOCUMENT WAS DRAFTED BY:
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, MN 55402-1498
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FIRST AMENDMENT TO
REDEVELOPMENT AGREEMENT
(7235 France Avenue – SW Element)
THIS FIRST AMENDMENT TO REDEVELOPMENT AGREEMENT (“Amendment”) is made
and entered into as of August 19, 2025 (the “First Amendment 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 Lifestyle Communities, LLC, a Minnesota limited liability company
(“Developer”).
RECITALS
A. The City, the Authority, and Developer are parties to a Redevelopment Agreement dated
November 19, 2024 (the “Existing Agreement”).
B. Upon the terms and conditions set forth in the Existing Agreement, the Authority agreed
to provide Developer with certain TIF Assistance in connection with Developer’s redevelopment of certain
property located within the City’s 72nd and France #3 Tax Increment Financing District, as such property
is more particularly described in the Existing Agreement.
C. As set forth in the Existing Agreement, in order for the Authority to provide Developer
with TIF Assistance, Developer must construct certain Minimum Improvements on or before corresponding
Completion dates and satisfy other conditions, all as set forth in the Existing Agreement.
D. It is not unusual for multi-phase redevelopment projects to encounter changes and delays
that reflect evolving conditions in the local, regional and national economy. It remains in the interest of the
City and Authority to consider reasonable changes to the Existing Agreement to allow the site to be
successfully redeveloped.
E. Due to current economic conditions, Developer was unable to meet the required
Completion date for the Real Estate Land Closing. The Developer has negotiated an extension of the Real
Estate Land Closing and requests that the schedule for the redevelopment contemplated under the Existing
Agreement be extended accordingly. Therefore, upon the terms and conditions set forth in this Amendment,
the Authority and the City have agreed to extend certain Completion dates by approximately nine (9)
months, and otherwise amend the Existing Agreement as set forth herein.
NOW, THEREFORE, in consideration of the promises and the mutual obligations of the parties
hereto, each of them does hereby covenant and agree with the other as follows:
1. Recitals; Definitions. The Recitals are true and correct statements of fact and are
incorporated into this Amendment by this reference, including the definitions set forth therein. Each
capitalized term used herein and the Recitals, unless otherwise defined, shall have the respective meaning
ascribed to such term in the Existing Agreement. The “Agreement” is the Existing Agreement as amended
by this Amendment.
2. Commencement and Completion of Minimum Improvements. Section 3.1.1 of the Existing
Agreement is hereby deleted in its entirety and replaced as set forth below in this Section 2.
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“3.1.1 Minimum Improvements Timeline. The timeline for the Commencement
and Completion of the Minimum Improvements is identified in this Section 3.1. Following
Commencement, construction or other activity must continue, without interruption, in a sequence
consistent with normal redevelopment and construction practices. Failure to meet any of the dates
identified as “No Later Than” shall be considered a Default, unless mutually determined to be the
result of Unavoidable Delay. The Commencement and Completion timeline for the Minimum
Improvements is as follow:”
Commencement Date Completion Date Description of Work Anticipated No Later Than Anticipated No Later Than
Real Estate Land
Closing N/A N/A 09/18/2025 03/15/2026
Demolition 06/01/2026 01/01/2027 08/01/2026 03/01/2027
Site Remediation 08/01/2026 02/01/2027 10/01/2026 12/01/2028
Site Preparation 10/01/2026 03/01/2027 12/01/2026 12/01/2028
Go-Ahead Letter N/A N/A 05/01/2027 12/01/2028
Foundation 03/01/2027 12/01/2028 N/A N/A
Shell and Base Interior
Construction 03/01/2027 12/01/2028 08/01/2029 02/01/2031
Certificate of
Occupancy (shell
building)
N/A N/A
07/01/2029 02/01/2031
3. Delegation of Certain Obligations to Master Developer. The following is hereby added to
the Existing Agreement as Section 3.9:
“3.9 Delegation of Certain Obligations to Master Developer. Notwithstanding any
provision to the contrary in the Agreement, Developer and Enclave shall each have the right, upon
the prior written consent of the Authority’s Executive Director, to delegate responsibility to
complete all Demolition, Site Remediation, and Site Preparation, including but not limited to rough
grading, soil correction and stabilization, utilities, curb and gutter, storm water system, internal
roadways, sidewalks and bicycle trails on to their respective Lot(s) (collectively, the “Delegated
Obligations”) to the other, such that either Developer or Enclave (as applicable, the “Master
Developer”) shall be responsible for performing all Delegated Obligations for the entire Project
Area. Developer shall provide written notice to the City and the Authority prior to any such
delegation including a description of which entity will be responsible for the work and the cost
distribution of the work performed by the Master Developer. Any delegation from Developer to
Enclave pursuant to this Section shall not relieve Developer of its obligations under the Agreement,
and Developer shall remain jointly and severally liable with Enclave for the full and timely
performance of the Delegated Obligations.”
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4. Creation of TIF District; Certification. Section 12.1 of the Existing Agreement is hereby
deleted in its entirety and replaced as set forth below in this Section 4. This amended Section 12.1 reflects
the amended Real Estate Land Closing date set forth above and is intended to provide a reliable stream of
Tax Increments.
“12.1 Creation of TIF District; Certification. The Authority and City have taken
all necessary actions to create and establish the TIF District as of the Effective Date. The TIF
District has been created and established as a “redevelopment” district under the TIF Act. The
Authority will cause the TIF District to be certified promptly following the Real Estate Land
Closing, such that Tax Increments will be become available in accordance with the TIF Plan.
Developer acknowledges and agrees that the Authority and the City may take appropriate steps to
modify the TIF District in the future, including, without limitation, incorporating additional land
into the TIF District or modifying the first collection year. Developer shall cooperate with the
Authority and the City with any such future modification, including to execute and deliver any
supplements or modifications to this Agreement that are reasonably required in connection
therewith, provided that no such modification or supplement shall (a) increase any obligation of
Developer hereunder or (b) adversely affect any right of or benefit of Developer hereunder.”
5. SPARC Fund Forgivable Loan. Section 12.9.1.1 of the Existing Agreement is hereby
deleted in its entirety and replaced as set forth below in this Section 5. This amended Section 12.9.1.1
reflects a recent change in state law governing unallocated Tax Increment funds.
“12.9.1.1. The Authority has elected to use the SPARC Fund to offset the principal
amount of the NW Element TIF Note, SW Element TIF Note and/or East Element Note by a
cumulative amount of the lesser of $1,500,000 (subject to adjustment as provided below) and the
amount of the SPARC Fund Qualified Costs (as defined below), by providing a forgivable loan
funded through the SPARC Fund (the “SPARC Forgivable Loan”) pursuant to the terms and
conditions of a loan agreement in substantially the form attached as Exhibit W to this Amendment
(the “SPARC Forgivable Loan Agreement”). All costs related to the Project that have been
expended by the Developer by December 1, 2026 (or, to the extent the current statutory deadline is
further extended as authorized by State law, to a date determined by the Authority), excluding land
acquisition, but including, without limitation, all Project costs shown on Exhibit B of the SPARC
Forgivable Loan Agreement attached hereto, shall be eligible for reimbursement from the SPARC
Fund under the terms and conditions of the SPARC Forgivable Loan Agreement (collectively,
“SPARC Fund Qualified Costs”). The Authority shall use good faith, commercially reasonable
efforts to notify Developer of its election to use SPARC Funds in an amount greater than
$1,500,000 prior to July 1, 2026 (or, to the extent the current statutory deadline is further extended
as authorized by State law, to a date determined by the Authority). Following such notice, the
Developer and the Authority shall use good faith efforts to meet and confer regarding the potential
use of additional SPARC Funds. On or before September 1, 2026 (or, to the extent the current
statutory deadline is further extended as authorized by State law, to a date determined by the
Authority), Developer and Enclave will notify the Authority of the amount of the SPARC
Forgivable Loan allocated to the NW Element, SW Element and East Element. Developer shall use
good faith, commercially reasonable efforts to expend the SPARC Fund Qualified Costs by
December 1, 2026 (or, to the extent the current statutory deadline is further extended as authorized
by State law, to a date determined by the Authority), but failure of Developer to do so shall not be
a Default under this Agreement. On or before December 15, 2026 (or, to the extent the current
statutory deadline is further extended as authorized by State law, to a date determined by the
Authority), Developer and the Authority shall execute the SPARC Fund Loan Agreement, in the
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principal amount, if any of the SPARC Fund Forgivable Loan is allocated to the SW Element, and
the SW Element TIF Note will be reduced by such amount.
6. Ratification. Except as specifically modified by this Amendment, the terms and provisions
of the Existing Agreement shall remain in full force and effect.
7. Binding Effect. This Amendment amends and supplements the Agreement. If there is a
conflict between the provisions of the Existing Agreement and this Amendment, the provisions of this
Amendment shall control. This Amendment shall be binding upon and inure to the benefit of the City, the
Authority, Developer, and their respective successors and assigns.
8. Counterparts. This Amendment may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and
the same instrument. Facsimile or email copies shall be deemed originals.
[Remainder of page intentionally left blank; signature pages follow]
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[Signature Page to First Amendment to Redevelopment Agreement (7235 France – SW Element)]
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IN WITNESS WHEREOF, the City, the Authority and Developer have caused this Amendment to
be duly executed in their names and on their behalf, all on or as of the date first above written.
CITY OF EDINA, MINNESOTA
By: _____________________________
James B. Hovland, Mayor
By: _____________________________
Scott H. Neal, City Manager
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ____ day of _______________, 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
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[Signature Page to First Amendment to Redevelopment Agreement (7235 France – SW Element)]
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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
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LIFESTYLE COMMUNITIES, LLC
a Minnesota limited liability company
By: ________________________________________
Name: ______________________________________
Its: _________________________________________
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ___ day of _______________, 2025,
by __________________, the _______________________ of LIFESTYLE COMMUNITIES, LLC, a
Minnesota limited liability company, on behalf of the limited liability company.
Notary Public
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EXHIBIT W
Form of SPARC Loan Agreement
Forgivable Loan Agreement
(Edina SPARC Fund – SW Element)
This Forgivable Loan Agreement (Edina SPARC Fund – SW Element) (this “Agreement”), made
and entered into as of this ____ day of ____________, between 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 Lifestyle Communities, LLC, a Minnesota limited liability company
(“Borrower”).
Recitals:
A. Borrower is the owner of that certain land located at located at 7235 France Avenue, Edina,
Minnesota, as legally described on Exhibit A (the “Project Area”).
B. Borrower, the Authority, and the City of Edina, Minnesota (the “City) are parties to that
certain Redevelopment Agreement (SW Element), dated ______________, 2024 (the “Redevelopment
Agreement”), pursuant to which the Authority and the City have agreed to provide certain financial support
to Borrower in connection with Borrower’s redevelopment of the Project Area by demolition of an existing
retail building and related parking and improvements located within the Project Area and the development
and construction of certain “Minimum Improvements” consisting generally of an 11-story (approximately
155-foot tall) mixed-use building containing approximately 43,714 square feet of mixed-use space,
approximately 49 age-restricted resident-owned units, approximately 7,046 square feet of retail
space and an approximately 280-stall parking garage, and certain related public improvements
(collectively, the “Project”).
C. Upon completion, the Project is anticipated to deliver many benefits to the general public.
In addition to the redevelopment of an underutilized building and long-term increase in the property tax
base, the Project will deliver additional public benefits including: creation of new affordable housing units,
stormwater improvements, environmental remediation, streetscape improvements, permanent sustainability
features and public parking. Upon completion, the Project will also enable several improvements to the
local transportation network including improvements for pedestrians, bicyclists, and motorists. These
improvements are intended to benefit the Project, the adjacent properties, the surrounding neighborhoods
and the general public who travel to and through this area.
D. Pursuant to the temporary authority for use of increment granted by Minnesota Statutes,
Section 469.176, subdivision 4(n) (the “Act”) on October 28, 2021, the Authority adopted, and on
November 16, 2021, the City approved a written spending plan (which may be amended from time to time)
for unobligated tax increment monies (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.
E. As set forth in the Redevelopment Agreement, pursuant to the Act and the Spending Plan,
and subject to the terms and conditions of this Agreement, the Authority, believing that the Project is in the
best interest of the City, desires to provide a forgivable loan of unobligated tax increment revenue to
Borrower from the SPARC Fund in the maximum principal amount of $________ (the “Loan”) to assist in
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financing the Project, such Loan being referred to in the Redevelopment Agreement as the “SPARC
Forgivable Loan”.
F. The SPARC Forgivable Loan will be used as a substitute for all or a portion of the SW
Element TIF Note anticipated to be issued in the Redevelopment Agreement.
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 I
RECITALS; EXHIBITS, DEFINITIONS
Section 1.01 Recitals. The foregoing Recitals are true and correct statements of fact and are
incorporated into this Agreement by this reference, including the definitions set forth therein.
Section 1.02 Exhibits. All Exhibits referred to in and attached to this Agreement upon execution
are incorporated in and form a part of this Agreement as if fully set forth herein.
Section 1.03 Definitions. Unless otherwise defined herein or unless context requires otherwise,
undefined terms used herein shall have the meanings set forth in the Redevelopment Agreement. All defined
terms may be used in the singular or the plural, as the context requires.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.01 Authority Representations. The Authority makes the following representations to
Borrower:
(a) The Authority is a public body corporate and politic and a governmental
subdivision of the state of Minnesota, duly organized and existing under State law and the Authority has
the authority to enter into this Agreement and carry out its obligations hereunder.
(b) The Authority has the power under applicable state law to enter into this
Agreement and carry out its obligations hereunder.
Section 2.02 Borrower Representations. Borrower makes the following representations to the
Authority:
(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) 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 Borrower is now a party or by which Borrower is bound.
(c) There is no legal or regulatory proceeding or investigation pending or, to
the knowledge of Borrower, threatened (or any basis therefor) against Borrower or the Project, which, when
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and however decided, could have a material adverse effect on the condition or business of Borrower or its
ability to perform its obligations under this Agreement.
(d) Borrower has no actual knowledge that any member of the Board of the
Authority, or any other officer of the Authority or the City has any direct or indirect financial interest in
Borrower, the Project Area, or the Project.
(e) Borrower would not undertake the Project without the financial assistance
to be provided by the Authority pursuant to this Agreement.
The foregoing representations and warranties, as well as the facts contained in the Recitals, shall be
continuing in nature and shall be true and correct as of the date made, at the date of the initial advance and
at the dates of all subsequent advances of the proceeds of the Loan.
ARTICLE III
SPARC FUND LOAN
Section 3.01 Loan for Qualified Costs. The Authority agrees to make the Loan to Borrower
subject to the following terms and conditions, and the other terms, conditions, and restrictions of this
Agreement:
(a) The maximum principal amount of the Loan will be $__________, which
represents the amount of Qualified Costs (defined below) that are anticipated to be expended by Borrower
on or before the Disbursement Request Deadline.
(b) The Loan funds may be used to pay for those costs incurred by
Borrower in connection with the Project that have been expended by the Developer by [December 1, 2026],
excluding land acquisition, but including, without limitation, all Project costs shown on Exhibit B attached
hereto (collectively, “Qualified Costs”).
(c) The Loan shall be evidenced by a note to be executed by Borrower and
delivered to the Authority, the form of which is attached hereto as Exhibit C (the “Note”).
(d) Upon the occurrence and during the continuance of an Event of Default,
the unpaid principal of the Loan shall bear interest at the rate described in the Note.
Section 3.02 Loan Disbursement; Disbursement Request.
(a) Promptly following receipt of the Go-Ahead Letter, the Authority will
deposit funds in the amount of the Loan with an escrow agent (to be mutually agreed upon by the Authority
and Borrower) (the “Escrow Agent”) to be disbursed to pay Qualified Costs pursuant to the terms of this
Agreement upon review and approval of disbursement requests as provided herein.
(b) Requests for disbursement of portions of the Loan shall be originated by
Borrower by delivering to the Authority and the Escrow Agent a disbursement request in the form
acceptable to the Escrow Agent and approved by the Authority (the “Disbursement Request”) in its
reasonable discretion. Within 10 working days after receipt of the Disbursement Request, the Authority
shall approve or disapprove the Disbursement Request, and if approved, shall forward the Disbursement
Request and a sufficient amount of the Loan to pay said Disbursement Request to Escrow Agent, subject
to the condition that, before disbursing such Loan advance, Escrow Agent must obtain partial and/or full
lien waivers, lien releases or lien satisfactions, in the customary form from the general contractor and all
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subcontractors and material suppliers with whom the general contractor has contracted with in connection
with the Qualified Costs of the Project. If the Escrow Agent is unable to obtain such waivers, releases and/or
satisfactions with respect to any Disbursement Request, the Authority shall be entitled, but not obligated,
to revoke its approval of such Disbursement Request. Borrower hereby agrees to indemnify, defend and
hold harmless the Authority and Escrow Agent from any and all claims, demands or costs associated with
the disbursement of the Loan, including reasonable attorney’s fees arising therefrom. The foregoing
notwithstanding, upon the consent of the Authority, which shall not be unreasonably withheld, conditioned
or delayed, the disbursement process set forth in this Section may be modified if required by the lender that
funds Borrower’s loan funding of construction of the Project (the “Borrower’s Lender”).
(c) No Disbursement Request may be submitted to the Authority later than
[December 1, 2026] (“Disbursement Request Deadline”) in order for the Authority to make all Loan
advances and pay the corresponding Qualified Costs before the SPARC Expiration Date (as defined below),
and, notwithstanding anything herein to the contrary, the Authority shall have no obligation to accept any
Disbursement Request or to make any Loan advances after the SPARC Expiration Date.
Section 3.03 Satisfaction of Conditions Precedent. Notwithstanding anything to the contrary
contained herein, the Authority’s obligation to advance any portion of the Loan shall be subject to
satisfaction, or waiver in writing by the Authority, of all of the following conditions precedent:
(a) Borrower shall have executed and delivered the Note to the Authority.
(b) There shall then be no uncured Event of Default and no act, event,
condition or omission shall have occurred which, with the giving of notice or lapse of time or both, would
constitute an Event of Default hereunder or under the Redevelopment Agreement, and the Authority shall
have received a certificate to that effect dated the date of each such advance and signed by Borrower.
(c) The representations of Borrower set forth in Section 2.02 shall continue
be true and correct in all material respects as of the date of such advance.
Section 3.04 Loan Forgiveness . So long there is then no uncured Event of Default, upon the
Authority’s issuance of the Certificate of Completion in accordance with the Redevelopment Agreement,
the Authority shall forgive the Loan by furnishing Borrower with a certification in the form attached hereto
in Exhibit D (the “Certificate of Forgiveness”) reasonably promptly after Borrower’s request. If the
Authority shall refuse or fail to provide a Certificate of Forgiveness within 30 days following Borrower’s
request, the Authority shall provide Borrower with a written statement specifying in what respects 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 Authority, for Borrower to obtain the Certificate of
Forgiveness.
Notwithstanding herein to the contrary, subject to Unavoidable Delays, in no event will the
Authority be obligated to forgive the Loan, if Borrower has not obtained the Certificate of Completion in
accordance with the Redevelopment Agreement by May 1, 2032 unless that date has been amended in the
Redevelopment Agreement (“Completion Deadline”).
Section 3.05 Nature of Edina SPARC Fund. The authority for the Authority to transfer or loan
unobligated incremental property taxes under the Act (as the same have been allocated to the SPARC Fund)
expires on [December 1, 2026] (the “SPARC Expiration Date”) and all such transferred increments must
be spent by such SPARC Expiration Date. As such, to minimize the amount of increment that the Authority
would be require to “return” under the Act, if the Loan is not fully forgiven as provided herein, any amounts
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paid or repaid to the Authority by Borrower shall be from sources of funds of Borrower other than the
loaned unobligated incremental property taxes from the SPARC Fund.
ARTICLE IV
DEFAULTS AND REMEDIES
Section 4.01 Borrower 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:
(a) Failure by Borrower to obtain the Certificate of Completion in accordance
with the Redevelopment Agreement by the Completion Deadline.
(b) Failure of Borrower to timely pay to the Authority any amounts required
to be paid by Borrower hereunder.
(c) Except as provided in Sections 4.01(a) through (b) hereof, failure by
Borrower to observe or perform any other covenant, condition, obligation or agreement on its part to be
observed or performed under this Agreement, and the continuation of such failure for a period of 30 days
after written notice of such failure from the Authority; provided, however, if any such failure reasonably
requires more than 30 days to cure, such failure shall not constitute an Event of Default, provided Borrower
promptly commenced such cure upon receipt by Borrower of the written notice of the default, and with due
diligence is thereafter continuously prosecutes such cure to completion and is completed within a
reasonable period of time, and provided that Borrower keeps the Authority informed at all times of its
progress in curing the default, provided that in no event shall such additional cure period for any default
extend beyond 90 days.
(d) The occurrence of an Event of Default under the Redevelopment
Agreement.
Section 4.02 Authority Remedies on Borrower Default. Upon the occurrence of an Event of
Default, the Authority may take any one or more of the following actions:
(a) Suspend its performance under this Agreement (including, without
limitation, refraining from making any Loan advance under this Agreement) until it receives assurances
from Borrower deemed reasonably adequate by the Authority, that Borrower will cure the Event of Default
and continue its performance under this Agreement, but Lender may make Loan advances after the
happening of any such event without hereby waiving the right to refrain from making other or further Loan
advances or to exercise any of the other rights Lender may have.
(b) In the case of a material default that is not cured within a reasonable period
of time, terminate all rights of Borrower under this Agreement.
(c) Withhold the Certificate of Completion under the Redevelopment
Agreement.
(d) Withhold the Certificate of Forgiveness.
(e) To declare the entire unpaid principal of the Loan and all accrued interest
thereon immediately due and payable without further notice.
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(f) Take whatever action at law or in equity may appear necessary or desirable
to the Authority to enforce performance and observance of any obligation, agreement, or covenant of
Borrower under this Agreement.
Section 4.03 Authority Default; Remedies Upon Authority Default. In the event the Authority
should fail to observe or perform any covenant, agreement or obligation of the Authority on its part to be
observed and performed under this Agreement and such failure continues for more than 30 days after written
notice by Borrower to the Authority of such failure, Borrower may take any one or more of the following
actions:
(a) Suspend its performance under this Agreement until it receives assurances
from the Authority deemed adequate by Borrower, that the Authority 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 Authority under this Agreement.
(c) Take whatever action at law or in equity may appear necessary or desirable
to Borrower to enforce performance and observance of any obligation, agreement, or covenant of the
Authority under this Agreement.
Section 4.04 No Remedy Exclusive. No remedy herein conferred upon or reserved to the
Authority, or to 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 Authority, 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.
Section 4.05 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.
Section 4.06 Agreement to Pay Costs and Attorneys’ Fees. Whenever any Event of Default
occurs and the non-defaulting party shall employ attorneys or incur any other costs or 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 defaulting party herein contained, the defaulting party agrees that
it shall, on demand therefor, pay to the Authority the reasonable fees of such attorneys and such other
expenses so incurred by the non-defaulting party, together with interest thereon at the rate of interest for
the Loan set forth in the Note.
ARTICLE V
INSURANCE; INDEMNIFICATION
Section 5.01 Insurance. Borrower will, at its expense, carry such type and amount of insurance
concerning the contents of the Project Area as is required under the Redevelopment Agreement.
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Section 5.02 Indemnification.
(a) Borrower releases and covenants and agrees that the Authority, and its
respective governing body members and elected officials, officers, employees, agents, independent
contractors and attorneys (collectively the “Indemnified Parties”), shall not be liable for and agrees to
indemnify, defend, and hold harmless the Indemnified Parties against any loss or damage to property or
any injury to or death of any person occurring at or about, or resulting from any defect in the Project
constructed by Borrower, except to the extent attributable to the negligence or intentional misconduct of
any Indemnified Party.
(b) Except to the extent of the negligence or intentional misconduct of any
Indemnified Party, Borrower shall indemnify and defend the Indemnified Parties, now and forever, and
further agrees to hold the aforesaid harmless from any claims, demands, suits, costs, expenses (including
reasonable attorney’s fees), actions or other proceedings whatsoever by any person or entity whatsoever
arising or purportedly arising from the actions or inactions of Borrower, or any of its owners, agents,
contractors, or employees, under this Agreement or the transactions contemplated hereby, including,
without limitation, the acquisition, construction, installation, ownership, and/or operation of the Project.
ARTICLE VI
PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
Section 6.01 Except as permitted under the Redevelopment Agreement, Borrower shall not sell,
assign, convey, lease or transfer in any other mode or manner any of its right, title, and interest in and to all
or any part of the Project Area or this Agreement without the express written approval of the Authority. For
avoidance of doubt, Borrower may assign this Agreement simultaneously with any assignment of the
Redevelopment Agreement and to the same assignee of the Redevelopment, subject to the same terms,
conditions, and requirements applicable to an assignment of the Redevelopment Agreement set forth in the
Redevelopment Agreement. In the absence of specific written agreement by the Authority to the contrary,
neither the transfer of the Project Area nor the assignment of this Agreement, or any portion thereof, prior
to the issuance of the Certificate of Forgiveness will relieve Borrower of its obligations under this
Agreement and the Note.
ARTICLE VII
ADDITIONAL PROVISIONS
Section 7.01 Term of Agreement. This Agreement shall terminate on the earlier of the date (a)
a Certificate of Forgiveness is provided to Borrower from the Authority, or (ii) the date this Agreement is
terminated or rescinded in accordance with its terms (the “Termination Date”).
Section 7.02 Damage or Destruction. Upon any damage or destruction of the Project Area, or
any portion thereof, by fire or other casualty, before the Termination Date, should Borrower commence or
cause to be commenced the process required to repair, reconstruct and restore the damaged or destroyed
Project Area, or portion thereof, the Authority shall continue to provide the Loan contemplated herein. If,
upon such damage or destruction of the Project Area, Borrower decides not to repair, reconstruct or restore
the damaged or destroyed Project Area, the Authority shall not be required to provide the Loan
contemplated herein.
Section 7.03 Equal Employment Opportunity. Borrower, for itself and its successors and
assigns, agrees that during the construction of the Project it will comply with any applicable affirmative
action and nondiscrimination laws or regulations.
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Section 7.04 Restrictions on Use. Borrower agrees for itself, and its successors and assigns, and
every successor in interest to the Project Area, or any part thereof, that Borrower, and such successors and
assigns, shall devote the Project Area to, and only to and in accordance with, the uses specified in this
Agreement and other agreements entered into between Borrower and the Authority, 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, and familial status in the sale, lease, or rental or
in the use or occupancy of the Project Area or any improvements erected or to be erected thereon, or any
part thereof.
Section 7.05 Legal and Administrative Expenses. Borrower agrees to pay all fees and expenses
incurred by the Authority in connection with review and analysis of the development proposed under this
Agreement and the negotiating, approval and documentation of this Agreement, but not limited to, attorney
and municipal advisor fees and expenses.
Section 7.06 Notices and Demands. Except as otherwise expressly provided in this Agreement,
a notice, demand or other communication under this Agreement by any party to any other shall be in writing
and shall be sufficiently given or delivered if it is dispatched by reputable overnight courier, sent registered
or certified mail, postage prepaid, return receipt requested, or delivered personally, and addressed to:
Borrower at: Lifestyle Communities, LLC
Attn: Ben Landhauser
4938 Lincoln Drive
Edina, Minnesota 55436
with a copy to: Winthrop & Weinstine, P.A.
Attn: Catherine L. Sjoberg
225 South Sixth Street, Suite 3500
Minneapolis, MN 55402
The Authority at: Housing and Redevelopment Authority of Edina, Minnesota
Attention: Executive Director
4801 West 50th Street
Edina, MN 55424
with a copy to: Dorsey & Whitney LLP
Attention: Jay R. Lindgren
50 South Sixth Street, Suite 1500
Minneapolis, MN 55402
or at such other address with respect to any such party as that party may, from time to time, designate in
writing and forward to the other, as provided in this section.
Section 7.07 Governing Law, Jurisdiction, Venue and Waiver of Trial by Jury. All matters,
whether sounding in tort or in contract, relating to the validity, construction, performance, or enforcement
of this Agreement shall be controlled by, interpreted and determined in accordance with the laws of the
state of Minnesota without regard to its conflict and choice of law provisions. Any litigation arising out of
this Agreement shall be venued exclusively in Hennepin County District Court, Fourth Judicial District,
state of Minnesota and shall not be removed therefrom to any other federal or state court. The Authority
and Borrower hereby consent to personal jurisdiction and venue in the foregoing court. The Authority and
Borrower hereby waive trial by jury for any litigation arising out of this Agreement.
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Section 7.08 Severability. If any term or provision of this Agreement is determined to be invalid
or unenforceable under applicable Law, the remainder of this Agreement shall not be affected thereby, and
each remaining term or provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by applicable Law.
Section 7.09 Consents and Approvals. Whenever the terms “consent,” “approve,” or “approval”
are used herein, they shall mean consent or approvals which shall not be unreasonably conditioned or
delayed, unless specifically provided otherwise. All consents or approvals must be delivered in writing in
order to be effective.
Section 7.10 Additional Documents. When reasonably requested to do so by another party, each
party shall execute or cause to be executed any further documents as may be reasonably necessary or
expedient and within their lawful obligation in order to consummate the transactions provided for in, and
to carry out the purpose and intent of, this Agreement.
Section 7.11 Limitation. All covenants, stipulations, promises, agreements and obligations of
the Authority or Borrower contained in this Agreement shall be deemed to be the covenants, stipulations,
promises, agreements and obligations of the Authority and Borrower, and not of any governing body
member, officer, agent, servant, manager or employee of the Authority or Borrower in the individual
capacity thereof.
Section 7.12 Authority Approval. Unless the Board, as applicable, determines otherwise in its
discretion, all approvals and other actions required of or taken by the Authority shall be effective upon
action by the Authorized Representative of the Authority, as applicable (or in either case his/her designee),
unless (a) this Agreement explicitly provides for approval by the Board of the Authority, (b) approval by
the Board is required by law or (c) the approval, in the opinion of the Executive Director, would result in a
material change in the terms of this Agreement.
Section 7.13 Superseding Effect. This Agreement reflects the entire agreement of the parties
with respect to the items covered by this Agreement, and supersedes in all respects all prior agreements of
the parties, whether written or otherwise, with respect to the items covered by this Agreement.
Section 7.14 Relationship of Parties. Nothing in this Agreement is intended, or shall be
construed, to create a partnership or joint venture among or between the parties hereto, and the rights and
remedies of the parties hereto shall be strictly as set forth in this Agreement.
Section 7.15 Survival of Terms. The following Sections will survive the expiration or earlier
termination of this Agreement: Section 4.02 through 4.06 [Remedies on Default, etc.] to the extent of any
Event of Default arising prior to such termination or expiration; Section 5.01 [Insurance]; Section 5.02
[Indemnification]; Section 7.06 [Notices and Demands]; Section 7.07 [Governing Law, Jurisdiction, Venue
and Waiver of Trial by Jury]; Section 7.11 [Limitation]; Section 7.17 [No Waiver of Governmental
Immunity and Limitations on Liability]; and Section 7.18 [Limited Liability].
Section 7.16 Data Practices Act. Borrower acknowledges that all of the data created, collected,
received, stored, used, maintained, or disseminated by Borrower with regard to the performance of its duties
under this Agreement are subject to the requirements of Chapter 13, Minnesota Statutes.
Section 7.17 No Waiver of Governmental Immunity and Limitations on Liability. Nothing in
this Agreement shall in any way affect or impair the Authority’s immunity or the immunity of the
Authority’s employees, consultants and contractors, whether on account of official immunity, legislative
immunity, statutory immunity, discretionary immunity or otherwise. Nothing in this Agreement shall in
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any way affect or impair the limitations on the Authority’s liability or the liability of the Authority’s
employees, consultants and independent contractors. By entering into this Agreement, the Authority does
not waive any rights, protections, or limitations as provided under law and equity for the Authority, or of
their respective employees, consultants and contractors.
Section 7.18 Limited Liability. Notwithstanding anything to contrary provided in this
Agreement, it is specifically understood and agreed, such agreement being the primary consideration for
the execution of this Agreement by Borrower, that (a) there should be absolutely no personal liability on
the part of any director, officer, manager, member, employee or agent of Borrower or the Authority with
respect to any terms, covenants and conditions in this Agreement; (b) Borrower and the Authority waive
all claims, demands and causes of action against the other parties’ directors, officers, managers, members,
employees and agents in any Event of Default, by either party, as the case may be, of any of the terms,
covenants and conditions of this Agreement to be performed by either party; and (c) Borrower and the
Authority, as the case may be, shall look solely to the assets of the other party for the satisfaction of each
and every applicable remedy in the Event of Default by any party, as the case may be, of any of the terms,
covenants and conditions of this Agreement such exculpation of liability to be absolute and without any
exception whatsoever.
Section 7.19 Time is of the Essence. Time is of the essence of this Agreement and each and
every term and condition hereof; provided, however, that if any date herein set forth for the performance of
any obligations by Borrower or the Authority or for the delivery of any instrument or notice as herein
provided should not be on a business day, the compliance with such obligations or delivery shall be deemed
acceptable on the next following business day.
Section 7.20 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of such counterparts shall constitute one document.
To facilitate execution of this Agreement, the parties may execute and exchange signature pages via
DocuSign, Tagged Image File Format (“TIFF”) or via electronic mail (*.pdf or similar file types). The
parties further agree that counterparts of this Agreement may be signed electronically via Adobe Sign,
DocuSign protocol or another electronic platform. All such signatures may be used in the place of original
“wet ink” signatures to this Agreement and shall have the same legal effect as the physical delivery of an
original signature.
Section 7.21 Amendments. This Agreement shall not be amended unless in writing and
executed by the parties hereto..
Section 7.22 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.
Section 7.23 Binding Effect. This Agreement shall inure to the benefit of and shall be binding
upon the Authority and Borrower and their respective successors and assigns.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
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[Signature Page to Forgivable Loan Agreement (SPARC) (7235 France Avenue – SW Element)]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first above written.
Housing and Redevelopment Authority of Edina,
Minnesota
By: ______________________________
James B. Hovland, Chair
By: ______________________________
James Pierce, Secretary
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[Signature Page to Forgivable Loan Agreement (SPARC) (7235 France Avenue – SW Element)]
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LIFESTYLE COMMUNITIES, LLC, a Minnesota
limited liability company
By: __________________________________________
Name: _______________________________________
Its: _________________________________________
STATE OF _______________ )
) ss.
COUNTY OF _____________ )
The foregoing instrument was acknowledged before me this ___ day of _______________, 202___, by
, a of Lifestyle Communities, LLC, a Minnesota limited liability company, on behalf of the
limited liability company.
_____________________________________________
Notary Public
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Exhibit A
Legal Description
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Exhibit B
Non-Exhaustive List of Qualified Costs
1. Architectural Design Fees
2. Structural Design Fees
3. Civil Engineering Design Fees
4. Landscaping Design Fees
5. MEP (Mechanical, Electrical, Plumbing) Design Fees
6. Environmental Assessment Worksheet Fees
7. Wind Study Analysis Fees
8. Geotechnical Soil Evaluation Fees
9. Environmental Site Assessment Fees (Phase I, Phase II, RAP/CCP, MPCA)
10. Demolition, Site Clean Up, Soil Corrections, Grading
11. Construction and/or Relocation of Utilities (Sanitary Sewer, Water, Storm Water, Electric,
Communications)
12. Other costs as approved by City Manager; provided, however, in no event shall any fees or
expenses paid to the City qualify as SPARC Fund Qualified Costs
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Exhibit C
Form of Note
No. R-1 $_____________
UNITED STATES OF AMERICA
STATE OF MINNESOTA
FORGIVABLE NOTE
FOR VALUE RECEIVED, the undersigned, Lifestyle Communities, LLC, a Minnesota limited
liability company (“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 (the “Lender”), on or before May 1, 2032 (the “Maturity Date”, such date being
the Completion Deadline under the Loan Agreement), the sum of $_____________, or so much as is
advanced by Lender to, or for the benefit of, Borrower pursuant to that certain Forgivable Loan Agreement
(Edina SPARC Fund), dated of even date herewith, as the same may be amended from time to time (the
“Loan Agreement”), together with interest on the unpaid principal balance from time to time outstanding
from the date of this Forgivable Note (this “Note”). Terms used herein but not otherwise defined, shall have
the meaning attributed to them in the Loan Agreement.
1. This Note is subject to forgiveness by Lender subject to the terms and conditions
of the Loan Agreement. If, as of the Maturity Date, Lender has not issued a Certificate of
Forgiveness in accordance with the Loan Agreement, the unpaid principal balance of this Note,
together with any accrued but unpaid interest, shall be immediately due and payable in full on
the Maturity Date.
2. After maturity, whether by acceleration, the passage of time or otherwise, and
during the continuance of an Event of Default under the Loan Agreement, the outstanding
principal balance of this Note and accrued, unpaid interest shall bear interest at the rate which
is six percent (6.0%) per annum until paid in full. Interest shall be calculated based on the actual
number of days in a month over a year of 360 days.
3. All such interest and principal payments shall be made by Borrower in
immediately available funds and without notice, demand or offset. 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 Lender and mailed to Lender at the postal address within the United States
designated from time to time by Lender.
4. The principal balance of this Note may from time to time be prepaid, at the option
of Borrower, in whole or in part without penalty under this Note.
5. All payments and prepayments, at the option to Lender, shall be applied first to
any costs of collection, second to any late charges, third to accrued interest on this Note, and
lastly to principal.
6. The occurrence of an Event of Default, as defined in the Loan Agreement, shall
constitute an Event of Default hereunder (hereinafter referred to as an “Event of Default”).
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Upon the occurrence of an Event of Default, Lender may take exercise all of its rights and
remedies under the Loan Agreement, including, without limitation, declaring the outstanding
unpaid principal balance of this Note, the accrued and unpaid interest thereon, and all other
obligations of Borrower to Lender to be forthwith due and payable. Failure to exercise any right
or remedy provided for or referenced herein shall not constitute a waiver of the right to exercise
the same in connection with the applicable Event of Default or any subsequent Event of
Default.
7. Borrower and all others who may become liable for the payment of all or any part
of the debt under this Note do hereby severally waive presentment and demand for payment,
notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice
of protest and non-payment and all other notices of any kind. No release of any security for this
Note or extension of time for payment of this Note or any installment hereof, and no alteration,
amendment or waiver of any provision of this Note or the Loan Agreement made by agreement
between Lender or any other person shall release, modify, amend, waive, extend, change,
discharge, terminate or affect the liability of Borrower or any other person who may become
liable for the payment of all or any part of the debt under this Note or the Loan Agreement. No
notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower
or of the right of Lender to take further action without further notice or demand as provided for
in this Note or the Loan Agreement.
8. Borrower agrees that if, and as often as, this Note is placed in the hands of an
attorney for collection or to defend or enforce any of Lender’s rights hereunder or under the
Loan, Borrower will pay to Lender its attorneys’ fees and all court costs (including attorneys’
fees and court costs prior to trial, at trial and on appeal, or in any bankruptcy proceeding) and
other expenses incurred in connection therewith.
9. This Note shall be governed by and construed in accordance with the laws of the
State of Minnesota, without giving effect to the choice of law provisions thereof.
10. The authority for Lender to transfer or loan unobligated incremental property taxes
under the Act (as the same have been allocated to the SPARC Fund) expires on [December 31,
2026] (the “SPARC Expiration Date”) and all such transferred increments must be spent by
such SPARC Expiration Date. As such, as provided in the Loan Agreement (a) no
Disbursement Request may be submitted to the Authority later than [December 31, 2026] in
order for the Authority to make all Loan advances and pay the corresponding Qualified Costs
before the SPARC Expiration Date and (b) to minimize the amount of increment that Lender
would be require to “return” under the Act, if the Loan is not fully forgiven as provided in the
Loan Agreement, any amounts paid or repaid to Lender by Borrower shall be from sources of
funds of Borrower other than the loaned unobligated incremental property taxes from the
SPARC Fund.
IN WITNESS WHEREOF, Borrower has caused this Note to be executed by the manual signatures
of the ________________ of Borrower and has caused this Note to be dated as of _________________.
LIFESTYLE COMMUNITIES, LLC,
a Minnesota limited liability company
By:
Its:
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Exhibit D
Certificate of Forgiveness
WHEREAS, Lifestyle Communities, LLC, a Minnesota limited liability company (the
“Borrower”), is the owner of property in the County of Hennepin and State of Minnesota described on
Exhibit A hereto and made a part hereof (the “Property”); and
WHEREAS, the Property (shown in Exhibit A) is subject to the provisions of a certain Forgivable
Loan Agreement (Edina SPARC Fund) (the “Agreement”), dated as of _______________, between
Borrower and the Housing and Redevelopment Authority of Edina, Minnesota (the “Authority”); and
WHEREAS, pursuant the Agreement, the Authority provided a Loan to Borrower evidenced by a
certain Note (as such terms are defined in the Agreement); and
WHEREAS, 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.
NOW, THEREFORE, it is hereby certified that all requirements of 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 Loan, and the Loan is hereby fully forgiven and satisfied.
Dated this ____ day of ____________, 20__.
Housing and Redevelopment Authority of
Edina, Minnesota
By: ___________________________________
Chair
By: ___________________________________
Secretary
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Exhibit A
Legal Description
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4904-8360-4822\1
FIRST AMENDMENT
to
Redevelopment Agreement
(7235 France Avenue – East Element)
by and among
City of Edina, Minnesota,
Housing and Redevelopment Authority
of Edina, Minnesota,
and
Edina Enclave, LLC
Dated as of
August 19, 2025
THIS DOCUMENT WAS DRAFTED BY:
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, MN 55402-1498
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FIRST AMENDMENT TO
REDEVELOPMENT AGREEMENT
(7235 France Avenue – East Element)
THIS FIRST AMENDMENT TO REDEVELOPMENT AGREEMENT (“Amendment”) is made
and entered into as of August 19, 2025 (the “First Amendment 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 Edina Enclave, LLC, a Delaware limited liability company
(“Developer”).
RECITALS
A. The City, the Authority, and Developer are parties to a Redevelopment Agreement dated
November 19, 2024 (the “Existing Agreement”).
B. Upon the terms and conditions set forth in the Existing Agreement, the Authority agreed
to provide Developer with certain TIF Assistance in connection with Developer’s redevelopment of certain
property located within the City’s 72nd and France #3 Tax Increment Financing District, as such property
is more particularly described in the Existing Agreement.
C. As set forth in the Existing Agreement, in order for the Authority to provide Developer
with TIF Assistance, Developer must construct certain Minimum Improvements on or before corresponding
Completion dates and satisfy other conditions, all as set forth in the Existing Agreement.
D. It is not unusual for multi-phase redevelopment projects to encounter changes and delays
that reflect evolving conditions in the local, regional and national economy. It remains in the interest of the
City and Authority to consider reasonable changes to the Existing Agreement to allow the site to be
successfully redeveloped.
E. Due to current economic conditions, Developer was unable to meet the required
Completion date for the Real Estate Land Closing. The Developer has negotiated an extension of the Real
Estate Land Closing and requests that the schedule for the redevelopment contemplated under the Existing
Agreement be extended accordingly. Therefore, upon the terms and conditions set forth in this Amendment,
the Authority and the City have agreed to extend certain Completion dates by approximately nine (9)
months, and otherwise amend the Existing Agreement as set forth herein.
NOW, THEREFORE, in consideration of the promises and the mutual obligations of the parties
hereto, each of them does hereby covenant and agree with the other as follows:
1. Recitals; Definitions. The Recitals are true and correct statements of fact and are
incorporated into this Amendment by this reference, including the definitions set forth therein. Each
capitalized term used herein and the Recitals, unless otherwise defined, shall have the respective meaning
ascribed to such term in the Existing Agreement. The “Agreement” is the Existing Agreement as amended
by this Amendment.
2. Commencement and Completion of Minimum Improvements. Section 3.1.1 of the Existing
Agreement is hereby deleted in its entirety and replaced as set forth below in this Section 2.
“3.1.1 Minimum Improvements Timeline. The timeline for the Commencement
and Completion of the Minimum Improvements is identified in this Section 3.1. Following
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Commencement, construction or other activity must continue, without interruption, in a sequence
consistent with normal redevelopment and construction practices. Failure to meet any of the dates
identified as “No Later Than” shall be considered a Default, unless mutually determined to be the
result of Unavoidable Delay. The Commencement and Completion timeline for the Minimum
Improvements is as follow:”
Commencement Date Completion Date Description of Work Anticipated No Later Than Anticipated No Later Than
Real Estate Land
Closing N/A N/A 09/18/2025 03/15/2026
Site Preparation 10/01/2026 03/01/2027 12/01/2026 12/01/2028
Go-Ahead Letter N/A N/A 05/01/2027 12/01/2028
Foundation 03/01/2027 12/01/2028 N/A N/A
Shell and Base Interior
Construction 03/01/2027 12/01/2028 08/01/2029 02/01/2031
Certificate of
Occupancy (shell
building)
N/A N/A
07/01/2029 02/01/2031
3. Delegation of Certain Obligations to Master Developer. The following is hereby amended
added to the Existing Agreement as Section 3.9:
“3.9 Delegation of Certain Obligations to Master Developer. Notwithstanding any
provision to the contrary in the Agreement, Developer and Lifestyle shall each have the
right, upon the prior written consent of the Authority’s Executive Director, to delegate
responsibility to complete all Demolition, Site Remediation, and Site Preparation,
including but not limited to rough grading, soil correction and stabilization, utilities, curb
and gutter, storm water system, internal roadways, sidewalks and bicycle trails on to their
respective Lot(s) (collectively, the “Delegated Obligations”) to the other, such that either
Developer or Lifestyle shall be responsible for performing all Delegated Obligations for
the entire Project Area. Developer shall provide written notice to the City and the Authority
prior to any such delegation including a description of which entity will be responsible for
the work and the cost distribution of the work performed by the Master Developer. Any
delegation from Developer to Lifestyle pursuant to this Section shall not relieve Developer
of its obligations under the Agreement, and Developer shall remain jointly and severally
liable with Lifestyle for the full and timely performance of the Delegated Obligations.”
4. Creation of TIF District; Certification. Section 12.1 of the Existing Agreement is hereby
deleted in its entirety and replaced as set forth below in this Section 4. This amended Section 12.1 reflects
the amended Real Estate Land Closing date set forth above and is intended to provide a reliable stream of
Tax Increments.
“12.1 Creation of TIF District; Certification. The Authority and City have taken
all necessary actions to create and establish the TIF District as of the Effective Date. The TIF
District has been created and established as a “redevelopment” district under the TIF Act. The
Authority will cause the TIF District to be certified promptly following the Real Estate Land
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Closing, such that Tax Increments will be become available in accordance with the TIF Plan.
Developer acknowledges and agrees that the Authority and the City may take appropriate steps to
modify the TIF District in the future, including, without limitation, incorporating additional land
into the TIF District or modifying the first collection year. Developer shall cooperate with the
Authority and the City with any such future modification, including to execute and deliver any
supplements or modifications to this Agreement that are reasonably required in connection
therewith, provided that no such modification or supplement shall (a) increase any obligation of
Developer hereunder or (b) adversely affect any right of or benefit of Developer hereunder.”
5. SPARC Fund Forgivable Loan. Section 12.9.1.1 of the Existing Agreement is hereby
deleted in its entirety and replaced as set forth below in this Section 5. This amended Section 12.9.1.1
reflects a recent change in state law governing unallocated Tax Increment funds.
“12.9.1.1. The Authority has elected to use the SPARC Fund to offset the principal
amount of the NW Element TIF Note, SW Element TIF Note and/or East Element Note by a
cumulative amount of the lesser of $1,500,000 (subject to adjustment as provided below) and the
amount of the SPARC Fund Qualified Costs (as defined below), by providing a forgivable loan
funded through the SPARC Fund (the “SPARC Forgivable Loan”) pursuant to the terms and
conditions of a loan agreement in substantially the form attached as Exhibit W to this Amendment
(the “SPARC Forgivable Loan Agreement”). All costs related to the Project that have been
expended by the Developer by December 1, 2026 (or, to the extent the current statutory deadline is
further extended as authorized by State law, to a date determined by the Authority), excluding land
acquisition, but including, without limitation, all Project costs shown on Exhibit B of the SPARC
Forgivable Loan Agreement attached hereto, shall be eligible for reimbursement from the SPARC
Fund under the terms and conditions of the SPARC Forgivable Loan Agreement (collectively,
“SPARC Fund Qualified Costs”). The Authority shall use good faith, commercially reasonable
efforts to notify Developer of its election to use SPARC Funds in an amount greater than
$1,500,000 prior to July 1, 2026 (or, to the extent the current statutory deadline is further extended
as authorized by State law, to a date determined by the Authority). Following such notice, the
Developer and the Authority shall use good faith efforts to meet and confer regarding the potential
use of additional SPARC Funds. On or before September 1, 2026 (or, to the extent the current
statutory deadline is further extended as authorized by State law, to a date determined by the
Authority), Developer and Lifestyle will notify the Authority of the amount of the SPARC
Forgivable Loan allocated to the NW Element, SW Element and East Element. Developer shall use
good faith, commercially reasonable efforts to expend the SPARC Fund Qualified Costs by
December 1, 2026 (or, to the extent the current statutory deadline is further extended as authorized
by State law, to a date determined by the Authority), but failure of Developer to do so shall not be
a Default under this Agreement. On or before December 15, 2026 (or, to the extent the current
statutory deadline is further extended as authorized by State law, to a date determined by the
Authority), Developer and the Authority shall execute the SPARC Fund Loan Agreement, in the
principal amount, if any of the SPARC Fund Forgivable Loan is allocated to the East Element, and
the East Element TIF Note will be reduced by such amount.
6. Ratification. Except as specifically modified by this Amendment, the terms and provisions
of the Existing Agreement shall remain in full force and effect.
7. Binding Effect. This Amendment amends and supplements the Agreement. If there is a
conflict between the provisions of the Existing Agreement and this Amendment, the provisions of this
Amendment shall control. This Amendment shall be binding upon and inure to the benefit of the City, the
Authority, Developer, and their respective successors and assigns.
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8. Counterparts. This Amendment may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and
the same instrument. Facsimile or email copies shall be deemed originals.
[Remainder of page intentionally left blank; signature pages follow]
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[Signature Page to First Amendment to Redevelopment Agreement (7235 France – East Element)]
4904-8360-4822\1
IN WITNESS WHEREOF, the City, the Authority and Developer have caused this Amendment to
be duly executed in their names and on their behalf, all on or as of the date first above written.
CITY OF EDINA, MINNESOTA
By: _____________________________
James B. Hovland, Mayor
By: _____________________________
Scott H. Neal, City Manager
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ____ day of _______________, 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
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[Signature Page to First Amendment to Redevelopment Agreement (7235 France – East Element)]
4904-8360-4822\1
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
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[Signature Page to First Amendment to Redevelopment Agreement (7235 France – East Element)]
4904-8360-4822\1
EDINA ENCLAVE, LLC
a Delaware limited liability company
By: ________________________________________
Name: ______________________________________
Its: _________________________________________
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ___ day of _______________, 2025,
by __________________, the _______________________ of EDINA ENCLAVE, LLC, a Delaware
limited liability company, on behalf of the limited liability company.
Notary Public
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EXHIBIT W
Form of SPARC Loan Agreement
Forgivable Loan Agreement
(Edina SPARC Fund – East Element)
This Forgivable Loan Agreement (Edina SPARC Fund – East Element) (this “Agreement”), made
and entered into as of this ____ day of ____________, between 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 Edina Enclave, LLC, a Delaware limited liability company
(“Borrower”).
Recitals:
A. Borrower is the owner of that certain land located at located at 7235 France Avenue, Edina,
Minnesota, as legally described on Exhibit A (the “Project Area”).
B. Borrower, the Authority, and the City of Edina, Minnesota (the “City) are parties to that
certain Redevelopment Agreement (East Element), dated ______________, 2024 (the “Redevelopment
Agreement”), pursuant to which the Authority and the City have agreed to provide certain financial support
to Borrower in connection with Borrower’s redevelopment of the Project Area by demolition of an existing
retail building and related parking and improvements located within the Project Area and the development
and construction of certain “Minimum Improvements” consisting generally of a 7-story (approximately
82-foot tall) apartment building with 223 units and an approximately 346-stall parking garage
including approximately 41 public parking stalls and a 7-story (approximately 82-foot tall)
apartment with 176 units and approximately 4,100 square feet of retail/restaurant space and an
approximately 380-stall parking garage including approximately 42 public parking stalls, and
certain related public improvements (collectively, the “Project”).
C. Upon completion, the Project is anticipated to deliver many benefits to the general public.
In addition to the redevelopment of an underutilized building and long-term increase in the property tax
base, the Project will deliver additional public benefits including: creation of new affordable housing units,
stormwater improvements, environmental remediation, streetscape improvements, permanent sustainability
features and public parking. Upon completion, the Project will also enable several improvements to the
local transportation network including improvements for pedestrians, bicyclists, and motorists. These
improvements are intended to benefit the Project, the adjacent properties, the surrounding neighborhoods
and the general public who travel to and through this area.
D. Pursuant to the temporary authority for use of increment granted by Minnesota Statutes,
Section 469.176, subdivision 4(n) (the “Act”) on October 28, 2021, the Authority adopted, and on
November 16, 2021, the City approved a written spending plan (which may be amended from time to time)
for unobligated tax increment monies (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.
E. As set forth in the Redevelopment Agreement, pursuant to the Act and the Spending Plan,
and subject to the terms and conditions of this Agreement, the Authority, believing that the Project is in the
best interest of the City, desires to provide a forgivable loan of unobligated tax increment revenue to
Borrower from the SPARC Fund in the maximum principal amount of $________ (the “Loan”) to assist in
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financing the Project, such Loan being referred to in the Redevelopment Agreement as the “SPARC
Forgivable Loan”.
F. The SPARC Forgivable Loan will be used as a substitute for all or a portion of the East
Element TIF Note anticipated to be issued in the Redevelopment Agreement.
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 I
RECITALS; EXHIBITS, DEFINITIONS
Section 1.01 Recitals. The foregoing Recitals are true and correct statements of fact and are
incorporated into this Agreement by this reference, including the definitions set forth therein.
Section 1.02 Exhibits. All Exhibits referred to in and attached to this Agreement upon execution
are incorporated in and form a part of this Agreement as if fully set forth herein.
Section 1.03 Definitions. Unless otherwise defined herein or unless context requires otherwise,
undefined terms used herein shall have the meanings set forth in the Redevelopment Agreement. All defined
terms may be used in the singular or the plural, as the context requires.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.01 Authority Representations. The Authority makes the following representations to
Borrower:
(a) The Authority is a public body corporate and politic and a governmental
subdivision of the state of Minnesota, duly organized and existing under State law and the Authority has
the authority to enter into this Agreement and carry out its obligations hereunder.
(b) The Authority has the power under applicable state law to enter into this
Agreement and carry out its obligations hereunder.
Section 2.02 Borrower Representations. Borrower makes the following representations to the
Authority:
(a) Borrower is a limited liability company under the laws of the State of
Delaware 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) 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 Borrower is now a party or by which Borrower is bound.
(c) There is no legal or regulatory proceeding or investigation pending or, to
the knowledge of Borrower, threatened (or any basis therefor) against Borrower or the Project, which, when
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and however decided, could have a material adverse effect on the condition or business of Borrower or its
ability to perform its obligations under this Agreement.
(d) Borrower has no actual knowledge that any member of the Board of the
Authority, or any other officer of the Authority or the City has any direct or indirect financial interest in
Borrower, the Project Area, or the Project.
(e) Borrower would not undertake the Project without the financial assistance
to be provided by the Authority pursuant to this Agreement.
The foregoing representations and warranties, as well as the facts contained in the Recitals, shall be
continuing in nature and shall be true and correct as of the date made, at the date of the initial advance and
at the dates of all subsequent advances of the proceeds of the Loan.
ARTICLE III
SPARC FUND LOAN
Section 3.01 Loan for Qualified Costs. The Authority agrees to make the Loan to Borrower
subject to the following terms and conditions, and the other terms, conditions, and restrictions of this
Agreement:
(a) The maximum principal amount of the Loan will be $__________, which
represents the amount of Qualified Costs (defined below) that are anticipated to be expended by Borrower
on or before the Disbursement Request Deadline.
(b) The Loan funds may be used to pay for those costs incurred by
Borrower in connection with the Project that have been expended by the Developer by [December 1, 2026],
excluding land acquisition, but including, without limitation, all Project costs shown on Exhibit B attached
hereto (collectively, “Qualified Costs”).
(c) The Loan shall be evidenced by a note to be executed by Borrower and
delivered to the Authority, the form of which is attached hereto as Exhibit C (the “Note”).
(d) Upon the occurrence and during the continuance of an Event of Default,
the unpaid principal of the Loan shall bear interest at the rate described in the Note.
Section 3.02 Loan Disbursement; Disbursement Request.
(a) Promptly following receipt of the Go-Ahead Letter, the Authority will
deposit funds in the amount of the Loan with an escrow agent (to be mutually agreed upon by the Authority
and Borrower) (the “Escrow Agent”) to be disbursed to pay Qualified Costs pursuant to the terms of this
Agreement upon review and approval of disbursement requests as provided herein.
(b) Requests for disbursement of portions of the Loan shall be originated by
Borrower by delivering to the Authority and the Escrow Agent a disbursement request in the form
acceptable to the Escrow Agent and approved by the Authority (the “Disbursement Request”) in its
reasonable discretion. Within 10 working days after receipt of the Disbursement Request, the Authority
shall approve or disapprove the Disbursement Request, and if approved, shall forward the Disbursement
Request and a sufficient amount of the Loan to pay said Disbursement Request to Escrow Agent, subject
to the condition that, before disbursing such Loan advance, Escrow Agent must obtain partial and/or full
lien waivers, lien releases or lien satisfactions, in the customary form from the general contractor and all
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subcontractors and material suppliers with whom the general contractor has contracted with in connection
with the Qualified Costs of the Project. If the Escrow Agent is unable to obtain such waivers, releases and/or
satisfactions with respect to any Disbursement Request, the Authority shall be entitled, but not obligated,
to revoke its approval of such Disbursement Request. Borrower hereby agrees to indemnify, defend and
hold harmless the Authority and Escrow Agent from any and all claims, demands or costs associated with
the disbursement of the Loan, including reasonable attorney’s fees arising therefrom. The foregoing
notwithstanding, upon the consent of the Authority, which shall not be unreasonably withheld, conditioned
or delayed, the disbursement process set forth in this Section may be modified if required by the lender that
funds Borrower’s loan funding of construction of the Project (the “Borrower’s Lender”).
(c) No Disbursement Request may be submitted to the Authority later than
[December 1, 2026] (“Disbursement Request Deadline”) in order for the Authority to make all Loan
advances and pay the corresponding Qualified Costs before the SPARC Expiration Date (as defined below),
and, notwithstanding anything herein to the contrary, the Authority shall have no obligation to accept any
Disbursement Request or to make any Loan advances after the SPARC Expiration Date.
Section 3.03 Satisfaction of Conditions Precedent. Notwithstanding anything to the contrary
contained herein, the Authority’s obligation to advance any portion of the Loan shall be subject to
satisfaction, or waiver in writing by the Authority, of all of the following conditions precedent:
(a) Borrower shall have executed and delivered the Note to the Authority.
(b) There shall then be no uncured Event of Default and no act, event,
condition or omission shall have occurred which, with the giving of notice or lapse of time or both, would
constitute an Event of Default hereunder or under the Redevelopment Agreement, and the Authority shall
have received a certificate to that effect dated the date of each such advance and signed by Borrower.
(c) The representations of Borrower set forth in Section 2.02 shall continue
be true and correct in all material respects as of the date of such advance.
Section 3.04 Loan Forgiveness . So long there is then no uncured Event of Default, upon the
Authority’s issuance of the Certificate of Completion in accordance with the Redevelopment Agreement,
the Authority shall forgive the Loan by furnishing Borrower with a certification in the form attached hereto
in Exhibit D (the “Certificate of Forgiveness”) reasonably promptly after Borrower’s request. If the
Authority shall refuse or fail to provide a Certificate of Forgiveness within 30 days following Borrower’s
request, the Authority shall provide Borrower with a written statement specifying in what respects 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 Authority, for Borrower to obtain the Certificate of
Forgiveness.
Notwithstanding herein to the contrary, subject to Unavoidable Delays, in no event will the
Authority be obligated to forgive the Loan, if Borrower has not obtained the Certificate of Completion in
accordance with the Redevelopment Agreement by May 1, 2032 unless that date has been amended in the
Redevelopment Agreement (“Completion Deadline”).
Section 3.05 Nature of Edina SPARC Fund. The authority for the Authority to transfer or loan
unobligated incremental property taxes under the Act (as the same have been allocated to the SPARC Fund)
expires on [December 1, 2026] (the “SPARC Expiration Date”) and all such transferred increments must
be spent by such SPARC Expiration Date. As such, to minimize the amount of increment that the Authority
would be require to “return” under the Act, if the Loan is not fully forgiven as provided herein, any amounts
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paid or repaid to the Authority by Borrower shall be from sources of funds of Borrower other than the
loaned unobligated incremental property taxes from the SPARC Fund.
ARTICLE IV
DEFAULTS AND REMEDIES
Section 4.01 Borrower 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:
(a) Failure by Borrower to obtain the Certificate of Completion in accordance
with the Redevelopment Agreement by the Completion Deadline.
(b) Failure of Borrower to timely pay to the Authority any amounts required
to be paid by Borrower hereunder.
(c) Except as provided in Sections 4.01(a) through (b) hereof, failure by
Borrower to observe or perform any other covenant, condition, obligation or agreement on its part to be
observed or performed under this Agreement, and the continuation of such failure for a period of 30 days
after written notice of such failure from the Authority; provided, however, if any such failure reasonably
requires more than 30 days to cure, such failure shall not constitute an Event of Default, provided Borrower
promptly commenced such cure upon receipt by Borrower of the written notice of the default, and with due
diligence is thereafter continuously prosecutes such cure to completion and is completed within a
reasonable period of time, and provided that Borrower keeps the Authority informed at all times of its
progress in curing the default, provided that in no event shall such additional cure period for any default
extend beyond 90 days.
(d) The occurrence of an Event of Default under the Redevelopment
Agreement.
Section 4.02 Authority Remedies on Borrower Default. Upon the occurrence of an Event of
Default, the Authority may take any one or more of the following actions:
(a) Suspend its performance under this Agreement (including, without
limitation, refraining from making any Loan advance under this Agreement) until it receives assurances
from Borrower deemed reasonably adequate by the Authority, that Borrower will cure the Event of Default
and continue its performance under this Agreement, but Lender may make Loan advances after the
happening of any such event without hereby waiving the right to refrain from making other or further Loan
advances or to exercise any of the other rights Lender may have.
(b) In the case of a material default that is not cured within a reasonable period
of time, terminate all rights of Borrower under this Agreement.
(c) Withhold the Certificate of Completion under the Redevelopment
Agreement.
(d) Withhold the Certificate of Forgiveness.
(e) To declare the entire unpaid principal of the Loan and all accrued interest
thereon immediately due and payable without further notice.
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(f) Take whatever action at law or in equity may appear necessary or desirable
to the Authority to enforce performance and observance of any obligation, agreement, or covenant of
Borrower under this Agreement.
Section 4.03 Authority Default; Remedies Upon Authority Default. In the event the Authority
should fail to observe or perform any covenant, agreement or obligation of the Authority on its part to be
observed and performed under this Agreement and such failure continues for more than 30 days after written
notice by Borrower to the Authority of such failure, Borrower may take any one or more of the following
actions:
(a) Suspend its performance under this Agreement until it receives assurances
from the Authority deemed adequate by Borrower, that the Authority 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 Authority under this Agreement.
(c) Take whatever action at law or in equity may appear necessary or desirable
to Borrower to enforce performance and observance of any obligation, agreement, or covenant of the
Authority under this Agreement.
Section 4.04 No Remedy Exclusive. No remedy herein conferred upon or reserved to the
Authority, or to 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 Authority, 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.
Section 4.05 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.
Section 4.06 Agreement to Pay Costs and Attorneys’ Fees. Whenever any Event of Default
occurs and the non-defaulting party shall employ attorneys or incur any other costs or 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 defaulting party herein contained, the defaulting party agrees that
it shall, on demand therefor, pay to the Authority the reasonable fees of such attorneys and such other
expenses so incurred by the non-defaulting party, together with interest thereon at the rate of interest for
the Loan set forth in the Note.
ARTICLE V
INSURANCE; INDEMNIFICATION
Section 5.01 Insurance. Borrower will, at its expense, carry such type and amount of insurance
concerning the contents of the Project Area as is required under the Redevelopment Agreement.
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Section 5.02 Indemnification.
(a) Borrower releases and covenants and agrees that the Authority, and its
respective governing body members and elected officials, officers, employees, agents, independent
contractors and attorneys (collectively the “Indemnified Parties”), shall not be liable for and agrees to
indemnify, defend, and hold harmless the Indemnified Parties against any loss or damage to property or
any injury to or death of any person occurring at or about, or resulting from any defect in the Project
constructed by Borrower, except to the extent attributable to the negligence or intentional misconduct of
any Indemnified Party.
(b) Except to the extent of the negligence or intentional misconduct of any
Indemnified Party, Borrower shall indemnify and defend the Indemnified Parties, now and forever, and
further agrees to hold the aforesaid harmless from any claims, demands, suits, costs, expenses (including
reasonable attorney’s fees), actions or other proceedings whatsoever by any person or entity whatsoever
arising or purportedly arising from the actions or inactions of Borrower, or any of its owners, agents,
contractors, or employees, under this Agreement or the transactions contemplated hereby, including,
without limitation, the acquisition, construction, installation, ownership, and/or operation of the Project.
ARTICLE VI
PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
Section 6.01 Except as permitted under the Redevelopment Agreement, Borrower shall not sell,
assign, convey, lease or transfer in any other mode or manner any of its right, title, and interest in and to all
or any part of the Project Area or this Agreement without the express written approval of the Authority. For
avoidance of doubt, Borrower may assign this Agreement simultaneously with any assignment of the
Redevelopment Agreement and to the same assignee of the Redevelopment, subject to the same terms,
conditions, and requirements applicable to an assignment of the Redevelopment Agreement set forth in the
Redevelopment Agreement. In the absence of specific written agreement by the Authority to the contrary,
neither the transfer of the Project Area nor the assignment of this Agreement, or any portion thereof, prior
to the issuance of the Certificate of Forgiveness will relieve Borrower of its obligations under this
Agreement and the Note.
ARTICLE VII
ADDITIONAL PROVISIONS
Section 7.01 Term of Agreement. This Agreement shall terminate on the earlier of the date (a)
a Certificate of Forgiveness is provided to Borrower from the Authority, or (ii) the date this Agreement is
terminated or rescinded in accordance with its terms (the “Termination Date”).
Section 7.02 Damage or Destruction. Upon any damage or destruction of the Project Area, or
any portion thereof, by fire or other casualty, before the Termination Date, should Borrower commence or
cause to be commenced the process required to repair, reconstruct and restore the damaged or destroyed
Project Area, or portion thereof, the Authority shall continue to provide the Loan contemplated herein. If,
upon such damage or destruction of the Project Area, Borrower decides not to repair, reconstruct or restore
the damaged or destroyed Project Area, the Authority shall not be required to provide the Loan
contemplated herein.
Section 7.03 Equal Employment Opportunity. Borrower, for itself and its successors and
assigns, agrees that during the construction of the Project it will comply with any applicable affirmative
action and nondiscrimination laws or regulations.
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Section 7.04 Restrictions on Use. Borrower agrees for itself, and its successors and assigns, and
every successor in interest to the Project Area, or any part thereof, that Borrower, and such successors and
assigns, shall devote the Project Area to, and only to and in accordance with, the uses specified in this
Agreement and other agreements entered into between Borrower and the Authority, 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, and familial status in the sale, lease, or rental or
in the use or occupancy of the Project Area or any improvements erected or to be erected thereon, or any
part thereof.
Section 7.05 Legal and Administrative Expenses. Borrower agrees to pay all fees and expenses
incurred by the Authority in connection with review and analysis of the development proposed under this
Agreement and the negotiating, approval and documentation of this Agreement, but not limited to, attorney
and municipal advisor fees and expenses.
Section 7.06 Notices and Demands. Except as otherwise expressly provided in this Agreement,
a notice, demand or other communication under this Agreement by any party to any other shall be in writing
and shall be sufficiently given or delivered if it is dispatched by reputable overnight courier, sent registered
or certified mail, postage prepaid, return receipt requested, or delivered personally, and addressed to:
Borrower at: Edina Enclave, LLC
Attn: Austin J. Morris
300 23rd Avenue East, Suite 300
West Fargo, ND 58078
with a copy to: Siegel Brill, P.A.
Attn: Anthony J. Gleekel
Joshua B. Grossman
Siegel Brill, P.A.
100 Washington Avenue South, Suite 1300
Minneapolis, MN 55401
The Authority at: Housing and Redevelopment Authority of Edina, Minnesota
Attention: Executive Director
4801 West 50th Street
Edina, MN 55424
with a copy to: Dorsey & Whitney LLP
Attention: Jay R. Lindgren
50 South Sixth Street, Suite 1500
Minneapolis, MN 55402
or at such other address with respect to any such party as that party may, from time to time, designate in
writing and forward to the other, as provided in this section.
Section 7.07 Governing Law, Jurisdiction, Venue and Waiver of Trial by Jury. All matters,
whether sounding in tort or in contract, relating to the validity, construction, performance, or enforcement
of this Agreement shall be controlled by, interpreted and determined in accordance with the laws of the
state of Minnesota without regard to its conflict and choice of law provisions. Any litigation arising out of
this Agreement shall be venued exclusively in Hennepin County District Court, Fourth Judicial District,
state of Minnesota and shall not be removed therefrom to any other federal or state court. The Authority
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and Borrower hereby consent to personal jurisdiction and venue in the foregoing court. The Authority and
Borrower hereby waive trial by jury for any litigation arising out of this Agreement.
Section 7.08 Severability. If any term or provision of this Agreement is determined to be invalid
or unenforceable under applicable Law, the remainder of this Agreement shall not be affected thereby, and
each remaining term or provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by applicable Law.
Section 7.09 Consents and Approvals. Whenever the terms “consent,” “approve,” or “approval”
are used herein, they shall mean consent or approvals which shall not be unreasonably conditioned or
delayed, unless specifically provided otherwise. All consents or approvals must be delivered in writing in
order to be effective.
Section 7.10 Additional Documents. When reasonably requested to do so by another party, each
party shall execute or cause to be executed any further documents as may be reasonably necessary or
expedient and within their lawful obligation in order to consummate the transactions provided for in, and
to carry out the purpose and intent of, this Agreement.
Section 7.11 Limitation. All covenants, stipulations, promises, agreements and obligations of
the Authority or Borrower contained in this Agreement shall be deemed to be the covenants, stipulations,
promises, agreements and obligations of the Authority and Borrower, and not of any governing body
member, officer, agent, servant, manager or employee of the Authority or Borrower in the individual
capacity thereof.
Section 7.12 Authority Approval. Unless the Board, as applicable, determines otherwise in its
discretion, all approvals and other actions required of or taken by the Authority shall be effective upon
action by the Authorized Representative of the Authority, as applicable (or in either case his/her designee),
unless (a) this Agreement explicitly provides for approval by the Board of the Authority, (b) approval by
the Board is required by law or (c) the approval, in the opinion of the Executive Director, would result in a
material change in the terms of this Agreement.
Section 7.13 Superseding Effect. This Agreement reflects the entire agreement of the parties
with respect to the items covered by this Agreement, and supersedes in all respects all prior agreements of
the parties, whether written or otherwise, with respect to the items covered by this Agreement.
Section 7.14 Relationship of Parties. Nothing in this Agreement is intended, or shall be
construed, to create a partnership or joint venture among or between the parties hereto, and the rights and
remedies of the parties hereto shall be strictly as set forth in this Agreement.
Section 7.15 Survival of Terms. The following Sections will survive the expiration or earlier
termination of this Agreement: Section 4.02 through 4.06 [Remedies on Default, etc.] to the extent of any
Event of Default arising prior to such termination or expiration; Section 5.01 [Insurance]; Section 5.02
[Indemnification]; Section 7.06 [Notices and Demands]; Section 7.07 [Governing Law, Jurisdiction, Venue
and Waiver of Trial by Jury]; Section 7.11 [Limitation]; Section 7.17 [No Waiver of Governmental
Immunity and Limitations on Liability]; and Section 7.18 [Limited Liability].
Section 7.16 Data Practices Act. Borrower acknowledges that all of the data created, collected,
received, stored, used, maintained, or disseminated by Borrower with regard to the performance of its duties
under this Agreement are subject to the requirements of Chapter 13, Minnesota Statutes.
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Section 7.17 No Waiver of Governmental Immunity and Limitations on Liability. Nothing in
this Agreement shall in any way affect or impair the Authority’s immunity or the immunity of the
Authority’s employees, consultants and contractors, whether on account of official immunity, legislative
immunity, statutory immunity, discretionary immunity or otherwise. Nothing in this Agreement shall in
any way affect or impair the limitations on the Authority’s liability or the liability of the Authority’s
employees, consultants and independent contractors. By entering into this Agreement, the Authority does
not waive any rights, protections, or limitations as provided under law and equity for the Authority, or of
their respective employees, consultants and contractors.
Section 7.18 Limited Liability. Notwithstanding anything to contrary provided in this
Agreement, it is specifically understood and agreed, such agreement being the primary consideration for
the execution of this Agreement by Borrower, that (a) there should be absolutely no personal liability on
the part of any director, officer, manager, member, employee or agent of Borrower or the Authority with
respect to any terms, covenants and conditions in this Agreement; (b) Borrower and the Authority waive
all claims, demands and causes of action against the other parties’ directors, officers, managers, members,
employees and agents in any Event of Default, by either party, as the case may be, of any of the terms,
covenants and conditions of this Agreement to be performed by either party; and (c) Borrower and the
Authority, as the case may be, shall look solely to the assets of the other party for the satisfaction of each
and every applicable remedy in the Event of Default by any party, as the case may be, of any of the terms,
covenants and conditions of this Agreement such exculpation of liability to be absolute and without any
exception whatsoever.
Section 7.19 Time is of the Essence. Time is of the essence of this Agreement and each and
every term and condition hereof; provided, however, that if any date herein set forth for the performance of
any obligations by Borrower or the Authority or for the delivery of any instrument or notice as herein
provided should not be on a business day, the compliance with such obligations or delivery shall be deemed
acceptable on the next following business day.
Section 7.20 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of such counterparts shall constitute one document.
To facilitate execution of this Agreement, the parties may execute and exchange signature pages via
DocuSign, Tagged Image File Format (“TIFF”) or via electronic mail (*.pdf or similar file types). The
parties further agree that counterparts of this Agreement may be signed electronically via Adobe Sign,
DocuSign protocol or another electronic platform. All such signatures may be used in the place of original
“wet ink” signatures to this Agreement and shall have the same legal effect as the physical delivery of an
original signature.
Section 7.21 Amendments. This Agreement shall not be amended unless in writing and
executed by the parties hereto..
Section 7.22 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.
Section 7.23 Binding Effect. This Agreement shall inure to the benefit of and shall be binding
upon the Authority and Borrower and their respective successors and assigns.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
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[Signature Page to Forgivable Loan Agreement (SPARC) (7235 France Avenue – East Element)]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first above written.
Housing and Redevelopment Authority of Edina,
Minnesota
By: ______________________________
James B. Hovland, Chair
By: ______________________________
James Pierce, Secretary
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[Signature Page to Forgivable Loan Agreement (SPARC) (7235 France Avenue – East Element)]
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EDINA ENCLAVE, LLC, a Delaware limited
liability company
By: __________________________________________
Name: Austin J. Morris
Its: Member
STATE OF _______________ )
) ss.
COUNTY OF _____________ )
The foregoing instrument was acknowledged before me this ___ day of _______________, 202___, by
Austin J. Morris, a Member of Edina Enclave, LLC, a Delaware limited liability company, on behalf of the
limited liability company.
_____________________________________________
Notary Public
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Exhibit A
Legal Description
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Exhibit B
Non-Exhaustive List of Qualified Costs
1. Architectural Design Fees
2. Structural Design Fees
3. Civil Engineering Design Fees
4. Landscaping Design Fees
5. MEP (Mechanical, Electrical, Plumbing) Design Fees
6. Environmental Assessment Worksheet Fees
7. Wind Study Analysis Fees
8. Geotechnical Soil Evaluation Fees
9. Environmental Site Assessment Fees (Phase I, Phase II, RAP/CCP, MPCA)
10. Demolition, Site Clean Up, Soil Corrections, Grading
11. Construction and/or Relocation of Utilities (Sanitary Sewer, Water, Storm Water, Electric,
Communications)
12. Other costs as approved by City Manager; provided, however, in no event shall any fees or
expenses paid to the City qualify as SPARC Fund Qualified Costs
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Exhibit C
Form of Note
No. R-1 $_____________
UNITED STATES OF AMERICA
STATE OF MINNESOTA
FORGIVABLE NOTE
FOR VALUE RECEIVED, the undersigned, Edina Enclave, LLC, a Delaware limited liability
company (“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 (the “Lender”), on or before May 1, 2032 (the “Maturity Date”, such date being the
Completion Deadline under the Loan Agreement), the sum of $_____________, or so much as is advanced
by Lender to, or for the benefit of, Borrower pursuant to that certain Forgivable Loan Agreement (Edina
SPARC Fund), dated of even date herewith, as the same may be amended from time to time (the “Loan
Agreement”), together with interest on the unpaid principal balance from time to time outstanding from the
date of this Forgivable Note (this “Note”). Terms used herein but not otherwise defined, shall have the
meaning attributed to them in the Loan Agreement.
1. This Note is subject to forgiveness by Lender subject to the terms and conditions
of the Loan Agreement. If, as of the Maturity Date, Lender has not issued a Certificate of
Forgiveness in accordance with the Loan Agreement, the unpaid principal balance of this Note,
together with any accrued but unpaid interest, shall be immediately due and payable in full on
the Maturity Date.
2. After maturity, whether by acceleration, the passage of time or otherwise, and
during the continuance of an Event of Default under the Loan Agreement, the outstanding
principal balance of this Note and accrued, unpaid interest shall bear interest at the rate which
is six percent (6.0%) per annum until paid in full. Interest shall be calculated based on the actual
number of days in a month over a year of 360 days.
3. All such interest and principal payments shall be made by Borrower in
immediately available funds and without notice, demand or offset. 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 Lender and mailed to Lender at the postal address within the United States
designated from time to time by Lender.
4. The principal balance of this Note may from time to time be prepaid, at the option
of Borrower, in whole or in part without penalty under this Note.
5. All payments and prepayments, at the option to Lender, shall be applied first to
any costs of collection, second to any late charges, third to accrued interest on this Note, and
lastly to principal.
6. The occurrence of an Event of Default, as defined in the Loan Agreement, shall
constitute an Event of Default hereunder (hereinafter referred to as an “Event of Default”).
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Upon the occurrence of an Event of Default, Lender may take exercise all of its rights and
remedies under the Loan Agreement, including, without limitation, declaring the outstanding
unpaid principal balance of this Note, the accrued and unpaid interest thereon, and all other
obligations of Borrower to Lender to be forthwith due and payable. Failure to exercise any right
or remedy provided for or referenced herein shall not constitute a waiver of the right to exercise
the same in connection with the applicable Event of Default or any subsequent Event of
Default.
7. Borrower and all others who may become liable for the payment of all or any part
of the debt under this Note do hereby severally waive presentment and demand for payment,
notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice
of protest and non-payment and all other notices of any kind. No release of any security for this
Note or extension of time for payment of this Note or any installment hereof, and no alteration,
amendment or waiver of any provision of this Note or the Loan Agreement made by agreement
between Lender or any other person shall release, modify, amend, waive, extend, change,
discharge, terminate or affect the liability of Borrower or any other person who may become
liable for the payment of all or any part of the debt under this Note or the Loan Agreement. No
notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower
or of the right of Lender to take further action without further notice or demand as provided for
in this Note or the Loan Agreement.
8. Borrower agrees that if, and as often as, this Note is placed in the hands of an
attorney for collection or to defend or enforce any of Lender’s rights hereunder or under the
Loan, Borrower will pay to Lender its attorneys’ fees and all court costs (including attorneys’
fees and court costs prior to trial, at trial and on appeal, or in any bankruptcy proceeding) and
other expenses incurred in connection therewith.
9. This Note shall be governed by and construed in accordance with the laws of the
State of Minnesota, without giving effect to the choice of law provisions thereof.
10. The authority for Lender to transfer or loan unobligated incremental property taxes
under the Act (as the same have been allocated to the SPARC Fund) expires on [December 31,
2026] (the “SPARC Expiration Date”) and all such transferred increments must be spent by
such SPARC Expiration Date. As such, as provided in the Loan Agreement (a) no
Disbursement Request may be submitted to the Authority later than [December 31, 2026] in
order for the Authority to make all Loan advances and pay the corresponding Qualified Costs
before the SPARC Expiration Date and (b) to minimize the amount of increment that Lender
would be require to “return” under the Act, if the Loan is not fully forgiven as provided in the
Loan Agreement, any amounts paid or repaid to Lender by Borrower shall be from sources of
funds of Borrower other than the loaned unobligated incremental property taxes from the
SPARC Fund.
IN WITNESS WHEREOF, Borrower has caused this Note to be executed by the manual signatures
of the ________________ of Borrower and has caused this Note to be dated as of _________________.
EDINA ENCLAVE, LLC,
a Delaware limited liability company
By:
Its:
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Exhibit D
Certificate of Forgiveness
WHEREAS, Edina Enclave, LLC, a Delaware limited liability company (the “Borrower”), is the
owner of property in the County of Hennepin and State of Minnesota described on Exhibit A hereto and
made a part hereof (the “Property”); and
WHEREAS, the Property (shown in Exhibit A) is subject to the provisions of a certain Forgivable
Loan Agreement (Edina SPARC Fund) (the “Agreement”), dated as of _______________, between
Borrower and the Housing and Redevelopment Authority of Edina, Minnesota (the “Authority”); and
WHEREAS, pursuant the Agreement, the Authority provided a Loan to Borrower evidenced by a
certain Note (as such terms are defined in the Agreement); and
WHEREAS, 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.
NOW, THEREFORE, it is hereby certified that all requirements of 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 Loan, and the Loan is hereby fully forgiven and satisfied.
Dated this ____ day of ____________, 20__.
Housing and Redevelopment Authority of
Edina, Minnesota
By: ___________________________________
Chair
By: ___________________________________
Secretary
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Exhibit A
Legal Description
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d
ITEM REPORT
Date: August 14, 2025 Item Activity: Information
Meeting: Housing & Redevelopment Authority
Agenda Number: 8.1
Prepared By: Bill Neuendorf, Economic Dev Mgr
Item Type: Report & Recommendation Department: Community Development
Item Title: SPARC Program Update
Action Requested:
No action required; for informational purposes only.
Information/Background:
The SPARC program was established in 2021 using unallocated incremental property taxes to
support job creating and tax-base growing investment in Edina. While the majority of SPARC funds
have been committed or invested, approximately $450,000 potentially remains available. While no
action is required at this time, this update is provided to alert the HRA Board to proposals that will
likely be brought forward in the near future.
Staff is currently in discussions with three restaurateurs and property owners to evaluate how the
remaining SPARC funds could facilitate the stabilization or expansion of restaurants in Edina.
Descriptions of the three potential projects include:
• Expansion of existing building with full remodel to create a new dinner-oriented restaurant at
50th & France. A grant or forgivable loan is being discussed to defray the cost of installing a
new elevator that provides ADA access to the new upper and existing lower level.
•
• Expansion of surface parking lot to allow existing restaurant to better meet customer
expectations and increase the hours of service. A traditional loan or forgivable loan is being
discussed to defray the high cost of site work.
•
• Expansion of coffee shop or similar restaurant to occupy a vacant space in an existing office
building. A streamlined grant is being discussed to prepare the raw space with plumbing and
electrical infrastructure to support a restaurant.
In the weeks ahead, staff will evaluate the financial needs and potential of each of these projects.
Contracts to provide funding support will be prepared for the consideration of the HRA Board.
Minor updates to the SPARC program will also be prepared to reflect recent changes in the state
laws that govern these funds.
Resources/Financial Impacts:
None.
Relationship to City Policies:
Tax Increment Financing Policy; SPARC Policy
Supporting Documentation:
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None
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