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081913completeagenda CITY OF RICHFIELD, MINNESOTA MONDAY, AUGUST 19, 2013 RICHFIELD MUNICIPAL CENTER 6700 PORTLAND AVENUE SPECIAL CONCURRENT HOUSING AND REDEVELOPMENT AUTHORITY & CITY COUNCIL WORKSESSION BARTHOLOMEW ROOM 6:00 P.M. AGENDA Call to order Roll call 1. Discussion regarding Cedar Point Housing Redevelopment Area (HRA Memo No. 39 & Council Memo No. 71) Notes: Adjournment ******************************************************************************************************* REGULAR HOUSING AND REDEVELOPMENT AUTHORITY MEETING COUNCIL CHAMBERS 7:00 P.M. AGENDA Call to order Roll call 1. Approval of minutes of(1) Regular HRA Meeting of July 15, 2013; and (2) Special HRA Meeting of July 29, 2013 2. HRA approval of agenda 3. Consent Calendar contains several separate items which are acted upon by the HRA in one motion. Once the Consent Calendar has been approved, the individual items and recommended actions have also been approved. No further HRA action on these items is necessary. However, any HRA Commissioner may request that an item be removed from the Consent Calendar and placed on the regular agenda for HRA discussion and action. All items listed on the Consent Calendar are recommended for approval. A. Consideration of approval of authorizing staff to enter into a professional services contract with Shadid MARKET(ing)SM Consulting, LLC for services related to research and planning of marketing housing programs to Richfield residents S.R. No. 40 B. Consideration of approval of a resolution consenting to a driveway easement and a reciprocal easement agreement relating to the Lyndale Gardens development S.R. No. 41 Notes: 4. Presentation and consideration of accepting Richfield HRA annual tax increment district status update Staff Report No. 42 Notes: 5. Public hearing and consideration of a resolution authorizing the sale of 6808— 14th Avenue to John Pues and Kathleen F. Walsh-Pues and a Contract for Private Development with John Pues and Kathleen F. Walsh-Pues for the construction of a single family home under the Richfield Rediscovered Program Staff Report No. 43 Notes: 6. Consideration of resolutions approving the 2014 proposed HRA budget and tax levy and 2013.Revised HRA budget Staff Report No. 44 Notes: 7. HRA discussion items Notes: 8. Executive Director Report Notes: 9. Claims and Payroll Adjournment Auxiliary aids for individuals with disabilities are available upon request. Requests must be made at least 96 hours in advance to the City Clerk at 612-861-9738. HOUSING AND REDEVELOPMENT AUTHORITY Office of Executive Director August 15, 2013 HRA Memorandum No. 39 Council Memorandum No. 71 Housing and Redevelopment The Honorable Mayor Authority Commissioners and City of Richfield Members of the Council Subject: Cedar Point Housing Redevelopment Area Discussion (Agenda Item No. 1) Dear Commissioners and Council Members: In 2005 the City adopted a Master Redevelopment Plan for the Cedar Point Redevelopment Area that included development of higher-density residential housing in the two blocks known as the Phase II Housing Redevelopment Area. The main impetus of the plan was and is to convert single-family land uses and structures that are incompatible with noise generated by the Minneapolis/St. Paul Airport. The Cedar Point Phase II Housing Redevelopment Area is bounded by 17th Avenue/Richfield Parkway to the east, 16th Avenue to the west, 63rd Street to the north, and 65th Street to the south. The area is comprised of 29 single-family residential properties, fourteen of which are in the process of being acquired by the City and Housing and Redevelopment Authority (HRA) for the construction of Richfield Parkway. The HRA has agreed to take ownership of all 14 properties acquired and to pay the special assessments, totaling $780,000, associated with the construction of Richfield Parkway. The payments of approximately $47,400.00 annually will commence in 2017. On January 28th of this year, staff distributed a Request for Qualifications (RFQ) to 17 developers for the redevelopment of the Cedar Point II area. Three developers responded to the RFQ and upon review of their qualifications, they were subsequently sent a Request for Proposal on April 22nd for the redevelopment of the site. Staff received one formal proposal, from Sherman Associates, for the development of 188 units of senior housing, which includes 120 units of assisted living and 66 units of 55+ senior living. The development would also include 6,500 square feet of office/retail to be built in a later phase. Sherman Associates presented their proposal to the HRA on June 17th. At that time, the HRA requested Sherman Associates re-evaluate their proposal to incorporate non- age-restricted market-rate housing and come back to the HRA at a later date. I Since that time, Sherman Associates has had the opportunity to consider revising their proposal per the HRA's direction. After a thorough vetting, given the property's location and constraints, they have determined that the highest and best use of the property remains senior housing. Sherman Associates and HRA staff will discuss the property constraints, Sherman Associates' proposal, and the factors influencing that proposal at the HRA/City Council work session on August 19th. Re- •• tf ly submitte' , 4 40-. A• / / - - , ev n . De ch Executive Director SLD:KCB Attachments: Sherman Associates Proposal 66th Street Corridor Market Study— Senior Housing/Cedar Point Housing Redevelopment Area Email: Department Directors Assistant to City Manager • 1 -i `-',.� f, ��.. qr I II y • ~ S ..w aK Y. yi in ' y F _t S Si x i-"r te'_ 'eel) ja �g 1' Sperm n ASSOCIATES IIMIIIIIIIIVAIIIIIMIIIIIIMIIIIIIIMIIII sherman ASSOCIATES • May 24, 2013 Richfield Housing&Redevelopment Authority 6700 Portland Avenue Richfield, MN 55423 Attn: Ms. Karen Barton RE: Cedar Point Housing Development Sherman Associates'RFP Application Dear Ms. Barton: With this letter Sherman Associates is pleased to submit its application to the Richfield URA for the Cedar Point Housing Development Requests for Proposals dated April 25, 2013. In addition to meeting the HRA's basic goal of developing airport-compatible uses for the redevelopment area,we are excited to offer a proposal that will bring more high-quality design, construction and amenities to Richfield. Our proposal would develop approximately 186 units of • Senior Assisted Living and 55+ Senior Living, and 6,500 square feet of office/retail space over three phases. The development will include generous amounts of privately-developed green space and pedestrian connections and will serve as an excellent transition between adjacent residential and commercial uses. Sherman Associates and its development partners have extensive experience in collaborating with cities and completing complex, desirable redevelopment projects such as we are proposing here. Thank you for the opportunity to apply—we look forward to continuing to collaborate with you on this important redevelopment. Please do not hesitate to contact me with any questions on our proposal. Sincerely, George E. Sherman Principal, Sherman Associates Enclosure S 233 Park Avenue South,Suite 201,Minneapolis,MN 55415 Tel:612.332.3000 Fax:612-332.6119 www.sherman-associates.com t Shen/ion Assockites is on Equol Opportunity Employe- • Contents • A. Developer Information Sherman Associates Development LLC Attachment A.!: Sherman Associates Company Profile Attachment A.2i: Similar Projects— Heritage Park Senior Campus Attachment A.2ii: Similar Projects— Blaine Town Square Attachment A.2iii: Similar Projects— Falcon Heights Town Square Senior B. Design Team & Consultant Information Kaas Wilson Architects Bryan Carlson Planning&Landscape Architecture Consultant Dennis O'Donnell Attachment B.I: Architect Relevant Experience Attachment B.2: Landscape Architect Relevant Experience Attachment B.3: Consultant Danny O'Donnell Resume & Experience • C. Conceptual Design Project Description Residential& Commercial Breakdown Unit&Building Features Affordability Matrix Attachment C.I: Conceptual Renderings Attachment C.2: Proposed Site Plan D. Project Timeline E. Financial Information F. Additional Documentation • Attachment F.I: Letter of Support- Mt Calvary Lutheran Church gsherman Cedar Point ASSOCIATES Redevelopment • SECTION DEVELOPER e r&sherman Cedar Point --- — ------- —----- ------------------ A S S O C I A T E S Redevelopment DEVELOPER OBackground Minneapolis-based Sherman Associates, Inc. has completed over $2 Billion in real estate development across Minnesota, Wisconsin, Iowa, Missouri, and Colorado over the past 35 years. As an industry-leading property development and management company, Sherman Associates focuses on the big picture: from the inception of an idea through completion and lease-up. The scale of these projects ranges from large neighborhood redevelopment projects in high-density urban settings to small apartment projects in rural areas. Within the past decade, Sherman Associates' portfolio expanded to include the development or rehabilitation of over 2,500 residential apartments, including approximately 2,000 under lease-up or construction. Over 365,100 square feet of retail and commercial space were added to the portfolio along with the development two hotel projects in Minnesota. The diverse range of experience allows Development Team President: George E. Sherman, Principal /gsherman @sherman-associates.com Vice Presidents: Susan A. Fauver, General Counsel / sfauver @sherman-associates.com Christopher L. Sherman, Project Management/ csherman @sherman-associates.com Development Team: Paul Keenan, Project Manager/ pkeenan @sherman-associates.com • Andrew Hughes, Project Manager/ ahughes @sherman-associates.com Sara Schoonmaker, Asst Project Manager/ sschoonmaker @sherman-associates.com Construction Manager: Richard Kiemen, Craftsman Construction I' rkiemen @sherman-associates.com Additional Information Sherman Associates Development LLC is a Minnesota Limited Liability Company operating under Sherman Associates, Inc. a Corporation solely owned by George E. Sherman. Sherman Associates Development LLC 233 Park Avenue South I Suite 201 Minneapolis, MN 55415 0: 612-332-3000 I F: 612-332-8119 For a full list of completed projects, managed properties, development highlight and recent publications, please refer to the Company Resume included within Attachment A.I • .44 sherman Cedar Point ASSOCIATES Redevelopment REFERENCES Sherman Associates strives to build strong and lasting relationships with each of the parties involved in a development. al Listed below are references from three projects similar to the proposed senior development at Cedar Point. Heritage Park— Feeney Manor / Minneapolis, Minnesota Housing Type: Senior, Assisted Care, Memory Care Project Size: 48 Apartments [24 Memory Care, 24 Assisted Living] References: Emilio Bettaglio, Deputy Executive Director, Minneapolis Public Housing Authority ebettaglio @mplspha.org I 612-342-1419 Michael Anderson, Development Coordinator, Minneapolis Public Housing Authority manderson @mplspha.org I P: 612-342-1213 Blaine Town Square / Blaine, Minnesota Housing Type: Senior Independent Apartments Project Size: 87 Apartments References: Bryan Schafer, Director of Community Development, City of Blaine bschafer @ci.blaine.mn.us I P: 763-785-6144 Falcon Heights Senior/ Falcon Heights, Minnesota Housing Type: Senior Independent Apartments Project Size: 56 Apartments • References: Michelle Tesser, Interim City Administrator, City of Falcon Heights mischelle.tesser @falconheights.org I P: 651-792-7600 For a more detailed look at each of these developments, please refer to Attachment A.2: Developer Highlights. • r&sherman - - - - -- - - - Cedar- Point A S S O C I A T E S Redevelopment S Attachment A. I Sherman Associates Company Profile • • r&sherman Cedar Point ASSOCIATES Redevelopment 0 COMPANY PROFILE Mr' INF ,.,..___-:*,''.„--: i-i .1: il I,1 1-"1 ir, '- ,- , - ,4-,I4 ,,,,. , is. 111 1. [ i 1 i !: t : G ► l t1 E , .1.4..___ Soitit .. Building Communiti: Enriching Neighborhoc • sherman Ull.- ASSOCIATES • MissionStatement Sherman Associates is committed to the production of quality urban housing products. With the belief that the healthiest neighborhoods are comprised of a variety of people and uses,we strive to create mixed- use developments which incorporate a variety of housing types and leverage multiple financing tools. Because these projects are never easy,we endeavor • to continually develop strong relationships with government and financial institutions that believe in thesamevision—strong urban projectswith housing opportunities for all. • 233 Park Avenue South, Suite 201 • Minneapolis, MN 55415 Phone: (612) 332-3000 • Fax: (612) 332-81 19 www.sherman-associates.com CONTENTS INTRODUCTION Welcome Capacity and Process Department Biographies DEVELOPMENT EXPERIENCE Completed Projects Selected Project Details PUBLIC PROFILE Selected Awards Press &Media • sh ASSerOCmIATaEn S COMPANY PROFILE:Contents INTRODUCTION • // h.", . -Nrrimirp. .... ., .....r o � ,,►........ ,.. .. ....1/4„. :,...„. s y .: . „ ,,,// / ...., „., . .0 . iii ii... iv : ,/ I 1I , . fir. . 11000,” ' 11141..... —INA US 1.-- '-" • Sherman Associates Sherman Associates, Inc. is an award-winning development firm specializing in the design, construction and financing of quality commercial and housing properties in Minnesota, Wisconsin, Iowa, Missouri and Colorado. Having earned a strong reputation for quality and follow-through, cities around the country have turned to Sherman Associates to pioneer redevelopment in their highest priority urban neighborhoods. Over the past 35 years, Sherman Associates has become an industry leader in tax credit, affordable housing and tax increment financing projects. Such developments have been successful for the participating cities, investors, residents and businesses. Sherman Associates has developed approximately 8,500 multifamily, townhouse and single-family homes, and 600,000 square feet of commercial and hotel space. • pasherman ASSOCIATE S COMPANY PROFILE: Introduction its pr- iso i000iopo;oo t,9 • 1.'0-r. _708. 4•1 ,•t` 101 On 101 205 I __ .4042. 4s Capacity and Process Sherman Associates specializies in both new construction,the rehabilitation of existing buildings,or historic adaptive reuse. With over 35 years of development and construction experience,Sherman Associates has developed or rehabilitated housing, retail,office, hotel,and warehouse buildings. Within these multiple facets,our team is able to offer the following diverse range of services in the commercial,single-family and multi-family markets: • Development Services • Design-Build Services • Financial Analysis/Feasibility • Knowledge of Federal,State and Local Housing Programs • • Property Management • Construction • Site Analysis • Marketing Plans and Feasibility • Equity and Debt Funding Sherman Associates has established an impressive and prolific track record, completing over$2 billion in real estate development. On a yearly basis, our pipeline consists of$200 million to $250 million in development of commercial and residential projects. • asherman ASSOCIATES COMPANY PROFILE: Introduction Biographies and Staffing George Sherman George Sherman has planned and delivered multi- and single-family housing for more than 35 years. As principal in developing more than 7,000 rental units and more than 1,200 for-sale housing units, to date the total value of his development portfolio exceeds $2 billion. Development: Led directly by George Sherman, the development department has a proven track record of successfully leveraging complex financing packages and strong relationships with local governments and community leaders. It is made up of experts in multiple disciplines, including commercial real estate, affordable housing finance and conventional real estate finance, who continue to build strong relationships throughout the major markets in which Sherman Associates operates. Key Staff George Sherman, Tony Kuechle, Paul Keenan, Chris Sherman,Jackie Nickolaus, Andrew Hughes Legal: Sherman Associates' in-house legal team spearheads the closing of all projects while also navigating issues that arise in a diverse real estate company. Consisting of staff with high-level knowledge of real estate and land use matters, as well as affordable housing and conventional real estate finance, this team is essential to the Sherman Associates process. Led by Susan Fauver, the team works hand-in-hand with the development group to ensure the stability and long-term success of Sherman Associates projects. IKey Staff Susan Fauver, Anne Stephenson, Lis Peterson, Lisa Merk Residential Property Management and Affordable Housing Compliance: Sherman Associates' professional management team is made of industry veterans with substantial knowledge and experience in the management of low-income, market-rate and special-needs housing projects. The department consists of over 200 employees ranging from caretakers and maintenance staff to upper-level property management and compliance staff. This dynamic and diverse team, led by Don Cappaert, manages both the day-to-day and global processes that allow Sherman Associates' robust, multi-faceted rental portfolio to remain financially successful and to cater to the needs of some 20,000 residents throughout the Midwest and Colorado. Key Staff Don Cappaert, Shiva Anderson, Eduardo Christ, Simone Achkar,Joe Kellen Condominium Sales: With a vast portfolio ranging from single-family homes to multi-million dollar high-end luxury condominiums, Brad Goering has led the for-sale department at Sherman Associates through numerous successful sales. His extensive knowledge of homeowner association matters, together with his ability to manage multiple selling agents, marketing efforts and homeowner association warranty concerns in multiple regional markets, has allowed Sherman Associates to progress and continue to grow in spite of the recent economic recession and the significant downturn in the home ownership market. Key Staff Brad Goering, Lisa Merk • r1:1 (ar"tiled EE COMPANY PROFILE: Introduction Commercial Property Management: The commercial team at Sherman Associates manages real estate and brokerage throughout the five-state portfolio. • Leveraging important community connections and strong tenant relationships, this group has been a key on-the- ground presence. They have added important community amenities to Sherman Associates' mixed-use developments, ensuing the long-term growth of the neighborhoods and local economies in which they are located. Key Staff Rob Kost, Katherine Marinac, Heather Nelson, Tony Kuechle Hotel Operations Sherman Associates' hotel operations have added a key component to our ever-expanding portfolio of diverse and highly-acclaimed projects. Boasting a hotel ranked in the top five of all Sheraton hotels nationwide, the aloft and the Sheraton have continually operated with high occupancy and regional acclaim. With the second largest staff pool in the company, consisting of upwards of 175 employees, this department is professionally managed by leaders with decades of experience in the field. Key Staff Adam Herbranson, Troy Whelan, Karen Pionk, Doug Bremer, Deanna Somvong Construction and Facilities Management: The construction and facilities management team at Sherman Associates is one of the most essential components to the completion of development projects and the continued maintenance of the portfolio. Led by Rich Kiemen, this team coordinates with general contractors, architects, engineers and the property management staff on a daily basis. Their continued diligence has been integral to Sherman Associates in staying on schedule and within budget to deliver new construction, occupied rehabilitation and historic rehabilitation projects. This group is also responsible for the oversight of day-to-day maintenance operations and preparation for numerous required site inspections throughout the portfolio. Key Staff Rich Kiemen, Ron Wagner, Gordy Willey Accounting: With the complexity of financing in many projects, along with the vast diversity and sheer volume of products offered, the accounting department at Sherman Associates is fundamental to the daily operations of the company. Managing property accounting, financial reporting, relationships with financial institutions, support of the property management, commercial, and home ownership teams, the department acts as the core linkage between the internal and external transactions for the company. Led by Deanna Somvong, the team consists of staff with expertise in residential accounting, commercial accounting and high-level auditing. Key Staff Deanna Somvong, Renee DeRosia • sherman r� ASSOCIATES COMPANY PROFILE: Introduction DEVELOPMENT EXPERIENCE I I1 I i` - F 1,! 1 I II ! tibI 1 1 , _ _ yr sr w _ It I l ,■ I I I I .4 '.1" 4. : ■ 1 ! I, 0 ,41 ill r- it i a n r 1_ 1 i ► ', •fi 1r t i 11. IR .� f ,t. 1 lei 1 11 n 11 (11 y Is flu if . ; i i j tit �, ,; '° i i *Al or • .. t ;z 41 ; ,. 1 u in i II. Jii I ` I Ii,♦ � ; 1 • Completed Projects and Selected Experience The following pages outline a full list of Sherman Associates' completed projects in Rental Housing, Commercial Real Estate, Hotels and For Sale Housing. We have also included detailed descriptions of selected projects that successfully demonstrate Sherman Associates' commitment to producing effective quality developments in urban markets with opportunities for users of all income levels. �-LiC1 m.:(111 f.>s � �A, << COMPANY PROFILE: Development Experience Completed Rental Projects Year Mixed SI Project Name City State Completed #Units Project Type LIHTC Historic Use I.3100 Clinton Minneapolis MN 1990 12 Rehabilitation • 2.3100 Fourth Avenue Minneapolis MN 1992 10 Rehabilitation 3.Autumn Ridge Brooklyn Park MN 2007 366 Rehabilitation • 4. Bell Building Minneapolis MN 1985 25 Rehabilitation 5. Blaine Town Square Senior Apartments Blaine MN 2005 87 New Construction 6. Bottineau Commons Apartments Minneapolis MN 2003 119 New Construction • 7.Bottineau Lofts Minneapolis MN 2003 37 Adaptive Reuse • • 8. Boulevard Apartments Milwaukee WI 2007 235 Rehabilitation • 9. Browns Meadow Coon Rapids MN 1992 148 New Construction 10.Castle Apartments Minneapolis MN 1990 11 New Construction I I.Central Avenue Lofts Minneapolis MN 2007 66 New Construction • • 12.Community Plaza St.Paul MN 1999 40 Rehabilitation • 13.Cromwell Commons(Marvin Gardens) Minneapolis MN 1996 18 Rehabilitation • 14. East Phillips Commons Minneapolis MN 2004 34 New Construction • 15.Falcon Heights Multifamily Falcon Heights MN 2004 119 New Construction • ■ 16. Falcon Heights Senior Apartments Falcon Heights MN 2004 56 New Construction 17.Farmington Townhomes Farmington MN 2001 16 New Construction • 18. Gateway Terrace Grand Forks ND 1994 New Construction 19.Grand Boulevard Lofts Kansas City MO 2009 134 Adaptive Reuse • • • 20.Grande Market Place Burnsville MN 2003 113 New Construction • • 21.Greysolon Apartments Duluth MN 2006 150 Adaptive Reuse ■ • • 22.Guardian Angels of Hastings Hastings MN 2002 30 New Construction • ■ 23.Harrison Lofts Davenport IA *UC 60 New Construction • 24. Highland Chateau Duluth MN 1999 60 Rehabilitation 25.Highland Park Milwaukee WI 2008 150 Rehabilitation ■ 26. Irving School Duluth MN 201 I 44 Rehabilitation 27.Jefferson Square Apartments Duluth MN 2000 25 Rehabilitation 28. Le Sueur Meadows Apartments Le Sueur MN 2002 40 New Construction • • 29.Lexington Shores Shoreview MN 2002 68 New Construction • • 30. Lodge at Little Canada Little Canada MN 2003 79 New Construction • 31. Longfellow Station Minneapolis MN *UC 180 New Construction • 32. Lyons Court* St.Paul MN 2005 60 New Construction • 33.Merritt School Duluth MN 2004 19 Adaptive Reuse 34. Metro Lofts Des Moines IA 2010 III New Construction • 35.Midtown Exchange Minneapolis MN 2005 219 Adaptive Reuse • • • 36. Mount Royal Manor Duluth MN 2002 114 Adaptive Reuse 37.New Paris Apartments Benson MN 1985 40 Rehabilitation 38. Phalen Senior Lofts St.Paul MN 2006 73 New Construction • 39.Phoenix on the Fax Denver CO 2012 50 New Construction • 40. River Run Apartments Minneapolis MN 2005 74 New Construction • 41. Riverside Plaza Minneapolis MN 2012 1303 Rehabilitation ■ • 42. Rumely Lofts Des Moines IA 2009 66 Adaptive Reuse • • • 43.Russell Lamson Des Moines IA 2012 90 Adaptive Reuse • 44.Seward Flats(2) Minneapolis MN 1997 123 Rehabilitation 45.Sibley Court Apartments* St.Paul MN 2003 122 New Construction • • 46.Sibley Park Apartments* St.Paul MN 2001 114 New Construction • ■ 47.Stradford Flats Minneapolis MN *UC 62 Rehabilitation • 48.Straus Apartments St.Paul MN 2003 49 Adaptive Reuse • • • 49.Syndicate Trust St.Louis MO 2007 70 Adaptive Reuse • • • 50.The Chateaus(3 Buildings) Duluth MN 1998 141 Rehabilitation 51.The Crossings at Valley View Bloomington MN 2009 50 New Construction • 52.The Roosevelt Cedar Rapids IA 2008 96 Adaptive Reuse • • • 53.Vine Street Lofts* Des Moines IA 2004 110 New Construction • 54.West Gate Townhomes Duluth MN 2001 28 New Construction ■ 55.West Side Flats St Paul MN *UC 178 New Construction TOTALS: 5,894 38 8 16 ill asherman ASSOCIATES COMPANY PROFILE: Development Experience Completed Condominium Projects leProject Name City State Completed#Homes Project Type Housing Type I. Zenith-Phase 1 Minneapolis MN 2008 64 New Construction Condominiums 2. The Syndicate St.Louis MO 2007 102 Adaptive Reuse Condominiums 3. 311 Superior Duluth MN 2007 33 New Construction Condominiums 4. Vista San Jacinto San Jacinto CA 2007 34 New Construction Townhomes 5. Homes of Emerson Hill West St.Paul MN 2007 35 New Construction Townhomes 6. Groveland Terrace Minneapolis MN 2007 128 Adaptive Reuse Condominiums 7. The Villas of Little Canada Little Canada MN 2007 45 New Construction Townhomes 8. The Brownstones at River Run Minneapolis MN 2007 10 New Construction Townhomes 9. The Bridges of Blaine Blaine MN 2006 12 New Construction Townhomes 10. The Chicago Minneapolis MN 2006 88 Adaptive Reuse Condominiums I I. Printer's Row* St.Paul MN 2006 42 New Construction Condominiums 12. Midtown Lofts* Minneapolis MN 2005 72 New Construction Condominiums 13. Keene Creek Townhomes Hermantown MN 2005 44 New Construction Townhomes 14. 9th Street Lofts* St.Paul MN 2005 49 Adaptive Reuse Condominiums 15. Water Street Brownstones* Des Moines IA 2004 37 New Construction Condominiums 16. Bottineau Commons Townhomes Minneapolis MN 2003 27 New Construction Townhomes 17. The Dakota* St.Paul MN 2003 32 New Construction Condominiums 18. Capital Heights City Homes St.Paul MN 2003 25 New Construction Townhomes 19. Landings at Sawmill Run Minneapolis MN 2003 58 New Construction Townhomes 20. The Shores Shoreview MN 2003 15 New Construction Townhomes 21.The Essex* St.Paul MN 2002 38 New Construction Condominiums 22. City Homes on Park Avenue Minneapolis MN 2000 29 New Construction Mix 23. 3100 Fourth Avenue Minneapolis MN 1992 9 New Construction Single Family 24. 3100 Clinton Minneapolis MN 1990 8 New Construction Single Family • 25. Parkway Terrace Maplewood MN 1990 90 New Construction Single Family 26. Highland Terrace Minneapolis MN 1990 22 New Construction Single Family 27. Kenwood Isles Minneapolis MN 1988 40 New Construction Townhomes 28. Lakes Citihomes Minneapolis MN 1985 83 New Construction Townhomes 29. Boardwalk and Park Place Townhomes Minneapolis MN 1982 63 New Construction Townhomes 1,270 *Lander-Sherman Development • psherman ASSOCIATES COMPANY PROFILE: Development Experience Completed Commercial Projects Project Name City State Completed Size Project Type IP I. Zenith Commercial Minneapolis MN 2007 10,000 SF New Construction 2. Syndicate Trust Building St. Louis MO 2007 20,000 SF Rehabilitation 3. Wentworth Commons West St. Paul MN 2007 13,000 SF New Construction 4. Blaine Town Square Blaine MN 2005 50,000 SF New Construction 5. Robert Street Retail St. Paul MN 2005 4,400 SF New Construction 6. Garfield Business Park Duluth MN 2005 50,000 SF New Construction 7. Grande Market Square Burnsville MN 2004 30,000 SF New Construction 8. Village of Little Canada Little Canada MN 2004 20,000 SF New Construction 9. Grande Market Place Burnsville MN 2004 14,000 SF New Construction 10. The Lodge at Little Canada Little Canada MN 2004 12,000 SF New Construction I I. Deephaven Court Deephaven MN 2003 18,200 SF Rehabilitation 12. Sibley Park Place* St. Paul MN 2003 12,000 SF New Construction 13. The Straus Building St.Paul MN 2003 10,000 SF Rehabilitation 14. 233 Park Minneapolis MN 2001 60,000 SF Rehabilitation 15. Deephaven Square Deephaven MN 1999 25,000 SF Rehabilitation 16. Canal Park Square Duluth MN 1998 60,000 SF Rehabilitation 17. Hawthorne Crossings Minneapolis MN 1997 50,000 SF New Construction 18. Camden Center Minneapolis MN 1997 15,000 SF New Construction 473,600 SF HOTEL PROPERTIES Project Name City State Completed Size Project Type I. Aloft Hotel Minneapolis MN 2007 155 rooms New Construction 2. Sheraton Duluth Hotel Duluth MN 2007 147 rooms New Construction 302 rooms III r.sherman ASSOCIATES COMPANY PROFILE: Development Experience RIVERSIDE PLAZA . NI... 'Widow .k 1* ''' Y Ii. i -.. ' A t I i t `A y) -�� '"'l e F fir.•... . I - -� ' ':' iii ' 71.E ' ., - ,. ' .. _ II�$. • ` -_. ,.,.." i ' . : . ' • • . : i - 40,.7.4 , ,- - i ,i ,- , 9 , . °• + �_ _ I W GRAND- . t .:J ! el , A,„ i I , — Minneapolis, MN Project Details Riverside Plaza represents the largest housing • Historic Rehabilitation and Stabilization development project in the state of Minnesota and • 1,303 Total Apartments in I I Buildings one of only two projects in the United States that • 1,174 Tax Credit Units (60% AMI) were built as part of a HUD pilot program called • 669 Project-Based Section 8 Units ."New Town, In Town." Originally constructed • Project Value: $132 Million between 1971-1973, Riverside Plaza consists of • Financing: Federal 4% LIHTC Equity, HUD- 1,303 rental units. Sherman Associates acquired the Guaranteed 1st Mortgage, Federal and State property in 1988 and at that time performed the first Historic Tax Credits, MN Housing Finance substantial rehab of the complex utilizing low-income Agency EDHC & PARIF, City of Minneapolis housing tax credits and a HUD-insured mortgage as AHTF, Greater Metro Housing Corp Funds, Met the primary sources of financing. Council LHIA, Family Housing Fund, Met Council/ Brownfield TBRA, Hennepin County/Brownfield In January of 2011, Sherman Associates closed on Environmental Response Fund, Deferred one of the largest tax credit rehabilitation projects in Developer Fee the nation's history and began a $132 million, two- year refinance and renovation of this iconic property. Role: Developer, General Partner, Property Manager In the process, Riverside Plaza was placed on the National Register of Historic Places less than 40 Rehabilitation Completed: November 2012 years after it was initially constructed. The historic designation was in part due to the concepts and Awards and Recognition: design brought forward by world renowned architect • 2012 Best in Real Estate: Multifamily Development Ralph Rapson. During the construction period, the or Redevelopment building remained occupied, conducting a temporary relocation that is unmatched in size and complexity. The rehabilitation, completed in November of 2012, focused on substantial upgrades to the mechanical and electrical systems, along with exterior and site work that returned the Riverside Plaza complex to its •original 1970s appearance. 1,,.',; ,11(1 II1M1 ` COMPANY PROFILE: Development Experience GRAND BOULEVARD LOFTS (/ ii ' 441 ..I K I... f al , 'itii Itaf: e? ` ?"il wig .1 ./ Oki 4 4 � :._ '0 I--- i 11 I 1 !j , ' .../-- piiiw I :.,.$ rit:1 -1 1 'N 41 V: . - — ---:----- ..-\- 4I i > - �� Kansas City, Missouri Project Details The former Dierks Building, a 17-story, steel frame, • Historic Acquisition and Rehabilitation brick-clad office building in the heart of downtown • 134 Affordable Apartments Kansas City, sat vacant for a decade. Through the • 6,700 Square Feet Retail - Ground Floor help of City, State and Federal funds, this project now • Project Value: $33.3 Million houses 134 families offering them rental opportunities • Financing: State and Federal Low Income Housing that are integral to Kansas City's efforts towards Tax Credits, State and Federal Historic Tax • downtown revitalization. Credits, HUD Insured Mortgage, MHDC TCAP Soft Loan, Kansas City CDBG Loan Re-christened Grand Boulevard Lofts, this project represents Sherman Associates' first move into the Role: Developer, General Partner, Property Manager Kansas City housing market. Opening to fanfare from city officials, the community has gained tremendous Completed: December 2010 support from community organizations such as The Urban Core Group. The building is listed on the Awards and Recognition: National Register of Historic Places and contains two • 2011 Capstone Award by Kansas City Business first floor and sub-level commercial spaces which are Journal being marketed to top-rate national and local retailers. • 2011 T. Timothy Anderson Award for Best Historic Rehab involving LIHTC - Finalist • q sperm 1,1 1 COMPANY PROFILE: Development Experience 1 THE SYNDICATE ,--,-_ ,..1:::1--''''''''.::' -411:7 :74.::1- '''' - 1 : i aok _ , 1 , . - lair St. Louis, Missouri Project Details The Syndicate Trust Building is a prominent historic • Historic Acquisition and Rehabilitation property located at the intersection of 10th and Olive • 28 Affordable Apartments - Floors 4-5 Streets in the heart of downtown St. Louis. Originally • 42 Market-rate Apartments - Floors 6-8 built in 1907, the 16-story building is comprised of • 102 Condominiums - Floors 9-17 approximately 450,000 square feet and was previously • 20,000 Square Feet Retail - Ground Floor Wused for office and retail space. The building was • Project Value: $81 Million placed on the National Register of Historic Places • Financing: City of St. Louis, Federal Low Income because of its notable architecture. Housing Tax Credits, New Markets Tax Credits, Federal Historic Tax Credits, Missouri State Retail has returned to the Syndicate Trust Building Historic Tax Credits, Missouri State LIHTC, with top-rate national and local retailers located in the Brownfield Redevelopment Credits street level space. Loft condominiums, located on floors 9 through 16, and rental apartments, located Role: Developer, General Partner, Property Manager on floors 4 through 8, provide residents with the convenience, features and amenities associated with Completed: December 2008 urban living. Awards and Recognition: • 2008 Development of the Year • jasherman ASSOCIATES COMPANY PROFILE: Development Experience ALOFT HOTEL & ZENITH CONDOMINIUMS .w.....\ iiM 11 liktu 161 1 ?l --1 _1 It., ,_ f i Cifairglip '''.".- ''''''' '117--a'. '.."' ".- 1 I k-1.- ..` ...IL_ .....I--... K 1 Minneapolis, Minnesota Project Details In 2008, Sherman Associates opened the new 155- • New Construction room aloft Hotel along Washington Avenue South • I55-Room Hotel in downtown Minneapolis. Part of Starwood Hotels, • 64 Condominiums aloft has five stories with guest rooms on 2 through 5. • 4,000 Square Feet of Retail in the aloft The ground level includes approximately 4,000 square • 7,800 Square Feet of Retail in the Zenith feet of retail space and the hotel's common areas. • Project Value: $61 Million • • Financing: New Market Tax Credits, Environmental Adjacent to the project is the Zenith Condominiums. Grant Located in the prestigious Mill District, the project provides an opportunity for contemporary living Role: Developer, Owner, Sales Broker in a dynamic downtown neighborhood. Just steps from the exciting new Guthrie Theater, and a few Completed: August/ November 2008 blocks from the heart of downtown, the Zenith offers dramatic views of the Minneapolis skyline and the Awards and Recognition: Mississippi River. With shops, river trails and light • 2008 Finalist in Hospitality Development/ rail service all within walking distance, this project Redevelopment by Minneapolis/St. Paul Business provides high-end housing in the downtown market. Journal • 2010 Honor Award for Excellence in Concrete Design & Construction III Sherman COMPANY PROFILE: Development Experience GREYSOLON PLAZA I SHERATON HOTEL 131 1 SUPERIOR . ___, ._ ..,,,, . L 1„.,, • E I II Ill". pills II in , 1 l 4I I I 1-, 14 9 M'r M 11 s r, ; ,. . ire 1U M :I , a al al a ■ !` L, ,,�1 -� .„ � Ili 1 I; it i 11 a 13 110 , 4” f� c t i.• v Duluth, Minnesota Project Details In 2006, Sherman Associates acquired and • Historic Acquisition and Rehabilitation rehabilitated the historic Greysolon Plaza building in • 150 Affordable Senior Apartments downtown Duluth, Minnesota. Built in 1910 as the • 147 Guest Rooms and Suites Hotel Hotel Duluth, Greysolon Plaza's guests have included • 33 Condominiums alseveral former US presidents. The building was • Project Value: $55 Million converted to affordable senior housing in the 1990s. • Financing: Federal Historic Tax Credits, Federal As part of its redevelopment plan, Sherman Associates Low Income Housing Tax Credits, Minnesota has rehabilitated and preserved this affordable senior Housing Finance Agency Soft Debt, Section 8, housing. New Market Tax Credits, Tax Increment Financing Across the street, Sherman Associates constructed Role: Developer, General Partner, Owner, Property a new building that includes the Sheraton Duluth Manager Hotel which is connected to the historic ballroom of the Greysolon Plaza by skyway. Five floors of Completed: Summer 2007 luxury condominiums have been constructed on top of the six-story, full-service hotel. The renovation and construction of the two buildings are part of a multi-project redevelopment of the historic "Old Downtown" area of Duluth. IP 1,01 1,11:(111 COMPANY PROFILE: Development Experience MIDTOWN EXCHANGE I CHICAGO LOFTS 1 AA- _ - I- 1 1 ` iig Ira 4 y _ • , =- Mk 1 • # - iii _.. I s M ' : ' ':: I 1'...1' ,.,_ . _ _ 4 et I I HI ifr Minneapolis, MN Project Details In 2004, a collaboration between developers Sherman • Historic Rehabilitation and Mixed-Use Conversion Associates and Ryan Companies transformed the • 41 Market-rate Apartments mammoth 1.2 million square-foot historic Sears, • 178 Affordable Apartments Roebuck building in South Minneapolis into a mixed- • 88 Condominiums use masterpiece featuring 88 loft and penthouse condo • Project Value: $77 Million units, 219 rental units (including affordable units), the • Financing: Federal Low Income Housing Tax III headquarters of Allina Health Systems and a global Credits, US Bank first mortgage (Housing Revenue food market. The Global Market features a variety of Bonds), Minnesota Housing Finance Agency, City small businesses started by local entrepreneurs. of Minneapolis, Hennepin County,Tax Increment, Metropolitan Council Midtown Exchange was designed, developed and financed in record time spanning only six months initial Role: Co-Developer, General Partner, Property inception to the beginning of construction. Sherman Manager Associates took the lead on the development of the condominiums and apartments at Midtown Exchange, Completed: December 2005 which remains one of Sherman Associates' most celebrated projects earning continued awards and Awards and Recognition: recognition from both local and national sources. • 2010 Property Excellence Award by Minnesota Multi Housing Association • 2009 Best of the Decade by Minneapolis/St. Paul Business Journal • 2007 Affordable Housing Finance Magazine: Best Historic Rehabilitation • 2006 National Trust/HUD Secretary's Award for Excellence in Historic Preservation • 2005 Best in American Living by Professional Builder Magazine • 2004 Best in Real Estate: Best Overall by Minneapolis/St. Paul Business Journal • 9 s1,,,,`TT1 Ll i7 COMPANY PROFILE: Development Experience VINE STREET I WATER STREET ,r,,. :. -. •. w ‘......'#..... <<--- S.Az• ,_.. .. I"' "" ; X . wr 4 .,. it . 1111 1. ":.;;; - 0 --- 0 1 -.-4- --- - .:,•7 .- It 41 4 71 IL -0111110- I 7 6 ii 0 i 1 , -r_ 71. Tr ---- . Des Moines, Iowa Project Details Completed in 2004, Vine Street Lofts and its sister • 65 Market-Rate Apartments condominium project, Water Street Brownstones, • 44 Affordable Apartments were the first significant new construction residential • 32 Condominiums projects in Des Moines in over 20 years. Located on • Project Value: $15 Million a prime site overlooking the Des Moines River, the • Financing: HUD, Fannie Mae, City of Des Moines, parcel had been a surface parking lot for decades. Polk County Housing Trust Fund, Neighborhood Finance Corporation, Federal Low Income Selected through a competitive request for proposal Housing Tax Credits, Tax Abatement process, Sherman Associates and partner Lander Urban Development introduced a model that was Role: Developer, General Partner, Property Manager untried in Des Moines high-end home ownership opportunities; market-rate rental units and affordable Completed: September 2004 rental units on the same block sharing the same underground parking system. The project is a resounding success and is considered the project that jump-started the downtown housing market. • raher"117Xm �A ,, , ,A, ,, COMPANY PROFILE: Development Experience WACOUTA COMMONS 1 iii ., . , / 4 ,,,. is_ _ _ ,........:..... , ,. _ . „._ ._ , - , , , / 0 . . . ..... ,t ,...,„ - . ._ 1 . ... . ii-., ,01 . . . 0•••, ____ ,..... 0 .-- . ,.. : . .. .., ... . , _ __a..., . . ..... , .. - Saint Paul, Minnesota Project Details Wacouta Commons is a multi-phase redevelopment of • Retail Space: Approximately 14,000 sq ft the previously blighted industrial space in downtown • Dakota on the Park/ 38 Units - For Sale Housing St. Paul. The area was redeveloped to include mixed- • Essex on the Park / 38 units - For Sale Housing income rental and ownership housing along with • Sibley Park Apartments / 113 Units - Rental ground level retail space. The multi-faceted project Housing fully revitalized the entire northeast quadrant of • Sibley Court Apartments / 121 Units - Rental • downtown Saint Paul and remains an essential housing Housing component to the city's continued redevelopment. • 9th Street Lofts /49 Units - For Sale Housing • Printer's Row/ 48 units - For Sale Housing • Lyons Court/60 units - Senior Rent • Total Project value: $96.2 million ?�-:; Role: Developer, Property Manager, General Partner } t. 'V41-1 Completed: 2001 through 2006 'Fi, e 3ter: -t# G; Awards and Recognition: -,- ' - ' .. ,d t?ar • 2001 Best in Real Estate by Minneapolis/St. Paul -- * 4a Business Journal•lib tior ` ' }: tl.. -. 11.1, . I A !` z ' ,r . ill rj Sherman COMPANY PROFILE: Development Experience ■ PHOENIX ON THE FAX is F I III 1 1 F �� 1 1 i y i. ' II 1 ! s Ii - Denver, Colorado Project Details Sherman Associates brought its expertise in urban • New Construction redevelopment to Denver with the Phoenix on the • 4,500 Square Feet Retail - Ground Floor Fax project. Located southeast of City Park along • 50 Affordable Apartments Colfax Avenue, and midway between downtown • Project Value: $10.5 Million Denver and the employment centers in the • Financing: Federal Low Income Housing Tax MPFitzsimmons redevelopment area, it represents the Credits, Tax Credit Assistance Program, HUD first new construction development in an area of Insured Mortgage, City of Denver HOME Funds, Denver quoted to have an "infamous" past. State of Colorado HOME Funds. Phoenix on the Fax has garnered the support of The Role: Developer, General Partner, Property Manager Fax Partnership, Denver City Council, Denver Office of Economic Development, State of Colorado, HUD, Completed: February 2012 Colorado Housing Finance Agency, and local investor RBC Capital Markets. The new construction project features 50 affordable rental units and 4,500 square feet of retail space. Completed in February of 2012, Phoenix on the Fax had tremendous interest from renters and leased up very quickly. ID Sherman r . I-"°c I a 1 E` COMPANY PROFILE: Development Experience THE ROOSEVELT /� - F' . ,%� �. P F ;i sew VIO F p- t" — - „(, - __ . E I" f HOTEL GR"e j` - r F I, f ROOSEVELT - -� -- : ..- rr f f- -...u.,-----=---7-,-__:-_,---7, - ;: - f' f 1 Y--+-: r "-'7 ti *- .- . Ali ismoft,t____, . - Cedar Rapids, Iowa Project Details The historic Hotel Roosevelt is a I 2-story masonry • Historic Rehabilitation building located in downtown Cedar Rapids. After • 96 Affordable Apartments sustaining damage from the Flood of 2008, the • 15,522 Sq. Ft. Commercial Space adaptive reuse converted the hotel into 96 apartment • Project Value: $I I.0 Million units with income restricted units at 60% AMI and • Financing: Iowa Finance Authority Mortgage, market-rate units. The second floor houses project Federal Low Income Housing Tax Credits, State • amenities that include a large community room, a fully- Historic Tax Credits, City of Cedar Rapids, EZ equipped fitness center, a laundry room and a business Tax Credit Equity, IFA 1602 Funds center equipped with computers for resident use. The first floor contains over 15,000 SF of commercial Role: Developer, General Partner, Property Manager space, and the remaining space in the basement was converted into additional, secure resident storage Completed: October, 2010 lockers. The historic designation of the building dictated the exterior restoration of the brickwork, the refurbishing of the windows, and the revitalization of the interior corridors and doors. After 12 months of construction, the Hotel Roosevelt now provides four studio, 59 one-bedroom and 33 two-bedroom units with upgraded amenities, including new flooring and fixtures, central heat and air conditioning, and a secure intercom entry system. III raS1 erman )CCI.ATE, COMPANY PROFILE: Development Experience THE RUSSELL LAMSON lat." . r----_ � _. '' I! iii iI i,;ii?,' � `A A» �1 tit II •'i ,,,t -- `� ,'+�' / °" --� M j!ii 1 .� i 1$1 1 I N i k I , _ { +.'�� . PO 10 ,.; 0. ,i!1! ��,,. t [1:fi, +i1 rrilir i 1... ..- - y t/ .rt '=3 ;—. s . Waterloo, Iowa Project Details The Russell Lamson Apartments is an eight-story masonry • Historic Rehabilitation and concrete building originally constructed in 1914. In • 90 Affordable Units that same year, an edition of the Hotel Bulletin refered to • 1 2,105 Sq. Ft. Commercial the Hotel Russell Lamson as "one of the most complete, • Project Value: $15.3 Million up-to-date and modern hotels to be found anywhere on the . Financing: FNMA Mortgage, Federal Low Income 0 American continent. It bears a very favorable comparison Housing Tax Credits, Federal Historic Tax with the best to be seen in any of the largest cities." The building has been on the National Register of Historic Credits, State Historic Tax Credits, EZ Tax Credit Places since 1988. Equity, EZ Sales Tax Rebate Before the renovation began, the building had been Role: Developer, General Partner, Property Manager previously converted into 75 apartment units on floors 3 though 8, with commercial space on the first and second Completed: August, 2012 floors. To minimize the relocation of existing residents, construction was completed in two stages. This allowed approximately half of the current residents as well as all the commercial tenants on the street level to remain in the building during the renovation. The newly renovated building contains 90 affordable housing apartments. The layouts consist mainly of studio and one- bedrooms, with a few two-and three-bedroom units. Within the units, the historic windows were refurbished, kitchens were replaced and bathrooms were upgraded. A new exercise facility was built in addition to a laundry facility. During the renovation, forgotten architectural pieces like the magnificent windows in the lobby were also rediscovered and restored. The end result provided high- demand affordable housing while revitalizing a Waterloo icon. ill � t ' `;}1(`1"i11W 1 _-- ' , ' 1 ' ' COMPANY PROFILE: Development Experience RUM ELY LOFTS ..!____ _._ I, ,, 3 __ _ _ 51 iii. f 0r 1 1, ki ; i 1: ' ' 1; iiil I ll . ; "'• I I' f 1. 11 .411 i ri3 I�i q _it Des Moines, Iowa Project Details As a historic landmark in downtown Des Moines, this • Historic Rehabilitation six-story structure was transformed into 66 affordable • 66 Affordable Units apartments and approximately 7,000 square feet of • 5,345 Sq. Ft. Commercial retail space. The building boasts a large 1,500 SF • Project Value: $17.1 community room and is accompanied by a computer • Financing: Iowa Finance Authority Mortgage, 0 learning center, a fitness center and an on-site leasing State Historic Tax Credits, Federal Historic office on the main level. Bike storage and surface Tax Credits, Federal Low Income Housing Tax parking is also available at the site. Credits, Other Funding Sources The units provide historic details coupled with Role: Developer, General Partner, Property Manager modern finishes. Original windows were restored and provide wonderful views of downtown and the Completed: October, 2010 surrounding area. In addition to the historical details of the apartments, residents enjoy unit upgrades that include in-unit washer and dryers, dishwashers and sink garbage disposal systems. S ra_Sher man A S,O C I A T E S COMPANY PROFILE: Development Experience METRO LOFTS # \ i: r t iomamo, .,...., • 1.,i*,--1 --,,verni //i/r7,- cri i I \ . -,-:, iiipa-- .7., 1 \ 141): .1/4_, ....t, ipp, , __ -414.00.."- '), :414411/4._ .... „1" il i i i --- Des Moines, Iowa Project Details Located in downtown Des Moines, Metro Lofts is a • New Construction four-story new construction development with a total • 102 Affordable Units of III apartment units. The building offers an amenity • II Market-Rate Units package including a large community room, fully- • Project Value: $21.0 Million equipped exercise room, a computer learning center, • Financing: HUD Insured Ist Mortgage, Federal 1 wunderground parking, secure entry, and an on-site Low Income Housing Tax Credits, IDED - EZ Tax leasing office and manager. Credits and Sales Tax Credits, IFA 1602 Funds, City of Des Moines, Other Sources The apartment units have modern, durable finishes. Residents enjoy central air conditioning, in-unit Role: Developer, General Partner, Property Manager washers and dryers, high-speed internet connection, energy-conserving fixtures, and an additional interior Completed: December, 2010 storage closet. Select units have walk-in closets, patios or balconies. With downtown Des Moines right outside its front door, Metro Lofts offers quality affordable housing in a convenient location. I rsherman ASSOCIATES COMPANY PROFILE: Development Experience LONGFELLOW STATION i • - ,_ _:ti,,-„,,.„ , I .0r vi H k , 1--"I':::' . . .4., la . I :_., I 0 1 ,.. ..,.-,‘ - ,... „ I , . 4_ -, : , .. j! 6 , tf II ! } y t 1: it i Minneapolis, Minnesota Project Details Longfellow Station is a 180-unit transit-oriented • New Construction development located along the Hiawatha Light Rail • 180 Rental Apartments Line in Minneapolis. Located within the mill district of • 10,000 SqFt Commercial / Retail Space the Longfellow Neighborhood, Longfellow Station will • 36 Market-Rate Apartments appeal to families and single adults that rely on public • 144 Affordable Apartments transportation to connect them to employment and • Project Value: $28.3 Million • educational opportunities. It is conveniently located • Financing: US Bank Construction Loan, Mass Mutual a few miles south of downtown Minneapolis with 1st Mortgage, Low Income Housing Tax Credits, easy access to major job centers such as Downtown MHFA Challenge Fund, Family Housing Fund, Minneapolis, Mall of America, The University of Affordable Housing Trust Fund, Minneapolis CPED Minnesota, Fairview-Riverside Medical Campus, and Deferred Loan, Hennepin County Affordable the Minneapolis/St. Paul International Airport. The Housing Investment Funds, Met Council Livable development of the Central Corridor Light Rail Communities Demonstration Funds, Line will give additional benefit to the residents of Longfellow Station when completed. Role: Developer, General Partner, Property Manager Emphasis in the design process has been placed on Anticipated Completion: November, 2013 unit and common area amenities in order to compete with market-rate product in the area. Units feature open layouts, dishwasher, in-unit washer & dryer, a built-in office niche, and fiber optic wiring. Common area amenities include a community room, coffee area, business center, fitness room, theatre room, bike repair area, bike storage, heated underground parking, a dog run, and tot-lot. Project Currently Under Constructions r�Sherman A s s 0 C IAT[S COMPANY PROFILE: Development Experience HARRISON LOFTS • it i E. i.i' I , , , , .,, El Emu '.. ' ;. ii II � , , 1 ;1 Davenport, Iowa Project Details Harrison Lofts is a new construction development • 3-Story New Construction of mixed-use housing and retail located on the 14th • 60 Apartments, 2 Retail Spaces block of Harrison Street in Davenport, Iowa. On the • 54 Affordable Units (40% & 60% AMI) street level, there are two retail spaces positioned • 6 Market-Rate Units along each of the 14th and 1 5th street corners. • 3,100 SqFt Commercial Residential parking is located behind the building, • Project Value: and retail customers will utilize the ample street • Financing: Iowa Finance Authority Mortgage, Low parking on 14th and 15th Street. The community Income Housing Tax Credits, EZ Tax Credit room has a large area for tenants to gather or watch Equity, EZ Sales Tax Rebate, City of Davenport television, and also provides workstations complete NSP Funds with computer and internet access. In addition to the community room there is a fully-equipped exercise Role: Developer, General Partner, Property Manager room and a laundry facility. The building will also have an on-site leasing office and is fully-equipped with a Anticipated Completion:July 2013 24/7 monitored security system. The 60 apartment units consist of efficiency, one- bedroom and two-bedroom layouts. As a mixed- income building providing affordable housing, the project targets single individuals and families. The units feature high quality interior finishes and amenities such as high ceilings, oversized windows, in-unit washer and dryers, energy efficient fixtures and appliances, and additional tenant storage. 111111 Project Currently Under Construction ��sIRTIMIU .,°` " ' `, COMPANY PROFILE: Development Experience • Public Profile • 4111 FINANCE&COMMERC E Novocracac CreClttGvZSO7 FINANCECOMMERCCOM„_ t a Tel Cr i . Journal ar C Rehabbing Riverside—Tills islnfcty =wd.Anaysts as,anmenary n lydale Ras Pa Lamgoly O•e anela/ax l5s . ILvd12011.y .Bs,:Id Published by Kavebrads 8 fanny LLP BY MARK DE ON ' Developer Begins Makeover of Largest Affordable m l < • " .e�ervatio Today Riverside Maaa l r+ E-ating the Future from he Pa.51" Housing Development in Minnesota complex in y, 9 AlumeaRolte West newaaxy.n� - ti _ I ; t---..bast-By Jennifer Dockery,Assignment Editor,XOVO radae BCo George Sherman - t'' ;/t N. 9 A Company LLP eda put and g. nd- - I I it Deja Vu I R oboe rob e.rce wv k o pl I ,. psi Wednesday '"a EI 1 1 I Minneapol wd w a; r, of lie Ian a .,i s- Nr . . ban De. IN )revitalization n - banding J • 1 a! e'` New Town..Tow,which ova Anon _.r and own, dw 'E I �.idro...Me d R"Minneapolis,t.:,, Wad�.� y ar ■1: .:,,, MI ai ti i 2011 the a Mary Tyler MOaei character in Mta aA,maot _ 'a - E •'has is the edyu, ti - :f; i \ NI 1 Premier LINT oe gMw-yet.within 'vats of.n )a '- M� Ile Ma�Tyl-M�« • cnrlde ,,....,m ( I .t'..►', 41 Ii 1 Development Ivn rom�plee.a,,u,eae,efepmentnad fallen wbabtimes director or me .1 l+ f, HUD had s...yy-d lM New Town plan.The development Minneapolis PAGE water fared hennan doer rem a,:of er aer ks In ' and tY Planning !. l N, . 198s,5hwan ASSarausaM others low- • and Economic ig/' income housing tae credit■urlrq pros - he 1 _ Development agency •l �'' �r I Sleuthing th po�Iora comeback a will a4 lead I"M helped ._ k t I Market Stud location of UHT.,along with to and federal historic tax �,- Wedresd»M he is - ''''.4°-i!�•- ,� J - PAGE credits lrOCSk aaegt (1a ,a RUO loan and ,wale that nena- Mae a,dshmcn fbrirentorol M niamulls Community Mavens EC "DeveMpene.Met,and - �_ ' M a Jr other public and private f complete a fIM mil- evm Wxu\leg Rank tar makeover of.1,303-unit de.Hapmem .r .. rc,lwrhood bas Iona George.Mrtwlpes.ent or Merman Assocates...bin some or Su renovations at...de Plaza �" heen Mnmwzporni wd:l•••••ge•r•we•l•rK ni.(starrphoto:sy Klotz) 1 j`+'f i ,O. ee.-.,-.m.-.-_ gaze a9s.,...A.m.. gateway for intent - Sherman Associates The following pages highlight some of Sherman Associates' recent awards and press coverage. More can be found at www.sherman-associates.com/media-center. • &sherman ASSOCIATE S COMPANY PROFILE: Public Profile Awards and Recognition 2012 Best In Real Estate - Multifamily Development or Redevelopment: Riverside Plaza 2012 Minnesota Public Health Achievement Award: Sherman Associates 2012 Property Excellence Award - Senior Housing: Blaine Town Square Senior Apartments 2012 Property Excellence Award -Affordable Housing 101+Units: Midtown Exchange 2011 Lifetime Achievement Award - Minneapolis/St. Paul Business journal: George Sherman 2011 Capstone Award - Multifamily: Grand Boulevard Lofts 2011 T. Timothy Anderson Award for Best Historic Rehab Involving LIHTC Finalist: Grand Boulevard Lofts 2011 Honorable Mention for Historic Rehabilitation: Grand Boulevard Lofts 2010 Property Excellence Award-Affordable Housing 101+Units: Midtown Exchange • 2009 Best of the Decade by Minneapolis/St.Paul Business Journal: Midtown Exchange and The Chicago Lofts 2008 Development of the Year: Syndicate Trust Building,St.Louis 2007 Affordable Housing Finance Magazine:Best Historic Rehabilitation: Midtown Exchange and The Chicago Lofts 2006 National Trust/HUD Secretary's Award for Excellence in Historic Preservation: Midtown Exchange and The Chicago Lofts 2006 Project of the Year:Adaptive Reuse by Multifamily Executive Magazine: Midtown Exchange and The Chicago Lofts 2005 Best in American Living by Professional Builder Magazine: Midtown Exchange and The Chicago Lofts 2005 Trillium Award by Builders Association of the Twin Cities: Midtown Exchange and The Chicago Lofts 2004 Best in Real Estate:Best Overall by Minneapolis/St.Paul Business Journal: Midtown Exchange and The Chicago Lofts 2003 Best in Real Estate by Minneapolis/St.Paul Business Journal: Falcon Heights Town Square 2002 Best in Real Estate by Minneapolis/St.Paul Business Journal: Burnsville Heart of the City 2001 Best in Real Estate by Minneapolis/St.Paul Business Journal: • Wacouta Commons r �,}lt`h1llw °� °` L t COMPANY PROFILE: Public Profile CreditAdvisor eservation Today sting the Future from he Past .-. Low-Income r: ' • r: I ' zoh . a1■ Dovebpmena p The Second Time Around ` r'_ a S thing th. rt.- Historic Minneapolis Housing Complex Under Redevelopment With Fresh Tax Credits ° ` i s he oversees his biggest project ever, A Minneapolis developer George Sherman is liv- and in need of rehabilitation. "We had known for a period of time ing out one of Yogi Berra's old lines It's déjà vu that the property's mechanical systems all over again. had to be replaced,"says Sherman. "Our first experience with low-income housing tax "The plumbing, both in domestic and I- credits was on this same project-Riverside Plaza-in hot water systems, had failed to the 1988.We acquired it through a negotiated sale from George Sherman q g g point of having routine emergencies HUD,which had foreclosed on it.And we did a bond and shutoffs and flooding of the buildings, because the transaction using four percent credits.We got a whop- pipes had deteriorated."Tenants often wait for 25 min- ping 50 cents per credit dollar[in equity], paid over a utes to get hot water, letting the water run and driving couple years" up the property's water bills. This time around, Sherman's outfit, Sherman Sherman planned to seek fresh housing credits for a Associates, is re-syndicating and redeveloping the mas- new acquisition/rehab transaction. But the timing was off. sive housing project-1,303 units in 11 buildings occu- "About the time we started to put a game plan pying four city blocks-using various tax credits and together for the rehab of the project and the re-syndica- other resources. "Hopefully we'll be done by October tion," he recalls, "the market for credits evaporated." In 2012,"says Sherman. addition,the massive size and scale of the development The$132 million project will involve more than$60 made it even tougher to win an allocation of 9%hous- million in renovations to the complex,which has about ing credits and to secure tax credit equity. "But that did- 4,500 residents, including a number of college students. n't stop us," Sherman notes. Work includes replacing the plumbing,mechanical, and After considering but ruling out an application for electrical systems;sealing the exterior of the buildings; 9%housing tax credits, Sherman Associates pursued installing new windows and doors; refurbishing all of the tax-exempt financing,which brings 4%credits.The U.S. apartments and common areas;and other improvements. Department of Housing and Urban Development(HUD) Nearly 90%of the apartments will be LIHTC units; agreed to provide a new FHA-insured mortgage, and the rest market-rate.Of the 1,303 units,669 will contin- the city,state,and others committed to provide$15 mil- ue to receive project-based Section 8 rent subsidies. lion in gap financing.The new HUD Section 221(d)(4) After completion,the projected initial monthly gross loan, nearly$50 million and funded by bond proceeds, rents for the LIHTC units will range from$545 for effi- has a 42-year term and fixed interest rate of 5.895%. ciencies up to$1,295 for three-bedroom apartments. But even with all these funds, Sherman still came up Market-rate rents will range from$795 for one-bed- short. "That still left us with a thirty to forty million dollar rooms up to$1,595 for four-bedrooms. gap. So we took the unusual step of looking at whether The improvements could cut the development's a 35-year-old building could be declared historic." annual utility costs-now nearly$3 million,or 28%of It's rare for a building less than 50 years ago to be annual operating expenses-by$500,000 to$1 million. certified as historic by the National Park Service. But As with other pre-1990 LIHTC transactions, Riverside Sherman Associates succeeded after just six months, Plaza wasn't subject to a 30-year extended use commit- and Riverside Plaza was listed on the National Register ment,but rather just a 15-year compliance period.After of Historic Places in December 2010. the compliance period expired, in the 2000s,Sherman Constructed during 1971-73, Riverside Plaza was Associates continued to operate the complex as afford- designed by well-known local architect Ralph Rapson, able rental housing. But by now,the development was Riverside,continued on page 4 www.housingonline.com June 2011 ■ Tax Credit Advisor 3 • rrsherman A S S O C I A T E S COMPANY PROFILE: Public Profile ■ Low-Income Housing Tax Credit • Riverside,continued from page 3 Riverside Plaza—Source and Uses Summary and reflects modernism and brutalist architectural styles. SOURCES The buildings range from two to 39 stories, and are 70% Tax-Exempt Bond Proceeds/HUD 221(d)(4) $49.950,000 concrete/30%glass with colored glass panels. Mortgage-City of Minneapolis,AFL-CIO Also significant is that Riverside Plaza (originally Housing Investment Trust Cedar Square West) is one of only two projects(the 4%Low-Income Housing Tax Credit Equity $29,106,635 - other is Roosevelt Island in New York City)built and AEGON USA Realty Advisors LLC Federal Historic Tax Credit Equity $14,767,244 funded under HUD's "New Town, In Town" initiative. -AEGON USA Realty Advisors LLC Under legislation enacted in 1968 and expanded in 1970, State Historic Tax Credit Equity $14,126,603.04 the U.S. government provided funding to encourage the MHFA-PARIF Loan $7,016,350.00 development of four types of"new communities" across MHFA-EHDC Loan $5,083,650.00 the U.S.The "New Town, In Town" communities, one of Family Housing Fund Loan $200,000.00 these,were to be very large self-contained mixed-use CPED-AHTF Loan $1,900,000.00 rental communities or "urban villages" with tenants of Met Council-LHIA Loan $575,000.00 low to high incomes. GMHC Loan $1,300,000.00 "This was just to be the first phase of a 10,000-unit Seller Note $2,000,000.00 project," says Sherman. "They only built the first 1,300 Rebates(Xcel/CenterPoint) , $400,000.00 units before both the funding stopped and the financial Cash Flow from Operations for Development ....$2,962,909.48 model stopped working." Underwritten for the larger, Deferred Developer Fee $3,000,000 ultimate size, Riverside Plaza struggled financially from Total Sources $132,388,393 the start and HUD foreclosed on its mortgage in 1987. USES AEGON USA Realty Advisors LLC purchased the Acquisition Cost $41,300,000.00 federal housing and historic tax credits, placing the Construction+Construction Contingency $65,030,914.00 • investment in a proprietary fund for investor Google and Architectural/Engineering/Legal Fees $2,640,000.00 providing nearly$44 million in equity.The developer Construction Interest $4,300,000.00 elected to receive about$14 million in cash from the Other General Development/Financine Fees $3,728,479.00 state in lieu of claiming the state historic credits. Relocation $2,250,000.00 The city of Minneapolis issued$69.9 million in tax- Reserves $5,139,000.00 exempt bonds, of which nearly$50 million funded the Total Development Cost $132,388,393 HUD mortgage, and provided nearly$2 million in afford- MHFA-MinnesotaHousingFinanceAgency CPED-City of Minneapolis Department of Community Planning and able housing trust fund monies. Other sources of soft Economic Development funds included the Minnesota Housing Finance Agency PARIF-Preservation Affordable Rental Investment Fund EDHC-Economic Development and Housing Challenge Program (two loans),the Family Housing Fund, and the Greater AHTF-Affordable Housing Trust Fund Metropolitan Housing Corporation. GMHC-Greater Metropolitan Housing Corporation Tom Streitz, of the City of Minneapolis Department LHIA-Metropolitan Council Local Housing Incentives Account-Metropolitan Livable Communities Act of Community Planning and Economic Development, praises the Riverside eitit-- , . Plaza renovation project and says it is able housing and market-rate housing meet, and an l' t ;. needed, estimating the local affordable important architectural symbol and an important symbol Arental housing vacancy rate at around to the immigrant community of Minneapolis.There's a 1%. "It's absolutely fantastic; it's some- lot of value embodied in those buildings." Tom Streitz thing that needed to happen." Riverside Plaza and the surrounding neighborhood He noted, "The city's investment and the other are home to many East African immigrants.The neigh- investment that's going into this building is a huge state- borhood already has a station on one existing light rail ment about what we see as the future of this neighbor- line, and a second light rail line will be coming through hood being a transit hub, being a place where afford- in the near future. TcA • 4 Tax Credit Advisor I June 2011 www.housingonline.com r&sherman A S S O C I A T E S COMPANY PROFILE: Public Profile businessinsider S 0 TARTRIfIJNE COM/bl1StNIs l • SECTION 0•MJNDAY.APRIL 11.2011 The industry veteran has weathered the real estate recession and managed to hang on to a$1.3 billion portfolio. ail •lal Muir ._1_, IT --111 LLIzii -I- - ts- 1 !L. _,-- R T - til_ r I (' ...k _. f "` 1‘11:111111klit , _ . . MHO IMYInatenvoTa•ar.arw•.rw.r;canal.r...Li. Developer George Sherman this march officially wdl break ground on the S 132 million overhaul of Rive Hide Plana In Mlnneapoia The patient developer III ON NOSINESS NEAL ST.ANTHONY Sherman,5:,an analytical biochemist by tie had to sell dozens of condos In the Twin trairtinp.has a lighter wallet these days.But he Cities,and 35 ituuty houe•rs thrw*Ch an Ill-fat- Four year.into a real estate re. 1;111 has a fwurr as a developer- ed foray Into Mat Sprinto,rank_(or as little as _, 'cession that's busted developers His diversified portfolio of rental lousing, SI)cents on the dollar.But so far Sherman has from the urban care to the corn- commercial buildings and hotels,most of it in not lost arty major properties to his lenders.lit i Acids. GeorfC Sherman 11 still urban center+of Mieuwapnib•St.doll.Ruluth knows ttk marked,keeps a conservative debt- standing. Des Moines and St. Louis.has lost several to-equity ratio that approaches 50 percent and -If t had to do it over again,I would have hundred million in value.Arad his lenders re- has demonstrated an ability to restructure deals stopped huilditsg saanrt and sold mcer fastrt: quir f Mien in 2titkt-OU to inject about 533 mil- outai4e of msorinMms,whkh these days are said the veteran developer and project owner-'i lion through asset sales and equity Into a port. clogged with lawsuits among developers,con• was fortunate.I had at knst one tire getting trac- folio that he estimates is still worth more than ;:nn throughout,- 51.3 billion, ftswm.n teetinw.an Ill• • T&sherman ASSOCIATES COMPANY PROFILE: Public Profile SHERMAN Y•GN DI _ Cities'higgest developers of sub The financial package got trac- sidired and workforce housing. tinn last December when the IS- inteit rs.lenders and ti-mtms. This mOtAlli he officially will break building Complex was grained sta- lids been donnish tough dm's ground ws M1S4uecvMa a biggest.0'. bus at the Nst►oris)Rcgturr of Hts• std he's more sophisticated than a er residential-project restoration. toile Places.'The designation en- lot of developers;saki Jim White, The SIR million overhaul of Riser- tailed Sherman to raise$78.9 mil- a former Mlsmcspalla development aide l'l.t,a near the U of M'a West Iletn in federal and state historic its official who vtatched Sherman due- t flank campus,a dew/omen'that's credits that he sold to investors to lug she 19804 and 1990s."lie was al- challenged and intrigued hint since help finance the project. ways,willing to do what was need- he and minority partner bought the To make the financial package cd when the cities needed develop- fumtcrcedar 5tptare West from the work,Sherman,under some pees. u ,. federal government fur S17 million sure fount critics.effectively cut Iris memo dune." in 1cM. devehynrwnr foe from Sit million to Sherman got in early and deep + r t 3U years ago as Minneapolis and airy" 'the then•contro eraul complex S.million,Sherman is buying out St.Paul used incentivees to redevel- - was horn in the early 1970s as a fed- other minority partners in the deal up their ateanddrrnl.polluted river- - entity hscked urban renewal effort aril adding Gong's-WS alimited pail- rronrs and riirnc'd skid rows Imo up •t. to help replace slums.Hut critics ncr through Its foundation.lie also scale art-and-entertainment nooks, �_ ,, called the complex a Soviet•styk has agreed to take the balance of the and upscale housing. is! maid of several towers around a devehpmw t fee over several years On a whim in 1978,while work- central courtyard and insduur cone out of cash flow from the prnket. irtg in sales for a medical compa- owls arrests*•dr,ssootpuoutw..ma nuttily rooms that house charter 'George does good work"said try,he borrowed S100,000 from US. schools and nonprofits.The corn- Tom Simile.the Minneapolis haus- Hank 41111 has primary lender,and GEORGE E.SHERMAN pkx hnaus 1,)00 apartments (or ing director who once negotiated bought a small Uptown apartment Age 57 ownearShen..an Associates students, immigrant families and with Sherman as a pining Legal Aid building,refurbished it and sold the tdarattont n.5.bsxhemistty 1976;MMA 1977-ahnlverady of Minnesota workers. lawyer. units as condominiums,stowing eat++nShenrun maned auytngarufceun nringU tawnMinnexpeilsavast. Wits-ti iutiertn.in took ovet,IT was Shermanhasapert.nnrleonnes-- about SI60,000. !bent bmddings into condominiums In1978;he built now townhouses on mostly Vietnamese and lirnong. tion to Riverside plaza.He knows "I had no idea what I was doing," the wiled former public housing on Mtnzwapobitsear North Side at 1979-31. Flow,the immigrants are;nosily So- immigrant kids who grew up to be Xlwrtrutn n'ealkd.Yet lit quit hit day Hrkknowntoturbanreewalstro Jett.that often indude public financing null cabdrivers, cnrpentets. skrcioss, Mb to(ocus on real estate projects. Today.Sherman employs 35o people whodevelup and nonage Sherman, Sherman is using a myriad of lawyers and businesuncr 1 like getting the numbers to owned apartment nail dings.tommercsalbuNdmgsandseveralhotels in public and private sources to fl- Tive lire coniptos inchides day canes, c work'said Sherman,a trim logger, Mirvteapolas.SsPac d,thdutkltwtttvtUr-Un Manses swift Lout*Sher- nonce nentwation,1k got a boost In a chance school.employ/twin ern- who grew up the son of a doctor ManvaMeathepart fole,atmarethanS1.1bluer- February when the ML-Ct1)Host- ier.eotnmumlW rooms itrid is tenants whose early death was tied toamok- Not abia preplan The 5131rntlllonongwng renovation o fl,3wo•usihRiver- big investment Trust committed association that Slwrman funds at lint and drinking.Sisertnati ttasabt- sidePlata(Cedar-Riverside)InMinneapolit.ihe$63mIUion Aloft Mtn- $50 rnulluoit in.imeiiakmst(rtttda to help about 5150,000 a year. stained for 2dd Yeats,weafA AS35 rtml• rtrApuhls Holel,2eawhCawlomirtWmsHMO near thtGu 9ule llrestti ah finance a restoration that WM rm. 'iktmy years age..the tenants ner's watch and drives a 10-year-old Washington Avenue;the 55S ma h=refmLlshmentof Duluth's(reysclon ploy hundreds of workers os-er the needed social services,' he said. Audi that spans 230,000 miles Plaza and canstrectionof the Sher-Men Duluth Hotel(20Ork the 577 million nest two years.The betiding-by- 'The 1401101 years I it has been edu- ShermanIsapoliticalindepen- Midtown ferhsngeApaflmentaandttdca}p Lofts Inthr former 5esn.Roe hnlldings crhaulwillIncludenew cation and empioyment.- dent who voted for independence buck butldtngois Stake Stied InMlnrmeapolts fiOUtrls and the 596 ryALon energy,mechanical,plumbing and Cecik itedmmr.the planning direr' Party candidate Tom Horner for WacoutaCominombowing-retallcompkxmdow'ntownit.Fau1(1001-0('1 kitchens. tor in St.Paul who once was an in- governor.Ile generally avoids po- Sherman phis to cut RIveceide'a ner-city housirgt developer.called litical contributions to municipal S3nsillionatuuulutditybill by alhird Sherman a patient des'ekiper. candidates.lie has contributed to fatuity and close associates. tune renovations of old buildings,in- and create amucltbctter place tolive. George works Works with the cennunu- Riptaislie-aits,lneli,miltig roomer U.S. `Orsehaps•rs have egos' am:- ctudityt his headquarter*at 2,13Pack Ik said the project has thrown off pity and the city."Iloilo/said,`He Sen.Nnrm Citiesnan and Gov.Tim kneiwledged Sherman. 'My ego Av.S.,where the Old Spaghetti roc, less than S2 million inrush flow over doesn't storm in and say,'If you Pawlenty may be quieter.but I Irke getting a tory Is the first-floor tenant.The of- the years,while requiring about$13 don't do this,I'll raise hear'He keeps Sherman and his,wife live In a good proncet to work.I like to have flees of Sherman and Associate*oc- million anrntally in repairs. hi*cool,lie wants to make money. house they paid SI million for now an impact.- copy the upper foot- 'We had to get ahead of this,- but he's In it for the lorsg Furt1- Interlaclren Country Club a decade Sherman has done upscale con- Sherman said."We were using the agog.Ile reads*tut,watcheedu Ilia- do projects on the Mississippi Riv- Major ra ovtttoa cash tltm'toctstwlantty(ix the prop- rwalsr.AMMO/•Cain nun, • tory Channel and hangs own with et.new housing projects and signs. Sherman also is one of the Twits coy." eu.+gnwrrualnag.oboe • Qsherman ASSOCIATES COMPANY PROFILE: Public Profile \tio'vogradac 0 .1 1 i 0 1 f Tax Cre 1 ,_, 1 ,,,,;„ 1 �e ,,Analysis and Commentary On Affordable Housing, Community Develof JilBlliilii' fia, ewable Energy Tax Credits 9y March 2011,Volume II, Issue III Published by Novogradac&Company LLP Developer Begins Makeover of Largest Affordable Housing Development in Minnesota 9 By Jennifer Dockery, Assignment Editor, Novogradac & Company LLP Riverside Plaza Apartments' colorful exterior repre- ►: 1 TM sents a colorful past.The apartment complex was the � 6 .;vti first phase of a U.S. Department of Housing and Ur- ' 1 ban Development(HUD) revitalization program known as -f i ' New Town-In Town,which planned to create a 12,000-unit .. - ^^ i 1 I mixed-income "utopian village" in Minneapolis, Minn.'s i 1. 1 Cedar-Riverside neighborhood. It was also the fictional I „ y - +►t i= home of Mary Tyler Moores character in later seasons of .% _ 1 - ISO The Mary Tyler Moore Show. Yet,within a few years of its '- _ 1 „ s• 1973 completion,the development had fallen on hard times. _ r te - " HUD had scrapped the New Town plan.The development .1� � 7,..- _ faced water shutoffs,rent strikes and mortgage defaults.In ..), -. - =_f 1988,Sherman Associates and others used the nascent low- q, . income housing tax credit(LIHTC)program to acquire the R development. Twenty-three years later, Riverside Plaza is ` - " poised for a comeback. Sherman Associates will use an al- location of LIHTCs,along with state and federal historic tax credits (HTCs),tax-exempt bonds (TEBs),a HUD loan and +l , ,=,,A other public and private financing to complete a $132 mil- • ,‘"•-,.,•• * 1 xt lion makeover of the 1,303-unit development. • it Photo:Courtesy of Sherman Associates A Storied History Riverside Plaza Apartments,originally called Cedar Square West, Architect Ralph Rapson designed Riverside Plaza,originally was built in the 1970s as part of the U.S.Department of Housing and called Cedar Square West,in the Brutalist style,which was Urban Development's New Town-In Town initiative. popular from the 1950s through the mid-1970s.Since acquir- choice vouchers.The campus includes a K-8 charter school, ing the 11 buildings,Sherman Associates has improved the grocery store and tenant resource center that provides social buildings, increasing the number of elevators in the 12- to services to more than 400 individuals each month. Many 40-story highrises and installing life safety features, such tenants attend the adjacent University of Minnesota or have as sprinklers.At present,Riverside Plaza houses more than recently arrived from Somalia. 4,400 people in mixed-income units; the development has 669 project-based Section 8 units and 634 market rate units. A Gargantuan Task Many residents of the market rate units also receive housing According to George Sherman, principal and founder of continued on page 2 r r� Sherman ASSOCIATES COMPANY PROFILE: Public Profile z continued from page 1 Novogradac Journal of Tax Credits C ° Editorial Board O 401...., PUBLISHER C Michael J.Novogradac,CPA a —1 MANAGING EDITOR 4 • Alex Ruiz , EDITOR C Jane Bowar Zastrow 73 , 444:%■ z TECHNICAL EDITORS Robert S.Thesman,CPA r �, / James R.Kroger,CPA G v f ftritte, ,0 Owen P.Gray,CPA -n ,� Thomas Boccia,CPA Daniel J.Smith,CPA >G 44;?;:.-e, , ri- ,I. CD "` ` ASSIGNMENT EDITOR � Jennifer Dockery rn GI STAFF WRITER —I Rendering:Courtesy of Sherman Associates Jennifer F WRITER I CI) Sherman Associates, putting together financing for Riverside's CONTRIBUTING WRITERS redevelopment was a gargantuan task; its size prevented Sher- Thomas Boccia,CPA Forrest Milder man Associates from applying for 9 percent LIHTCs and to reno- Jing Chen,CPA Lindsay Sutton vate its 1,303 units,the developer would have needed double the Brandi Day Annette Stevenson,CPA state's annual 9 percent credit allowance. Riverside also has the Brad Elphick,CPA Amanda Talbot,HCCP G.Tyler Gibbs,CPA John M.Tess most units of any property under a single HUD mortgage to date. James R.Kroger,CPA Stephen B.Tracy,CPA Peter Lawrence "Its greatest challenge has always been its size. It doesn't fit into John Leith-Tetrault any square or round hole,"said Sherman. PRODUCTION Jesse Barredo Sherman Associates worked with HUD,the state housing finance James Matuszak agency,the city of Minneapolis and others to obtain funding for the $132 million redevelopment. The city awarded 4 percent LI- Novogradac Journal of Tax Credits HTCs and TEBs to the property. AEGON USA Realty Advisors Information LLC (AEGON) provided$29 million in LIHTC equity and AFL- Address all correspondence and CIO Housing Investment Trust(HIT)invested in the TEBs,which editorial submissions to:Alex Ruiz/415.356.8088 were used to secure a nearly $50 million HUD-guaranteed first mortgage. Funding also came from the Minnesota Housing Fi- Address inquiries regarding * nance Agency's (MHFA's) Economic Development and Housing advertising op oportunitieS to: * Challenge program— approximately $7 million;MHFA's Preser- vation Affordable Rental Investment Fund program, — approxi- Editorial material in this publication is for informational 0 mately $5 million; City of Minneapolis affordable housing trust purposes only and should not be construed otherwise. o fund—$1.9 million;Greater Metropolitan Housing Corporation— Advice and interpretation regarding the low-income CD housing tax credit or any other material covered in this C $1.3 million;Metropolitan Council's Local Housing Incentive Ac- publication can only be obtained from your tax advisor. CA count program—$575,000;and Family Housing Fund—$200,000. 2 The remaining capital came from a$3 million deferred developer NOVO G RADAC fee,$2 million in seller equity,nearly$3 million in cash flow-open- ♦ & COMPANY LLP® ations for the development and$400,000 in energy rebates. ♦ CERTIFIED PUBLIC ACCOUNTANTS ©Novogradac&Company LLP "The key for us ... was getting HUD involved early in the scope 2011 All rights reserved. Co"s of the rehab,' said Ken Dayton, executive vice president of Oak ISSN 2152-646X Grove Capital,the HUD mortgage underwriter/lender. ND C3 Reproduction of this publication in whole or in part in any form without written permission from the publisher is "From the city's perspective, this project was about enhancing prohibited by law. . continued on pare 3 rrsherman ASSOCIATES COMPANY PROFILE: Public Profile Novogradac Journal of Tax Credits continued from page 1 the quality of life for the residents," said Matt Goldstein, senior C Advisory Board c LOW-INCOME HOUSING TAX CREDITS project coordinator for Minneapolis's community planning and < Bud Clarke BOSTON FINANCIAL INVESTMENT MANAGEMENT economic development's multifamily housing development divi- 23 Jana Cohen Barbe SNR DENTON sion."The project is consistent with the city's goals and policies.It CZ Tom Dixon BOSTON CAPITAL earned the most points of any project that requested money in the n Valerie White STANDARD&POOR'S CORPORATION 2010 round."He said Riverside Plaza received the points because Rick Edson HOUSING CAPITAL ADVISORS INC. it is a mixed-income development, preserves existing units, has C Richard Gerwitz CITI COMMUNITY CAPITAL a longer than required affordability period and because "every 71 Rochelle Lento DYKEMA GOSSETT PLLC public dollar leverages significant private investment" Sherman a John Lisella U.S.BANCORP COMMUNITY DEV.CORP. also agreed to hire 90 workers from the surrounding community. r" Phillip Melton GRANDBRIDGE REAL ESTATE CAPITAL The redevelopment of Riverside Plaza also fits into a larger im- G m Thomas Morton PILLSBURY WINTHROP SHAW PITTMAN LLP provement plan for the Cedar-Riverside neighborhood.The Min- -. Stephen Ryan COX,CASTLE&NICHOLSON LLP a neapolis Public Housing Authority renovated units at The Cedars X Arnold Schuster SNR DENTON in 2010 and the city is building two light rail transit stations on C7 Rob Wasserman U.S.BANCORP COMMUNITY DEV.CORP. the site's perimeter. 73 m CI PROPERTY COMPLIANCE After securing the LIHTC and bond allocation,Sherman Associ- Rose Guerrero CALIFORNIA TAX CREDIT ALLOCATION COMMITTEE Sharon Jackman SIG SERVICES LLC ates sought out a tax credit syndicator or investor that would be Michael Kotin KAY KAY REALTY able to invest nearly$34 million in LIHTCs. "It's complex,but it's Michael Snowdon MCA HOUSING PARTNERS an important project for the city. AEGON has the ability to take Gianna Solari SOLARI ENTERPRISES projects of a size that other syndicators may not be able to accom- Ruth Theobald Probst THEOPRO COMPLIANCE&CONSULT.INC. modate," said Anne Simpson, director in AEGON's Community Kimberly Taylor HOUSING DEVELOPMENT CENTER Investments Group.AEGON combined Riverside Plaza's LIHTCs and HTCs into an equity fund that includes Google Inc. as an HOUSING AND URBAN DEVELOPMENT investor. Sheldon Schreiberg PEPPER HAMILTON LLP Monica Sussman NIXON PEABODY LLP The National Park Service(NPS)added the 38-year-old Riverside Plaza to the National Register of Historic Places on December 28, ail NEW MARKETS TAX CREDITS 2010. The NPS agreed with Sherman Associates assessment that, Frank Altman COMMUNITY REINVESTMENT FUND as one of the few remaining New Town-In Town developments, Bruce Bonjour PERKINS COTE LLC the Rapson-designed complex is significant to the country's his- Neil Kimmelfield LANE POWELL torical record. The National Register designation qualified Riv- Marc Hirshman U.S.BANCORP COMMUNITY DEV.CORP. erside Plaza for federal and state HTCs. "That's helped raise $28 Scott Lindquist SNR DENTON million in additional equity,"Sherman said. Ruth Sparrow FUTURES UNLIMITED LAW PC Herb Stevens NIXON PEABODY LLP AEGON provided nearly $15 million in equity for the federal Mary Tingerthal HOUSING PARTNERSHIP NETWORK Tom Tracy HUNTER CHASE&COMPANY HTCs through the same fund that provided the LIHTC equity. Joseph Wesolowski ENTERPRISE COMMUNITY INVESTMENT INC. Riverside Plaza is also one of the first properties to receive credits through the Minnesota Historic Structure & Community Rein- C HISTORIC TAX CREDITS vestment Tax Credit program. The state Legislature created the 0 co ., Don Holm FARRIS BOBANGO BRANAN PLC program last year to encourage redevelopment. Under the pro- e ram Riverside is eligible for a 20 percent tax credit that Sherman John Leith-Tetrault NATIONAL TRUST COMM.INVESTMENT CORP. gram, g� I' 0 Bill MacRostie MACROSTIE HISTORIC ADVISORS LLC plans to return the state for a grant equal to 90 percent of its value, 3 .;y Donna Rodney BRYAN CAVE LLP or about$14.1 million. "We were struggling with gaps in the proj- John Tess HERITAGE CONSULTING GROUP ect....The state historic credit was absolutely critical.It really got the gap completed and got the project closed,"Sherman said. RENEWABLE ENERGY TAX CREDITS Ed Feo USRG RENEWABLE FINANCE Financing for Riverside Plaza closed on January 6 and construe- s ,: Michael Hall BORREGO SOLAR SYSTEMS tion began on February 1. Workers will replace the domestic '4 ..., Jim Howard DUDLEY VENTURES water, sanitary sewer systems and mechanical systems, as well ::;--r Forrest Milder NIXON PEABODY LLP as individual unit remodels. Sherman Associates plans to repo- Darren Van't Hof U.S.BANCORP COMMUNITY DEV.CORP. continued on page 4 1&sherman A S S 0 C I A T ES COMPANY PROFILE: Public Profile continued from page 3 Cvate between 60 and 100 units each month. During the units at the property.Sherman anticipated that the reno- renovations,residents will move into furnished "hotel" vations would be completed by December 2012.V. This article first appeared in the March 2011 issue of the Novogradac Journal of Tax Credits. O ©Novogradac&Company LLP 2011 -All Rights Reserved Notice pursuant to IRS regulations:Any U.S.federal tax advice contained in this article is not intended to be used, and cannot be used,by any taxpayer for the purpose of avoiding penalties under the Internal Revenue Code;nor is any such advice intended 0 to be used to support the promotion or marketing of a transaction.Any advice expressed in this article is limited to the federal atax issues addressed in it. Additional issues may exist outside the limited scope of any advice provided—any such advice does not consider or provide a conclusion with respect to any additional issues. Taxpayers contemplating undertaking a transaction should seek advice based on their particular circumstances. rn This editorial material is for informational purposes only and should not be construed otherwise.Advice and interpretation re- ygarding property compliance or any other material covered in this article can only be obtained from your tax advisor.For further information visit www.novoco.com. o - Of 1 A 3 r r i r;"s. I rasherman Ass 0 C I A T E S COMPANY PROFILE: Public Profile I. FINANCE COMMERCE VOL.124,NO.84 FRIDAY I APRIL 29,2011 • FINANCE-COMMERCE.COM OCOMenouuv PANY Rehabbing Riverside—`Ellis Island'of city BY MARK ANDERSON .• .1" It j: Staff Writer I , ' Y ' _ ii The $132.4 million ,I , ' , r- , renovation of the 1 ' Riverside Plaza hous- t i ;' " ` ing complex in ._ ,�. .• Ii;I Minneapolis' West , Bank started in ` \- , February, but owner •'- '11. -•George Sherman host- - 4e ed a party and ground- breaking on Wednesday — giving guests a glimpse of one , 1 of the region's biggest . r . housing investments • - and one of its most dis- Y -. 4 • '..— ) tinctive communities. "This is the city's Ellis Island," said Mike Christensen, executive director of the M i n n e a p o l i s Community Planning and Economic -Development agency. Christensen helped ` lead a tour on it Wednesday, but he is aware that the housing complex's West Bank neighborhood has long been Minneapolis gateway for immi- Mike Christensen,left,director of Minneapolis'Community Planning Economic Development agency,and George Sherman,president of Sherman Associates,explain some of the renovations at Riverside Plaza ' while a couple of residents walk by.(Staff photo:Bill Klotz) grants. The most recent arrivals are mostly ing 60 percent or less of the median metro from eastern Africa.About 80 percent of income. That makes Riverside Plaza the RIVERSIDE REDO Riverside Plaza's 4,400 residents are from biggest affordable housing campus in the Somalia, Ethiopia and Eritrea, said Midwest and the biggest single mortgage Fredda Scobey, executive director of the in the U.S. Housing and Urban 132.4M Riverside Plaza Tenants Association. Development department's housing port- The 38-year-old Riverside Plaza is big,a folio,said Sherman,president of Sherman Total project cost fact that has annoyed many of its neigh- Associates,which has owned Riverside for bors. But its scale also has enabled it to 23 years. a major portion of the Twin Cities' It's a city within a city, but that city 1 4deliver affordable housing supply. needs a big renovation About half the More than half its 1,303 apartments are $132.4 million cost will go to refinance its Sources of equity and debt Section 8 units,and 85 percent are desig- mortgage,while more than$65 million will nated as affordable for households earn- be spent on major rehabs: replacing RIVERSIDE TO PAGE 2 Ill 1 . aS�AS Ser11111 SOCIATc�ES COMPANY PROFILE: Public Profile Riverside Large complex provides big portion of affordable housing supply • plumbing,heating and cooling,and eleva- tor systems, and fixing wear and tear i' throughout the campus'interior and exte- rior public spaces. Sherman acknowledges those fixes have been needed for years."The system was designed poorly when it was built,and .- it's been deteriorating for a long time,"he said. "You can crumble the pipes in your hand." ."' -.,i,fir The result is a 30-minute wait for hot �+ water in the morning, residents say, and buildings that are cold in the winter and , fit hot in the summer. The renovations will end those prob- lems while offering hundreds of jobs. Sherman said the plumbing reconstruc- tion will keep 100 plumbers working steadily over the next two years,and city i / documents say the project will provide //, A. another 200 construction jobs. Y , The utility fixes will also make the proj- "Ai it ect much "greener." Sherman said the " . reductions in water usage and more effi- a� � i '' cient heating and cooling will produce$1 million in annual water and energy say- ings. The blueprints include new plazas on 4 the border of the campus,which will bet- ter link it to the rest of its Cedar Riverside neighborhood and make it part of a new pedestrian and bicycle path connecting i the West Bank's Hiawatha and Central NilNi Corridor LRT stations. Riverside Plaza is an enormous housing community, and the capital stack that is - f \l'il inancing its renovation matches the scale The $132.4 million project includes 14 tip; sources of equity and debt,ranging from the developer's contribution, state and a city funds,to the founders of Google and a union trust fund. Sherman said his team spent five years trying to assemble the package, knowing . Ar Nt . 4.111k that the deterioration was making it i urgent to get the project under way. At the heart of the financing challenge 4 I was the decision to keep the project 1 f iii. i affordable.That decision limited the pro- ject's income and its investor pool.It made a. Riverside eligible for low-income housing � NO ■ tax credits—but that source took a beat- ing during the recession. Proceeds George Sherman(center)says workers are renovating 60 apartments each month. dropped from 90 cents or more for a$1 tax Residents in those units live in temporary housing on the campus for that month.(Staff credit five years ago to as low 60 cents by photo:Bill Klotz) IP ShmASSerOCIATaE n S COMPANY PROFILE: Public Profile 1� • "`1 ) . 4 , .,,t.,.. ,,, A I, .. \.-2.0-' fr , ,,, . ,,,,,,, 1 ' a jy -.4, 1� ,, s - z ,./ , • Y }x e .4tz i r:: . *The 38-year-old Riverside Plaza,on the West Bank of Minneapolis,was designed by the architect Ralph Rapson.Riverside has 1,303 units,85 percent of which are designated as affordable housing.(File photo:Bill Klotz) 2009 and 2010. project's size, said Angela Christy, an er$15,000 a year to create a new Safety Sherman kept searching."It was like a attorney and tax credit specialist with Center on the campus. Rubik's Cube—we just kept turning the Faegre& Benson who advised Sherman. The campus includes the Minneapolis pieces hoping to find ways for the colors to 'An investor looks at this and says I can School District's busiest adult education line up,"he said. invest in 13 projects with 100 units, or I classes,with more than 500 people study- The pieces finally lined up in early 2010 can invest in one project," she said. ing languages or computer courses each thanks to the project's architect,the late "They're going to decide that this is a lot week. Riverside also has a successful Ralph Rapson. Sherman and historic easier to monitor." charter school that will double in size from adviser Charlene Roise put together a suc- Meanwhile,Riverside's latest residents its current 150 students when new space cessful case for historic designation based stand out in their commitment to educa- is created in the renovation. on the contributions of the renowned local tion and to self-reliance. "This is an Sherman said that 120 residents are architect — unlocking state and federal upwardly mobile population," said attending the Minneapolis Community historic tax credits that contributed $29 Christiansen of CPED. "They're looking Technical College now and hundreds million in equity. for opportunities to build their lives here, more are attending the University of The low-income housing tax credits and the city wants to help do that." Minnesota and other nearby colleges. also strengthened when they went to mar- The renovation budget commits "Part of Riverside's appeal is that it's so ket by late 2010.Investors paid close to 84 $150,000 annually for the next 30 years to close to higher education,"he said. cents for the credits,Sherman said. the tenants association, aimed in part to That strength came in part from the meet new learning challenges,and anoth- Reprinted with permission of Finance&Commerce Inc.©2011 • ashe rman T e s COMPANY PROFILE: Public Profile r ___.._ Ate Special Repoli i ntainis.rai.Framnont nil l nipy.tsw st,n no• ---- -- LIFETIME ACHIEVEMENT AWARD George Sherman a....., ..111..i I is Tall OM tad Wirt tuna'noire,lai a,1iel bin bangnShennin is d nittird*b i 1~ti5- '�► "011141. 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Aral wht hbd orThe limb* _., _ i '. --- totolaoeai„„,. . ._ be no ahn t iiy tear}.Y taped nip-u, •••-,.'^a . pewter.WW1 taw a,tirgeiu n el flit Yetith tlaaW srrnnan ha helm)rt ttalu.Minnsibinile Mat Mane ML1 hit GEORGE SHERMAN nnd>t ml dr.atnit liotcl real the Wank aawO�a h's dw.to0arrd ed OA blob'fo1.t note Roe,alhrre Theater .ryes_tamawaasaMSes.Yaind b 'hem,: ::mawaupoh One M In lt.i't Just upewgllt eat wet tit a^•n-ant row umed'Q-Ma Slienu,l ostr,Jhn ww haanpew}I *VW/unmet?and(Wm?in liatbro h rue edelan robe len S✓(mturn task-4ll•41 the an elan aid lam b dpdfaa-t Jnit+dopmats p alandt St alto bat Wu*?lW.,aMhtrthmwretriron rrrxaect-}ant Whin*c,oath lltvK:prt_ i*At earn inn Shtfhs iltlfaa taacasd i(Ytlasadaa tondo pmoEecn N.tint,ennih•td Oman 86a+r• ' iha ce.:R duelatr:r.M1u.t::helim r%taut - i WOjus1•htRdthe tietlntirtoonra i,eaideetl.(m,eaneMalm•d hbA11 G.1 ash gar .h.1 ',ISean Oat ISS Cann Lima name*duet*d d. hl Mai ny11y in-4p de;lest Wog.i•n let.aa* a it.i..:a tx.1 nalee- User land Lochs,tdlmrmdtt deem mew doing fJednelepee m SbemNr dd PHvets• u*epea4emcldu ead decode tn.the Bunten aW gamin at mat uratalsinnentnat. r<,.Si Rimed lie at tole In rnrekurkc the J ieutde eiapa. bikes Eaten..-.Eaten..-.*Mode dwraat swannetldeatad Fkl0imed*t hnd...mixtudhbra Sherman don&On to stmt*mese is),attoaadwoiltladtratl ttYpwo l-datg as•gran ramp*N sir hes delrta'Mee,usd Vie detarted man Mr*ski m Mk OW* !Ideal RbtMaainadl ta il,fad*paled fiat as an noted*ado embraces odes and 'liven ■ nmeadm.a mom In de Otiiir OtsQbt ad tura%Cheacetaa Iowa(bee**eIl(k• Wale.le on urban deedlpmanl.'he teat rros tb eta Wink t8Y ad at UM eilAlbatYkle pmeasl aamil lase 'lib been (thew pco$eda•d- 'VU heal two imbed de aura(..Sin awn OA dtsaatt a Ka. MOOS 011irmarg dot l7R obeli led- dlt•tant fitala We&.... ere dim thaw maw Whence at sod we o.mn,cd r"ts,Me la a v*frMmypr dl gd coeteaea verdant as t all le ewe lea* Men feeble WON* amts m at,aedat rna l Arias big Fns Ma* ea Ven.,a aatactdn,on?aw,Mae, WpaMMillflitilitan lat had Intaiat.ald* Imaltatsd awl tram- of weardi hoe a lag arhemeneesQlpdr Chum,new'w'ettie r.atlaea OM hesdaatildansaa laitmrtlp¢ mit nialkletsbie all .re an=rt t diun reef inetiag.wellin mama 'W MA w► *AMA and s bled was a mastemma tin do xmehnl eat-spew edchilenert IkeDU.OpiniMab4*hi dews Mdi•wn Fadmse`.e An Adhered' hetainabaom. sbcaMtnataaala tie eatusw Osnint ateeal4 • - lsaamain(undid sel bus a*Mtn ke ntaxe*lam*ml4lb aatta .tdelstH•ana lift ml ea** • r&sherman A S S O C I A T E S COMPANY PROFILE: Public Profile 1 • 1 ID Sherman ASSOCIATES 0 233 Park Avenue South, Suite 201 • Minneapolis, MN 55415 Phone: (612) 332-3000• Fax: (612) 332-8119 www.sherman-associates.com Attachment A.2 Sherman Associates Development Highlights r&sherma n Cedar Point A S S O C I A T E S Redevelopment Location of Development Highlights •avton • o a — Ma+n St NW 242 i Johnwille 12Stn Ave NF r`14 A'orld • United States • F.IN • Anoka Ca 0._ 0._ < N > zw \'� v Coon Ra ids �Li o�atces Champlin 165) f�—'' Blame J�- Centerville Lake jj) •• Reshonau Lake /Circle Pines l . . . _ ---}m- 6to Lexington \� Osseo Arden �, Spring Lake Park '� Hills _, si Brooklyn Park Army . Mounds Vlev Maple Grove I isi) (1 Training Pleasant Lake Fridley "' Arden Hills Shoreview 961 i) 10:1_91 ogle tak: © Brooklyn 65 ;1 Center Vad Pike Coke New Bri9htoti� �_, Heig New Hope �' Columbia Heights CD 3! l Crystal Robbinsdale St Anthony • r Roseville lymouth done. • Med 'ne Lake `1 36 - r 169 IT - !1 I Lander dale Falcon 0 Golden \\ Height to II Valley •Minneapolis 1 kit\ I , �'\ 280J ay H EN N E I P I N 'i y Minnetonka St Louis Park Lake Call) n d S Paul �r i i� I 2 miles 2 km 10 2013 Microsoft Corpora ton m2013 Nokia Heritage Park • Blaine Town Square Falcon Heights Town Square • r&sherrnan Cedar Point ASSOCIATES Redevelopment • Heritage Park Senior Campus Y ....M I -N.:.3 �a+sirm •ql 9 !' + 871 tr ,J 1 ,'r i.. 1 y' nu ''i i d ' L ; ; L _ _ i ..,..1,/,,...,,, ` T, tjlionit ,+° .r. n s .p 1 _ a i ak.' -CF. "f y 1. . Sherman Associates partnered with Minneapolis Public Housing Agency(MPHA) to develop a portion of the Heritage Park Senior Campus located in North Minneapolis. Heritage Park contains a first-in-the-nation assisted living and memory care public housing development named Thomas T. Feeney Manor. The development components that Sherman Associates worked on consist of the Thomas T. Feeney Manor and Heritage Park Senior Services Center. The buildings were designed and built under Green Initiative standards that demonstrates energy savings; creates a healthy environment; utilizes renewable energy resources, such as solar and geothermal; and enhances the local ecosystems through innovative storm water management systems.Architect ESG worked with both Sherman Associates and MPHA to design buildings that served the special needs of the future residents and tenants alike. Since Memory Care residents have specific needs, special attention was given to the interior design that addressed everything from materials to floor carpet patterns. • • , _ __....__ • • -- enhanced assisted living or memory care assistance. Type: New Construction Apartments, Senior Services& Memory Care Facility Size: 48 Unit Feeney Manor(24 Units Affordable Memory Care, 24 Units Assisted Living) 50,000 ft2 Senior Service Center(Anchor Tenant is a Senior YMCA Facility) Schedule: Approx. 13 Months Construction Sources: HUD American Recovery and Reinvestment Act, New Market Tax Credits, Energy Rebates, Environmental Response Fund Grant, City of Minneapolis and Minneapolis Public Housing Authority. Role: Co-Developer ili � `� ►f� / 1... ,.--..... - \ r if • , _ \ .. . _ , ' . 1_ , _ , t. ,... i ------ ,• ,, .‘ . III sherman _ Cedar Point AssoCIATEs Redevelopment Blaine Town Square 4,4 ''''f 'le. 410 'tj+--y{i ! = 1 `Tr y „ i r{ 3 t � h y”-.f.I• f -y./ rat �/r- i r + `r jjr �� S , �° a .l p1.4 t ....;;I:7.7„'.."- 1 --11 ;-, , N.' i=iu1 y 1 `'^--- u � r+•�1 4,144:li 1:�t 1) 111 r' i ��4.-::, -it No 1I1_'y 'rd in1 ti . a l "`g �- U IN Ili I . i, t III i ,Y I_ ull. .zi ii R / t �' 1a iljJ -- ._P iu I viii ia'.,- '' tl Ii;rte'-I N11 � _.11I iii' 3 e.OPly�.. f,.-r -sna.� '�- Id ,.�'..* _ I y� r -,." `',..,,.'7-',-,-. v r' 1.. ! 1l Ww'ffIf=Il11j�11 '1'rr ^ a''?- �tI' f ' +? w` a-- f' _� 1si'� iw t.. t� r�,.�L�/` b r 117r 7'�ly;rJi/ t`• i - ��'<.; '�< -�. ..rib*"‘'-_ ', + ►..r+ r• r,, �! •A.r �f !}�, .t r .'�".r'', r f �•IJ.. `�•• Completed in 2005, Blaine Town Square Apartments is an independent senior community located in the Town Square redevelopment neighborhood of Blaine. Focusing on creating a pedestrian-oriented, new-urbanism type development it has redefined the area and created a sense of identity. The building itself houses 87 senior apartments for residents 62 years old and better and includes ample amenities such as a fitness room with an adjoining indoor pool, a media center with computers, a car wash, planned resident activities, and a salon. Within the Blaine Town Square neighborhood there is a medical clinic, a bank, a few restaurants, and a park situated directly across the street. Sherman Associates Type: New Construction Affordable Apartments, Independent Senior Living Size: 87 Units Schedule: I I Months Construction Value: $13 Million Sources: HUD Insured Mortgage, City of Blaine Tax Increment Financing, Private Role: Developer, Property Management, Owner. J ,, 01144111111111111. - , ?=r0146°4-.. • • r&sherman ______ Cedar Point ASSOCIATES Redevelopment Falcon Heights Town Square Senior iilt , ai ,� J !!!!!!! r. � hk (II' �'.ii J J r �. :! rr�� "Sr, - : 1 4 +gym 2; � i Developed as part of the Falcon Heights Town Square development, Falcon Heights Senior Apartments is a senior community providing 56 apartments for independent living.The successful partnership with the City of Falcon Heights relied on a strong redevelopment process and public involvement process that developed a vision for the area. Compatibility with adjacent neighborhood was important.The building amenities include a fitness room, a large community space, a car wash, planned resident activities, and an on-site leasing office. Falcon Heights Town Square won Best in Real Estate in 2003 by the Minneapolis/St. Paul Business Journal. Sherman Associates Type: New Construction Affordable Apartments, Independent Senior Living Size: 56 Units 410 Schedule: 14 Months Construction Value: $8 Million total project Sources: Private, City of Falcon Heights, Minnesota Housing Finance Agency, Metropolitan Council, Family Housing Fund, Ramsey County Role: Developer, Property Management, Owner WEST T_AWETTTEWT AVEP E Igi ? j Ili ` I w►. e .. citF, IA P' v 1 Li er `,�, I 1 .:ie 4 Eli; i111 f 1''r•,Wei°""" "J k,T ►- ' [ '.g 0 I I4 • 4 " — — - fil e, r&she ' man Cedar Point A S S O C I A T E S Redevelopment SECTION CONSULTANT & DESIGN TEAM • r r&sherrnan Ac — — — — — Cedar Point ASSOCIATES Redevelopment KAAS-WILSON ARCHITECTS ollin Kaas & Link Wilson 2104 S 4th Ave Minneapolis, MN 55404 P: 6 12-879-6000 Profile Kaas Wilson Architects has established itself in the Twin Cities as a leading design firm of specialty housing projects especially those focused on places and spaces for frail adults. Kaas Wilson has also emerged as an innovator of creative commercial projects. Our reputation for high quality work and cost-effectiveness keeps clients coming back for more while word-of-mouth referrals draw in new business. While we keep our regular expenses low, we invest in cutting- edge design software and the fastest computers to increase our productivity. To add value and streamline project marketing for our clients, we now offer additional services such as web and graphic design. An architect's role is more than drawings plans and elevations; it is to take a client's ideas and deliver their message to a variety of audiences. These audiences include finance agencies and builders who are an integral part of making a client's dream a reality. We also proactively establish good communication and working relationships with neighborhoods, planners, and city board members. This preparation helps us avoid subsequent delay and makes it possible to find a solution that works for everyone. Aging in Place Maas Wilson Architects has expertise designing environments for seniors and individuals with special needs. We continue to evolve the Continuing Care Retirement Community model by incorporating better and better memory care wings and amenities such as intergenerational daycares, cooking demonstration areas, theaters, cafes, beauty salons, and fitness and wellness centers, in addition to restaurant-like dining facilities and community rooms worthy of a club. These amenity spaces are also designed with future flexibility to meet the savvy demands of the next generation of seniors. We strive to deepen our understanding of the physical and environmental needs of the aging body and we look for opportunities to share this depth of knowledge with the greater community. Our team members have volunteered in nursing homes, sponsored booths at community remodeling fairs, and lead workshops and lectures for baby-boomers and seniors regarding Aging in Place. These opportunities for direct discussion with seniors, and those who care for them, help fuel innovation toward person-centered care in our projects. As architects, we synthesize a myriad of elements to create a home. We orchestrate issues such as ceiling heights, window locations, day lighting, lighting fixture selection, and color and finish selection to provide adequate light levels for the aging eye and to control potential sources of glare. To optimize the health and well-being of the people that live and work in these spaces, we take a whole-systems approach to design from the beginning, utilizing sustainable design principles, and a deep understanding of mechanical and electrical systems in all of our projects. We bring together architecture and technology solutions that allow staff to spend as much time with residents as possible, as this is what person-centered care is really about. Kaas Wilson Architects has a reputation for understanding all the needs of those for whom we design, while maintaining cost-effectiveness. Please refer to Attachment B.I in this section for Architect Relevant Experience 111 r&sherman Cedar Point ASSOCIATES Redevelopment BRYAN CARLSON PLANNING & LANDSCAPE ARCHITECTURE Bryan Carlson • 212 SE 2ndStreet, Suite 319 Minneapolis, MN 55414-2135 Tel 612-623-2447 Fax 612-623-7810 Mobile 612-578-2447 Background Bryan Carlson is a skilled landscape architect, planner/designer with more than 35 years' experience. He has numerous award-winning projects including Kochi University and Nara Institute,Japan , East Texas Medical Center, TX; Mayo Clinic, FL and AZ;James W. Riley Hospital for Children, IN; Peninsula Papagayo, an exclusive destination resort community in Costa Rica and has just won the Minnesota WWII Veterans Memorial competition. Bryan works to creatively solve client needs and optimize the attributes of each site. Academic Background • Bachelor of Landscape Architecture, University of Minnesota, Minneapolis, Minnesota • Bachelor of Arts, Landscape Architecture, University of Minnesota, Minneapolis, Minnesota Academic Activities • Archaeological Research, University of Minnesota, Messenian Expedition, Kalamata, Greece • • Visiting Critic, College of Architecture and Landscape Architecture, University of Minnesota, Minneapolis, Minnesota • Cultural Studies, Balaeric Archipelago, Barcelona, Spain Registrations • Registered Landscape Architect in Minnesota and 10 other states Affiliations • American Society of Landscape Architects (ASLA) • Minnesota Chapter ASLA • Professional Experience • Bryan D. Carlson Planning and Landscape Architecture, Minneapolis, Minnesota, USA est. 2000 • Senior Vice president, Design Principal, Ellerbe Becket, Minneapolis, Minnesota • Managing Director, Ellerbe Becket, Tokyo,Japan • Project Landscape Architect, InterDesign, Inc., Minneapolis, Minnesota • Faculty Landscape Architect, University of Minnesota, Minneapolis • Landscape Architect, Herb Baldwin Landscape Architect,Jordan, Minnesota • Project Architect, University of Minnesota, Messenian Expedition Please refer to Attachment B.2 for Landscape Architect Relevant Experience • r&sherman Cedar Point ASSOCIATES Redevelopment DENNIS O'DONNELL 02756 Ethelton Way Apple Valley, MN 55124 Tel 952-423-6193 Mobile 612-868-6445 djodonnell52 @gmail.com Executive Summary Accomplished professional with over 25 years' experience in all facets of the senior housing market on a local and national level; with a strong concentration and success in property development and multi-property supervision. Was an integral part of a company from start-up through years of successful operations, marketing, acquisitions and profitable sale. Supervised 35 senior properties in twelve states and was involved in all areas of operations, including food service and marketing. Possessing an unusually strong financial background, negotiated with sellers, buyers, lending institutions, and government agencies through the due diligence process for acquisitions, refinancing, management contracts, and the selling of properties. Academic Background . Developed, built and opened two new communities consisting of 224 units valued at over 51 million dollars in the last three years. . Thirteen of the properties listed under Property Experience were new developments. a Pro-forma and initial market analysis for potential acquisitions and development opportunities. . Experienced in all senior product types: o Independent living o Assisted living o Memory care • Nursing care o Transitional care . Have served on the Board of Directors of Care Providers representing Residential Senior Housing. . Have been the Chairman of the Housing and Community based Services Cabinet for Care Providers of Minnesota. . Co-chair of the Assisted Living Committee for Aging Services of Minnesota. . Worked with several national hotel management companies, gaining a broad range of experience in all areas of food and beverage management, operations, staffing and safety programs. . Graduated cum laude from the University of Wisconsin-Stout with a Bachelor of Science degree in Hospitality Management. Please refer to Attachment B.3 for Consultant Relevant Experience rasherman -- -- - -- Cedar- Point ASSOCIATES Redevelopment • Attachment B. I Architect Relevant Experience • • r&sherman Cedar Point Red ASSOCIATES Redevelopment Pr Ilk y oc who Similar Project Experience (Senior) k .r hit- t- Experience in: The Seasons at Apple Valley • HUD financed CCRC project Apple Valley, MN • Senior Apartments • Environmental Sensitivity Iii Address: ( :- ; ` tail.a „;-? a 1670 Legacy Parkway E, �t• •' �1 n Maplewood,MN 55109 i r ,at -.� ' ”` m1 Int na Construction Cost: t. 1 '1 ' 2 $18.2 million Square Footage: 171,500 square feet Timeline: — Design-2.5 months v • — --. Construction 12 months 411, s - I., Ti I. September 2010 1111 Client: \ Ecumen ` -Contact:Julie Murray �/� -Phone:(651) 766-4340 ,. i 411111111146 . -E-mail:juliemurray @ecumen. .....- o rg *fir - KWA Project Team �3. Members: c Link Wilson,Collin Kaas,Enrico Williams,Kim Behrens ;.. Niummir Units: tom;: 134 total ' mss. i` Site Features: i i • Nature Trails to adjacent gyp wetland " • Outdoor Courtyards ;. • Memory Care Garden �a„ Residential Features: 1.• Fireplace Lounge&Coffee Bar . .1. '" • Public and Private Dining *. Or Theater • Fitness Room,Salon,&Spa • Creative Arts Room Description: • Library The idea of a senior living community at this location was embraced by the city • Chapel and is a key component to what Apple Valley calls the Central Village:a walkable, multifaceted,nearly 30-acre redevelopment in the heart of Apple Valley.The design team felt a particular obligation to create a welcoming,vibrant environment full of unique amenities where residents feel at home throughout the community. The permanent residents and their regular visitors frequent the neighborhood restaurants, IIIstores and recreational areas. Awards&Recognitions: -Winner,2010 Best in Real Estate—Senior Living Category,Twin Cities Business Journal 2104 4th Avenue South,Suite B,Minneapolis,MN 55404 \ 612.879.6000 \ www.kaaswilson.corn r aQ IIN If A y Wiiso, Similar it- Project Experience (Multi-family) Experience in: The Crossings at Valley View • MHFATaxCredit Bloomington, MN • Affordable Rental Housing , • Green Communities Criteria Address: s= 8735 Portland Avenue S., Bloomington,MN 55420 _ �, Construction Cost: $6.3 million Square Footage: 87,600 square feet ? , 4 _ "' ir Timeline: III r Design-3 months f Construction 10.5 months et ` r� x . 4. , . 1 • M Completion Date: - .31 5, ..,,'/ ,. July 2009 ! l . ' Chen ithi t` Sherman Associates `� '"� -Contact:Tony Kuechle -Phone:(612)332-3000 -E-mail:tkuechle @sherman- associates.com �- . v . gi IIIII) KINA Project Team Members; II -'•'-" e Collin Kaas,Enrico Williams Jam' _,..-...--7,i l i Link Wilson �j ' r ;, . - I. A ;rr , - i - '4,!0 Units: �r I •_ al a, t �' 50 units ,& +e --- ._k. . n r - .. „ �4 Features: "" "i.n,{i I _ • Individual Storage Units • Community Room • Tot Lot Description:Kaas Wilson collaborated with Sherman Associates to create this green • Connections to the Existing workforce housing on a brownfield site. Located on a bus line and near schools Neighborhood and a library,this four-story building was designed to provide homes for families with • 1:1 Underground Parking modest incomes. A mix of two and three bedroom units were designed with the needs Garage of parents with children in mind. An on-site playground and proximity to the local library also make it attractive to young families. Methodology:Several strategies were employed to maximize the use of the site and to keep the development affordable. A nearby utility right-of-way became a storm water infiltration pond.Native species were selected for the landscaping,minimizing irrigation demands.Both the structure and floor plans were carefully designed for high efficiency at minimal cost. Meeting the Green Communities Criteria had the added benefit of lower utility costs for renters. Parking was located under the building to create room for a children's playground. Together these strategies make family housing affordable,sustainable,and attractive for a market segment that is currently . under-served. 2104 4th Avenue South,Suite B,Minneapolis,MN 55404 \ 612.879.6000 \ www.kaaswilson.com I Ilk IF 1 wi+o Similar Project Experience (Senior) ■ A architect 4110 Experience in: The Seasons at Maplewood • HUD financed CCRC project Maplewood, MN • Senior Living i}• Environmental Sensitivitiy Address: .• 1670 Legacy Parkway E, - "' i Maplewood,MN 551090i• „.r Construction Cost: • i`r . .. ,rol • I•$18.2 million ,1,�, � a _ - • n. r ' -- - Square Footage: ' I ` i •,r, 212,000 square feet • r,� . Timeline: `' •. ..- x ifilwie wit'tr Design-2 months Construction- 12 months Completion Date: September 2010 • • Client: \ Ecumen -Contact:Julie Murray _ • •I an -Phone:(651)766-4340 _ 1� r4. • -E-mail: . juliemurray @ecumen.org i - i fit- ill -- m KWA Project Team O Members: c c Link Wilson,Enrico Williams,Kim flit.'" `' Behrens o o a- Entry Units. f t' ' `� `'i 150 total �., ±Rvr. 1 10, {M '03 '02 Pcb Site Features: �. --�— - ` ko `� / 103 10., S .. • Nature Trails to adjacent MemoryCoe , Moo Entrance 1 common y aMeoay" Aco,n Creanva /107 10 wetland 1 lm,„et . Art • Outdoor Courtyards 132 00 <<eR°°m' rt�� 09 f Ad Lobby?' Re hmem • Memory Care Garden "" i i - = L' Amb CI"b A,,,,, Mane.; Fitness 4 CheVs Kitchen Lemes � Salon& Ceme Residential Features. ' Room R,,,.oA Room 5j° _ • Fireplace Lounge&Coffee Bar �- r , • Public and Private Dining Theater • Fitness Room,Salon,&Spa Description:Financed with the HUD(Housing and Urban Development)232 • Creative Arts Room financing program,this senior housing facility is located in the northern suburbs of the • Library Twin Cities,adjacent to the Maplewood Mall and St.John's Hospital.The 130,000 • Chapel square-foot community will have 150 apartments on four levels,comprised of 120 one-and two-bedroom independent living and assisted living apartments. A memory care neighborhood will have 15 apartments,as will an enhanced care neighborhood. Amenities include ala carte services based on the needs and desires of each resident, a community movie theater,fitness center,arts studio,restaurant,private dining room, café,and more. • Awards&Recognitions: Winner of the 2010 Best in Real Estate Awards for the Minneapolis/St.Paul Business Journal 2104 4th Avenue South,Suite B,Minneapolis,MN 55404 \ 612.879.6000 \ www.kaaswilson.com / pQ- A Wilson Similar Project Experience (Senior) A .r hit- t Experience in: Nine Mile Creek • • HUD financed CCRC project Bloomington, MN • LEED Certification • Senior Living Address: 2301 Village Lane Bloomington,MN 55431 Construction Cost: $ : ) 134,250 square feet A i Timeline: Design-2.5 months )ti.1 tit 1 Construction- 12 months Completion Date: X40 d 1 i i April 2010 i ►I * ; Client: C . T ' �y y • Greco Development, LLC ,� - \ -Contact:Brent Rogers -Phone:(612)630-2542 ' -E-mail:brogers @grecollc.com KWA Project Team , 0 41 Members: , j • Collin Kaas, Kim Behrens,Ryan k' . '' N Dupuis j '_�t i`i q.. f 0 Units: '.1,i1111 - i 4 ice,_;.1 !"-•-•,..,t.. ii ie, -1 jikt,93 total )i � ' ^a TDO S $0 f 1 Residential Features: — r • Commercial Kitchen z ';tom` • Residential&Private Dining Rooms • Community Room • Beauty Salon&Spa with Description:Senior citizens will be served in this 93-unit catered living residence 1 Massage Therapy which is part of an already constructed condominium and town home development. Fitness Center �' The architecture,site lighting and landscaping of the new catered living residence • Movie Theater blends in with the overall campus.The interiors are of a craftsman style with emphasis • Digital Recreation Space on lighting,day lighting,way finding and ease of use.A full range of meal services, • Library&Parlor including ala carte options,will be available to all residents to aid in the aging in place process. s Methodology:From the beginning this project was a search for the proper use on the site.The process was collaboration with the existing neighbors living on the campus and the city at large to reach a reasonable solution on a very tight site.The grounds where designed to allow for a planned access to a city trail system that connects several regional parks,but at the same time increase the amount of existing resident parking both on grade and under the proposed building. Awards&Recognitions: • 2010 Best in Real Estate Award finalist for the Minneapolis/St.Paul Business Journal 2104 4th Avenue South,Suite B,Minneapolis,MN 55404 \ 612.879.6000 \ www.kaaswilson.com V V 1 hit o ect. A Similar Project Experience (Senior) 0 Experience in: Inver Glen Senior Living • HUD-financed CCRC project Inver Grove Heights, MN • LEED Certification t > • Market-Rate Rental Housing .0. Address: 7260 South Robert Trail Inver Grove Heights,MN 55077 $14 a 144111111°I' . , 4Az t i' 1 Construction Cost: i- 1� {- .-. " �, I $13 Million t _ 1 ' ,�. Square f=ootaye: �� I.�i1l1�`� .�__,•" �� . . �:.i F r-= .J 128,800 square feet ,§'_ ...--.�+ �► .,, Timeline: Design-3 months 7 , • ^ Construction- 12 months `'w �' ' �r 4 Completion Date: !. y t' -- - •al October 2009 �w _ . Client: -• . , �-- Southview Senior Living I) 1110 - 4t. \ Communities 1011 . -Contact:Lance Lemieux -4 ""w' 11111L1' 4IU: I + J -Phone:(651)454-4801 - — E-mail:lancel@ , -° • southviewcommunities.com � , � --`� <• ,, O KWA Project Team " ,, +," vi Members: , Collin Kaas, Ryan Dupuis Description:This recently completed 102-unit LEED-registered project serves -7-;- Site Features: independent seniors as well as those requiring assistance in daily living or memory • LEED certification care.A full range of meal services,including ala carte options are available to all • Walking trails connecting to residents.To create an inter-generational environment,an on-site preschool for nearby the neighborhood families and the neighboring church has been incorporated into the building and is • Landscaped retention bio connected to the church with a walking trail. swales Methodology:The building's form and its site design reflect a project conceived for Residential Features: and shaped by its context.Three stories tall and in the Craftsman style,the building • Inter generational Preschool wraps around the crest of a hill to provide commanding views of the adjoining green • Commercial Kitchen space.A neighboring church provided the opportunity to create a shared vehicular • Residential&Private Dining entrance and parking area which also serves the preschool.Among the strategies Rooms employed to achieve LEED certification,all storm water will remain on-site and flow • Beauty Salon into the pond rather than going directly into municipal storm drains connected to local • Fitness Center waterways.Other site improvements to maximize water infiltration will include water- • Library&Parlor permeable paving,landscaped retention bio-swales,and infiltration basins. 2104 4th Avenue South,Suite B,Minneapolis,MN 55404 \ 612.879.6000 \ www.kaaswilson.com V lik QQ- A wilSO Cutting Edge Project (Haiti-family •r -hit- t Experience in: Oaks Station Place ID • Market-Rate Rental Housing Minneapolis, MN Address: 7 -� 'Alk 1 ,/ �� - 3550 East 46th Street .. Q►` ' : :s4O6 neapolis,M 1111 ov- }, ` ' \ $15.5 million .� - (.0 4 a F \ \ , - - Square Footage: 1 � :� tt;, --A,' ``�` `\� ,ttE�C 170,000 square feet y� a `°'a i \ \ S � et 4" • • A\, \ �G..- S\ F Estimated Timeline: = t\ o- Design-4 months =Aso-= , Iii " 4 _�' rt ` ` 's9 Construction 13 months ;K �\ Q p s • Completion Date: r_.� w !. 1 ,_ ,, ,, Q tic, ;, September 2012 * e ��. s ill J Client: ,, "`• .",\ 4 k` • • ,4 F Oaks Station Place, LLC OAKS'STATION PLACE k �'j F -Contact:NormBjornnes l T01uui 83765rRrur ` 4‘ -Phone:(612)879-1804 :.L.., `.•.` °`�- - -- : \ -E-mail:NBjornnes@ . T� � ; mulliganbjornnes.com __ L EAST 46TH STREET KWA Project Team , Members: Collin Kaas,James Schloemer •' U nit5: ' • +- 104 total r I 4 , l 1- I k, o t Residential Features: '-'..1-k6, - 1j • Community Room =r _ �- • Theater 1 --7 4 , i , ._:a41L—:�; '• Fitness Room --j • Attached Retail • Outdoor patio with - entertainment and grilling area / • Proximity to Light Rail Station Description:Oaks Station Place is a mixed use development to be located at the and Bus Lines 46th Street Station on the Hiawatha Line.The project consists of a single building with 104 rental apartments and approximately 9,000 square feet of first floor retail space. The inspiration for the look and feel of Oaks Station Place comes from Forest Hills Gardens,an iconic transit oriented community built almost one hundred years ago in Queens,New York on the Long Island Railroad.Forest Hills Gardens has been a model of smart transit oriented development.The classic architecture,brick exteriors, gable roofs and building skyway evoke the style and grace of an earlier era. Methodology: Because there could only be one entrance for the piece of land occupied by Oaks Station Place and the 46th Street Bus and Light Rail station,the team needed to determine how the two properties would interact.The solution was to create one building that spanned over the site entrance and was connected below grade via underground parking.Oaks Station Place is a leading exam g g p example of how to 9 9 p implement smart transit-oriented development. • Awards&Recognitions: 2012 Best in Real Estate Award finalist for the Minneapolis/St.Paul Business Journal 2104 4th Avenue South,Suite B,Minneapolis,MN 55404 \ 612.879.6000 \ www.kaaswilson.com Pr 1‘ lir ao IL livf widso Tight Budget Project (Multi-family) or hit- t 0 Experience in: Carver County Workforce Housing • Livable Communities Act(LCA) Waconia, MN Grant funding,application materials and submission • Market-Rate Rental Housing Address: 885 and 905 Airport Road t =f i 'ION Waconia,MN 55387 Fi+1 Jr i i i � •: .tt �w„ •a®mr4 1��,- .= – ►. .: " Vs 1 Estimated Construction F ' Cost: .__ ' 1 -„ , 1 $8.9 million T • .tea. . _ _ —_./' - Square Footage: - 113,710 gross square feet Estimated Timeline: Design-2 months Construction- 11 months Estimated Completion Date: October 2013 \ Client: y o Carver County CDA i 0 --Contact:Frank Dunbar . .�e I I .�, i` - . i E 1 CD Phone:(763)377-7090 F . . _ � y �� <--Email:frank @dundev.com 711 11 c KWA Project Team 1 Members: o ,. F Link Wilson,Collin Kaas,Enrico / '� Williams,Ryan Dupuis Units: 76 total Residential Features: Description:Trail's Edge apartments in Waconia,MN is the first of two phases that • 2-story Entry Lobby&Mail aims to bring higher-density apartment housing onto two parcels of land that had • Community Room with Kitchen remained undeveloped for some time. • Fitness Center Set within an up-and-coming area of Waconia where working-age adults are the • Theater primary demographic,Trail's Edge apartments features an underground parking • Digital Recreation Space garage ratio of 1 stall per unit,and features a healthy mix of studios,one-,two-and • Entry Plaza with Bicycle Racks • Connection to existing Bus three bedroom apartments. All units,regardless of size,are complete with a full Routes kitchen and island, 1 bath per bedroom,in-unit washers and dryers,and in-house • Outdoor Patio storage closets. • Tot Lot Budget constraints demanded that construction remain as simple as possible. With suspended balconies and a strategic use of materials in selective locations to help to put a modern spin on a traditional look,Trail's Edge becomes a place that any person would be proud to call their home. Methodology: When our client approached us with the challenge of putting • together a full set of drawings for a cutting edge multi-family housing project under the constraints of an extremely tight budget and an even tighter schedule,we relied on our experience in multifamily housing and years of working efficiently as a team to not only meet,but exceed our client's expectations in a timely and efficient manner. 2104 4th Avenue South,Suite B,Minneapolis,MN 55404 \ 612.879.6000 \ www.kaaswilson.com V V 1! w��on s imi lk l Multi-Family Work Kaas Wilson Architects has worked closely with both the U.S.Department of Housing and Urban Development(HUD)and other Agencies on numerous multi-family housing developments. Publicly funded projects often have additional design ( standards that they must meet to ensure that the dollars used to fund these projects are wisely invested. We are familiar with these standards,and understand the implications they have on the design of all aspects of a project. a.. r n ,iu -�ii j ii II 11 _ - w V rili,1 ' ! .` 1 ql [U If X44' 4l x . - — - 4 • :it ' :pi -11 1] p 1; 4-1 Al NI j n lb ill iL t i '-� _ 1, :� �g �. ' ,.t`a t- w } rte' - s� -z- - i Grain Belt Terrace (Market Rate Apartments) n g I! a b e te Minneapolis,MN t' a '' , w •■•• • HUD Financing in process , a zt � ,n, • Winner of City Competition for best design development and construction team 911 24E4, _.v ' - Ir""K '� lll €fit" 4i Towerlight Apartments (Senior) I Saint Louis Park,MN - • HUD financed,UFAS compliant • Recipient of Hennepin County Transit-Oriented Development Grant o �• *� • k • Redeveloped brown field site - • TIF financing ►. , 324 1st Street (Market Rate Apartments) Minneapolis,MN - 1 - • Downtown,Warehouse District ' • HUD financing in process • 1 Village Commons Workforce Multi-Family Housing (MHFA) Savage,MN • Fully meets MHFA Design Guidelines • el .-1141`. " 1A, • Livable Communities Grant(Met Council) p; • Scott County HRA funding • 2104 4th Avenue South,Suite B,Minneapolis,MN 55404 \ 612.879.6000 \ www.kaaswilson.com r lik y as lik A IF wilco Project Design & Management Team apLocation: Kaas Wilson Architects was launched in January 2007,but it started much earlier. Minneapolis,MN Collin Kaas and Link Wilson became formidable a team while working together at Miller Hanson Partners.There,they and many of their current staff collaborated on c Year Established: many landmark projects such as Gramercy of Edina;Groveland Condominiums;Olin n 2007 Crossings Condominiums and Mystic Falls Lodge in Gatlinburg,Tennessee. They LO realized quite early on that their personal styles worked well together,and clients found o Legal Status: their teamwork unparalleled in terms of creativity,cost-effectiveness and focus.Today, S LLC they bring their excellent collaboration and integrity in housing design to Kaas Wilson Q Architects. Ownership: Link Wilson,Collin Kaas KWA believes that an architect's role is much more than simply drawing plans and elevations;it is to take a client's ideas and deliver their message to a variety of Staffing: audiences. These audiences include finance agencies and builders,who are an Architectural 12 integral part of making a client's dream reality. By proactively establishing good Administration 2 working relationships with neighborhoods,planners,and city board members,we can (LEED AP 4) preemptively address concerns. We also understand that issues will always arise,so Total in firm 14 we pride ourselves on our ability to quickly employ problem solving skills in order to find solutions that work for everyone and avoid costly delays. Utilizing these skills, Kaas Wilson Architects has been involved in some of the most successful housing developments in the Twin Cities. Our strength is our people,and we have attracted not only the brightest architects and designers in the field,but professionals who are skilled at communication and collaboration. Our casual studio-like office environment is designed to facilitate better teamwork and idea sharing.Kaas Wilson Architects doesn't just meet expectations- we exceed them. The team shown on the following pages have been a part of Multi-Family and Senior/ • Supportive Housing projects their entire careers.Enrico,Kim,Collin and Link have worked together a combined 28 years.As well,our long-term strategic partners on the multi-family housing projects,showcased in this proposal,have been with us since the 1980's. We know and understand this part of the metro area,with Collin Kaas a Richfield resident.We know that we will bring a unique knowledge to the Cedar Point Housing Development that no other Architects and their consulting groups can bring. I 1 ' rlirS- ,:. 40 ` . 4. ) " . I S b — �# fy' ! 4 i �.. ' asp it At I. a.. . • . miiii : , ., .. . . 2104 4th Avenue South,Suite B,Minneapolis,MN 55404 \ 612.879.6000 \ www.kaaswilson.com Fr I\ A 7 wilso Kaas Wilson Architects •r hit- t' Position in Firm: Link Wilson, AIA, LEED AP • Principal Team Leader, Principal in Charge CO Education: n n •Master of Architecture, University of Minnesota Although he has managed projects in more than 20 states,Link Wilson is best known o •Post-Graduate studies in throughout the Minnesota design community,having spent the last 26 years working c architecture,Kings College of in and around the Twin Cities. Link's experience managing design teams for large, Q London,UK multifaceted projects bridges the gap between owners'dreams and contractors' •B.S.Architecture,University of practical applications in the field,and delivers projects on time and on budget. Nebraska Link's passion for creating warm and inviting living environments is based in the Experience: belief that everyone deserves to feel at home. From affordable apartments to luxury 26 years condominiums,he integrates principles of sustainable design with cutting-edge trends to create healthy and spacious environments that integrate seamlessly into a greater Registrations: community. Architect licensed in MN,AZ,FL, IA,SD,TX;LEED AP As the design team leader,Link's role continues to grow beyond that of the traditional architect. Link's familiarity with funding and financing procedures as well as the Professional Memberships: process of municipal entitlements assure projects progress smoothly. Because of this, •American Institute of Architects Link is frequently sought after by both non-profit and for-profit organizations to help •US Green Building Council guide their endeavors. •Construction Specification Institute Volunteer Organizations: Seasons at Apple Valley,Apple Valley,MN Minneapolis Stevens Square Seasons at Maplewood,Maplewood,MN Community Executive Board North Star Apartments,Big Lake,MN member and co-chair of the Village Commons Apartment and Townhomes,Savage MN Development Committee Crossings at Valley View Family Apartments,Bloomington,MN Grain Belt Apartments,Minneapolis,MN 324 North 1st Street Apartments,Minneapolis,MN Rayette Apartments,Saint Paul,MN Waconia CDA housing,Waconia,MN Inver Glen and All Seasons Preschool,Inver Grove Heights,MN Towerlight,Senior Living and Wellness Center,St.Louis Park,MN Nine Mile Creek,Bloomington,MN MN Veterans Home Campus,Bldg.4 Renovation,Minneapolis,MN Bierman Place Student Housing and Wellness Center Rehab.,University of Minnesota The Shores Senior Living,Maplewood,MN Oaks Station Place,Minneapolis,MN • gnu- -1A . t. • Minneapolis/St.Paul Business Journal runner up for Oak Station Place. • Minneapolis/St.Paul Business Journal Best in Real Estate Award:Seasons at Maplewood;Client:Ecumen • Minneapolis/St.Paul Business Journal Best in Real Estate finalist:Nine Mile Creek Catered Living;Client:Greco Development • Senior Design Magazine Merit Award:Village at Woodlands,Brighton,MI;Client: Trinity Health National Easter Seals Easy Access Design Award:Sonoma Group Home;Client: Accessible Space • Minneapolis/St.Paul Business Journal Best In Real Estate Award:Gramercy of Edina;Client:Cooperative Communities • Minneapolis/St.Paul Business Journal Best In Real Estate finalist:The Groveland; '' Client:Steven Scott Development • .t • t, 2104 4th Avenue South,Suite B,Minneapolis,MN 55404 \ 612.879.6000 \ www.kaaswilson.com IFF wil Q .r hit- t' Kaas Wilson Architects A ipPosition in Firm: Collin Kaas, Assoc. AIA, LEED AP Principal Project Manager co Education: •University of Oregon—Master co Collin's professional experience has focused on multi-family housing facilities for -� of Architecture o •University of Minnesota—B.S., people of all ages and abilities.His understanding of both housing markets and the Architecture,Design minor complexities of a project's cost structure ensure his projects have both the overall schematic design and the user-focused interior design required for success.His Experience: strong project management skills,consistent and timely responsiveness to owners and 11 years contractors,and diligent on-site supervision help transform those designs into built reality.He has designed,managed,and been a team member on numerous senior Registrations: housing facilities and"all ages"residential projects. LEED AP Professional Memberships: Seasons at Apple Valley,Apple Valley,MN •American Institute of Architects Seasons at Maplewood,Maplewood,MN •U.S.Green Building Council North Star Apartments,Big Lake,MN Village Commons Apartment and Townhomes,Savage MN Crossings at Valley View Family Apartments,Bloomington,MN Grain Belt Apartments,Minneapolis,MN 324 North 1st Street Apartments,Minneapolis,MN Rayette Apartments,Saint Paul,MN Waconia CDA housing,Waconia,MN Inver Glen and All Seasons Preschool,Inver Grove Heights,MN Towerlight,Senior Living and Wellness Center,St.Louis Park,MN Nine Mile Creek,Bloomington,MN MN Veterans Home Campus,Bldg.4 Renovation,Minneapolis,MN Bierman Place Student Housing and Wellness Center Rehab.,University of Minnesota The Shores Senior Living,Maplewood,MN Oaks Station Place,Minneapolis,MN • Minneapolis/St.Paul Business Journal Young Entrepreneur Award • AIA Minneapolis Merit Award:Heritage Commons;Client:MPHA • Minneapolis/St.Paul Business Journal Best In Real Estate Award,Heritage Commons;Client:Minneapolis Public Housing Auth. • Minneapolis/St.Paul Business Journal Best In Real Estate Award:Gramercy of Edina;Client:Cooperative Communities • Minneapolis/St.Paul Business Journal Best In Real Estate Finalist:The Groveland; Client:Steven Scott Development sibi Y Gr if„ 2104 4th Avenue South,Suite B,Minneapolis,MN 55404 \ 612.879.6000 \ www.kaaswilson.com r IN T V wil o Kaas Wilson Architects ■ A •r if- i Kim Behrens *IIIIIIIEW ii.. Project Captain,Team Manager mow m a, lir ,..••„,.. mit, . As a skilled project manager of projects as large as 39 million dollars,Kim has a depth co of experience with multi-family housing design and construction as well as experience o - • y e , working with stakeholders from cities to agencies to help move a project forward.Prior g to joining Kaas Wilson Architects,Kim worked at RSP Architects,was an architectural a :-. model builder for Feyereisen Studios,and spent three years at HTG Architects working 1.- `! on a variety of project types.She brings a background in multi-family housing, commercial and financial design.Her experience has taught her the importance of detailing,how to forecast client needs an'd how to design flexibility for the future.Kim I will work closely with project stakeholders to ensure their vision exceeds even their own expectations. Position in Firm: Project Manager Parkside Village Apartments,Apple Valley,MN TowerLight,Saint Louis Park,MN Education: Riverside Terrace Renovation,Thief River Falls,MN •University of Minnesota— Park Manor Senior Apartments Renovation,Detroit Lakes,MN Master of Architecture The Shores Senior Living,Maplewood,MN •University of Minnesota—B.S., Vernon Terrace,Edina,MN Architecture Holtkotter International,Dallas,TX Nine Mile Creek,Bloomington,MN Experience: Seasons of Apple Valley,Apple Valley,MN 8 years Seasons of Maplewood,Maplewood,MN MN Vets Home-Building 4,Minneapolis,MN MetaBank,Des Moines,IA Telco Federal Credit Union,Rapid City,SD* • Star Choice Credit Union,Bloomington,MN* *work completed at previous firm - Enrico Williams Design Manager i, I- Enrico's architectural career began in 2000 working with both Link and Collin, '- -. -- 1_ designing multi-family facilities that respond to the unique and specialized e x requirements of residents.Over the years,Enrico has found success in creating '-- innovative design solutions by thinking outside the box,managing complex projects ii ... ,y, by keeping lines of communication strong,and addressing all concerns of the entire design team,whether they are clients,contractors,consultants,or building officials. ( • The results are projects that are a successful integration of building systems,materials, and program that are aesthetically pleasing and pragmatic,while staying on-schedule and on-budget. Position in Firm: Designer Grain Belt Terraces,Minneapolis,MN Tarnhill Clubhouse and Apartments campus rehabilitation,Bloomington,MN Education: Summit Hill Assisted Living renovation,Saint Paul,MN •University of Minnesota— Rayette Lofts,Saint Paul,MN Master of Architecture Northern Star Apartments,Big Lake,MN •University of Minnesota—B.A., Seasons at Apple Valley,Apple Valley,MN Architecture,Studio Arts Minor Seasons at Maplewood,Maplewood,MN Nine Mile Creek Catered Living,Bloomington,MN Experience: Trail's Edge Apartments,Waconia,MN • 12 years Creek's Run Townhome,Chaska,MN Benilde High School Campus Planning,St.Louis Park,MN Vernon Terrace,Edina,MN 2104 4th Avenue South,Suite B,Minneapolis,MN 55404 \ 612.879.6000 \ www.kaaswilson.com Pr Ilk T ' V wii o Attributes: What Sets Us Apart ` A .r h' - t Design Principles • Towns and communities are not developed at once,but are rather created and refined through piecemeal growth and individual acts.Often development is guided by an overall master plan and/or planning and zoning ordinances,but it is the overall effect of all development-in the context of the whole-that defines the character of a neighborhood,community,town,or region.Residents choosing to move to a locale instantly become a part of that community,and the role an individual plays can be guided by the surrounding context. Principles of defensible space and crime prevention through environmental design are inherent in each of our housing projects,as a way of reinforcing the long-term success of a project and supporting stability within the community. Our buildings are contextually sensitive to the surrounding site and neighborhood.For example, the main entry is a single point of access and is well lit at night.We believe spaces, inside and outside,should be simultaneously safe and inviting.Simple,concise design strategies can address many safety concerns from the outset;nurturing warm,vibrant communities through thoughtful design choices. Natural Surveillance 1.Transparent vestibules at building entrances 2.Landscape designs created to provide surveillance,especially in proximity to designated points of entry and opportunistic points of entry 3.Lighting placed along pathways and other pedestrian-use areas at proper heights for lighting the faces of the people in the space 4.Streets designed to increase pedestrian and bicycle traffic I j,W I 1144 ii ', , -1 i D I 1 - 2_II �I ' it Si diI Ii.I I_Dat . - � is 1 2 3 4 �~ Natural Access Control 5.A single,clearly identifiable,point of entry 6.Front yards with waist level fencing along residential property lines to control Q access,and encourage surveillance fD vi LE ° .1 .4, _.__ _Oiliellinillinit ---„,., 5 6 , i.u.•. a, ,'= ' _ _ r ∎ • • Natural Territorial Reinforcement 7.Activities scheduled in common areas to increase proper use,attracting more people,and increasing the perception that these areas are controlled 2104 4th Avenue South,Suite B,Minneapolis,MN 55404 \ 612.879.6000 \ www.kaaswilson.com r 111‘ T as• Attributes IL . wilco •rhi - t f Relationships and Expectations KWA takes pride in being accessible and responsive to our clients as well as the • regulatory officials and contractors we work with.We listen carefully to our clients so �r [4 that we may respond appropriately.We work hard at establishin g and maintaining ;7y relationships.Don't just take our word for it though;see what our clients have to say: "Kaas Wilson's expertise in affordable housing really showed with Crossings at Valley View–the efficient design required no value engineering.They also approached the application of the Green Communities criteria to the project from a cost-effective view point.Their focus on cost control allowed us to add more brick - to the exterior than we initially thought the budget would allow.The resulting project has real market appeal–it exceeded our lease-up expectations." –Ryan Sailer,Vice President of Development,Sherman Associates Kaas Wilson's experience with a wide range of multi-family projects has taught us what j works and what doesn't.We are constantly evaluating materials and systems in order , . to bring the greatest life-cycle value for the dollars invested in a project. r Creativity+ Experience=Improved Quality and Cost Savings `�,t v ' During the design process for the remodel of the Centennial Ballroom,KWA seized t the opportunity to reuse the wood slat paneling that lined the walls of the existing trii� ballroom,and reinvent the use of this material as a large acoustic panel screen on the ceiling,saving the owner$50,000 in material costs.In addition to this,when structural studies showed that there was no way to make the roof rigid enough to resist the deflection of the motorized operable partition that the owner wanted,Kaas Wilson found a manual operable partition that is easily moved and is in use at several large convention centers.The switch from motorized to manual operable partitions saved the project$80,000. i Kaas Wilson kept a keen eye on the owner's maintenance and operating costs for `} our affordable housing project,Crossings at Valley View.Knowing that this project } was geared for families and that kids especially have a tendency to spill,KWA sought 1 out a durable but affordable carpet tile that could be spot-replaced as necessary. Occupancy sensors were installed in the hallways,public areas,and garage to save lighting energy costs when these spaces are not in use. . —11IINFIr' With our past five housing projects,none of them have seen change orders for al • i► anything but unforeseen site conditions and owner upgrades. Sustainable Design 1i If one were to ask a room full of people what"sustainability"means,they will most likely come up with a variety of answers.Sustainability means many things,but it ultimately comes down to providing stewardship and conservation of our natural and built environment.For the proposed property this can mean optimizing the site to ensure that storm water is captured and infiltrated on site,using native species in the landscaping,careful consideration of site lighting,minimizing impervious \ surfaces,and minimizing the amount of land disturbed during construction.From a IF - 1 building stand point,one can look to a well insulated and detailed building envelope, I '• occupancy sensors in public spaces,use of environmentally preferable products,and the selection of HVAC systems that are not only energy efficient but help provide good c indoor air quality.We recommend a whole systems approach to optimize the effects of these design decisions.What sets us a apart is that we have completed LEED Certified ilk projects,Green Communities Criteria projects and Minnesota B3 projects without jamming concepts down our clients throats. 2104 4th Avenue South,Suite B,Minneapolis,MN 55404 \ 612.879.6000 \ www.kaaswilson.com Ilk Fr 4111‘ 1r CI CI' , „,,,„so Attributes archite - ElProblem Solving and Working Relationships While working on the renovation of Building 4 for use as an Adult Daycare for the Minnesota Veterans Home,we came to a crossroads regarding the historic doors and trims in the building and authorities having jurisdiction over the project.The State Historic Preservation Office was requiring that all the historic trims and doors be salvaged,refinished and reinstalled with the renovation work,and the State Health Department,which will license the facility,was requiring that all the existing doors and trims be taken out as they were coated in lead paint and the Health Department felt that this condition,even if the wood were refinished,posed a health risk to the population of vulnerable adults that would occupy the building when the program opened.KWA worked with all parties involved to come to a resolution to offer the existing doors and trims to an architectural salvage company and replace all trims and doors with new that matched in kind.Through all of this,construction was not delayed. While our Nine Mile Creek project was under construction,the management team for the building decided that they needed more office space.KWA was able to catch this early,work with the contractor to move some walls around, and create more offices,all at no additional cost to the project. •�� sfi b. 0 Brrdlg Al rk0' , ., "' ' ,t,',, ', -4 etude'*Rh undetpoundparidna 4,: .1 -20a untt apartment bulking(a mix otStudlos.7iN4and Ms) ,sJ,usrw arc wwi tstabatd with p� I MIXED USE _ Fkneu.711�tmr.Rust 11asa Center,and Party Room ` DEVELO' ENT i � i k I Hulldnp�2 ,, •,• coil/nib—AI s; -3atader with underground panting 1,y DE OPMENT.' !ill • 1 -2ataryrtawnhome walk urea Metro Founde®t ,with 1 ,. II_ 1PRu,IbQ+2rd11r r Y S 7P� s 11, _ :. fir- i. -aparbnerd unite fid pond(1 BR end 2gRm11t} ,�, III Dwelopm�ant of cammerlol and mbcad use projects .-1 i c naiu �` i'— - - k Ell ' OP deter ined by1 marketaandldons&evolving k3 DE OPMENT I` I 4� �' �I �, demographll;T I ill!` L' . 1[ 1111 ill l it P.=r 41, '1c . .A q N ti : a I� '� Existing cammardat&retail D,„, Existing hotel ' r:,'1 i( i 1 I St y 1--Existing cammardal&cull v .= . MIXED USE it x A DEVELOPMENT ,I ( 5taetsca p a Envlronmers: w a '-<'4 ■ 0 BId9 Al .'N . C i .” .r t, 4r 4 t 149i ii I _ t _ M«• ,'iI 1 1; +; 3 -- ate. 1 ; a 3 • m ro v rt O D 2104 4th Avenue South,Suite B,Minneapolis,MN 55404 \ 612.879.6000 \ www.kaaswilson.com o : ' ,Ay wilsr •r if- References IOW v.:_ DEVELOPERS CITY PLANNER Ryan Sailer Maggie Dykes,AICP • Partner Associate City Planner i Mi Everwood Development City of Apple Valley i Phone:(612)508-4627 Phone:(952)953-2569 . , 1 Email:Ryan @everwoodcompany.com Email:MMilton @ci.apple-valley.mn.us -yam �' - ``--- Frank Dunbar President BUILDING OFFICIAL Dunbar Development Greg Brady Phone:(612)599-90992 Commercial Building Inspector Email:Frank @DunDev.com City of Apple Valley Sidi'`_— ..'.,i ` L.,_„� i I PA 4 Phone:(952)953-2581 .._ -.__ Email:gbrady @ci.apple-valley.mn.us CONTRACTORS Mary Kotek President / I I Frerichs Construction Phone:(612)363-7378 Email:mary @frerichsconstruction.com 1 f / Mike Benedict r. Vice President \ ? Frana Companies Phone:(612)965-9801 47, 40Y _''� ' Email:mike @frana.com -'41 i c 1 0 +r / OWNER/OPERATORS I RI I . ', ' ■ `� Julie Murray ��t fi Vice President of Development nv Ecumen Phone:(651) 766-4340 Email:juliemurray @ecumen.org Barb Halverson President • Steven Scott Management Phone:(952)292-6181 Email:bhalverson @steven-scott.com FINANCIAL Tim Nichols President Nichols Financial i ms ii a � ," -, , , Phone:(952)895-5200 mg R as q44 Email:tnichols @nicholsfinancial.com a■ a Al ■ i■ ■■ '12 ApI v I ®0i - -t � 1 - ' • 2104 4th Avenue South,Suite B,Minneapolis,MN 55404 \ 612.879.6000 \ www.kaaswilson.com S Attachment B.2 Landscape Architect Relevant Experience • • ASSOC Cedar Point rasherman -- IAT ES Redevelopment Bryan Carlson Planning & Landscape Architecture Education/Institution West Bank Zone Master Plan Study Boggy Creek Gang Camp, A Hole-in-the-Wall Gang University of Notre Dame, Notre Dame, Indiana • Camp, Master Plan and Design, Lake County, Florida Master Plan Studies, Faculty Office Building, Carleton College,Seeley G. Mudd Hall, Northfield, Law School, Women's Residence Halls, Loftus Sports Minnesota,w/ Herb Baldwin Center East Carolina University, Greenville, North Carolina, Winona State University Campus Master Plan, Campus Master Plan Minnesota Indiana University School of Business/School of Public and Environmental Affairs, Bloomington, Indiana Health Care J.W. Riley Children's Hospital Medical Research Center Amsterdam Hospital, Amsterdam, New York and Library, Cancer Research Center, Medical Campus Boswell Memorial Hospital Master and Site Plans, Sun Master Plan, Indianapolis, Indiana City, Arizona Iowa State University Engineering Teaching and Del E Webb Hospital Master Plan and Site Plans, Sun Research Complex City West,Arizona Zone Master Plan and Site Design, Ames, Iowa Diagnostic Clinic, Largo, Florida Jordan Elementary School,Jordan, Minnesota Everett Clinic Site Planning, Everett, Washington Kochi Institute of Technology, Kochi Japan Fairview Hospital - Ridges Master Plan and Site Plans, Kyoto University Katsura Campus Master Plan, Kyoto Burnsville, Minnesota Japan Fairview Medical Center Master Plan and Site Plans, Nara Institute for Science and Technology, Master Plan Minneapolis, Minnesota &Site Design, Nara,Japan Healthplex Medical Center Master Plan, Sunrise, Florida Science Museum of Minnesota, St. Paul, Minnesota • St. Paul Area Vocational Technical Institute, St. Paul, Indiana University, Indianapolis, Indiana Minnesota Medical Campus Master Plan, Research Corridor State of Minnesota Residential School for Handicapped, Master Plan,James Whitcomb Riley Hospital for Faribault, Minnesota Children, Medical Research Center and Library, Cancer University of Minnesota, Minneapolis, Minnesota Research Center Arts District Planning Advisory Committee Jacksonville Regional Medical Center Master Plan, Arts District Master Plan and Schematic Design Jacksonville, Florida Carlson School of Management Site Planning East Texas Medical Foundation,Tyler Texas College of Architecture and Landscape East Texas Medical Center, West Campus Architecture Site Planning Expansion, Tyler, Texas Earth Sciences and Materials, Engineering Site East Texas Medical Center, Master Planning and Planning, Site Planning, Atrium Design, Athens, Texas Minnesota Landscape Arboretum Master Plan, Mayo Clinic,Jacksonville, Florida Chanhassen, Minnesota Mayo Clinic, Scottsdale, Arizona Pioneer Residence Hall Renovation Mayo Clinic Master Plan, Mayo Clinic Phase I River Bend Commons Master Plan, Residence Development, Samuel C.Johnson Medical Halls, Parking Research Center Super Computer Center Site Planning Mease Countryside Hospital and Clinic, Safety Harbor, West Bank South Mall Master Plan and site Florida design Mease Hospital and Clinic, Dunedin, Florida 411 an Om sherman Cedar Point ASSOCIATES Redevelopment Memorial Hospital of Jacksonville, Master Planning and Guidant Training Center and Preclinical Studies Site Planning,Jacksonville, Florida Center site planning •lississippi Methodist Rehabilitation Hospital Courtyard, Henkel Labs Site Planning, Minneapolis, Minnesota Jackson, Mississippi Kingdom Trade Centre, Kingdom Establishment, Riyadh, Nicollet Clinic, Burnsville, Minnesota Saudi Arabia Palo Alto Medical Foundation Site Master Planning, Palo Medtronic, Inc. Energy Technology Center, Brooklyn Alto, California Center, Minnesota Quain and Ramstad Clinic, Master Planning and Site Minnetonka Inc. Corporate Headquarters, Chanhassen, Planning, Bismarck, North Dakota Minnesota Shriners Hospital, Chicago, IL Site Evaluation and Master Plan St.John's Hospital, Springfield, Illinois Northwestern Bell Market Street,St. Paul, Minnesota Ambulatory Service Center/Medical Office Samarec Corporate Headquarters,Jeddah, Saudi Arabia Building Master and Site Planning St. Paul Companies, Inc. Corporate Headquarters, St. United and Children's Hospital, St. Paul, Minnesota Paul, Minnesota Valley Lutheran Hospital, Mesa,Arizona Sperry Corporation Semiconductor Division W.A. Foote Memorial Hospital,Jackson, Michigan Headquarters and Laboratory Facility, Eagan,MN Waconia Ridgeview Medical Center Site Planning, Master Plan and Site Plans Waconia, Minnesota State Farm Mutual Automobile Insurance Company Wakakusa Hospital Campus Master Plan, Miyazaki, Regional and Corporate Offices Japan Super Value Stores, Inc. Corporate Headquarters, Eden West Virginia University Medical Center, Site Evaluation Prairie, Minnesota and Master Planning, Morgantown, West Virginia Vantage Companies Southwest Crossing, Eden Prairie, William Beaumont Hospital Troy Campus Master Plan, Minnesota Troy, Michigan Wells Fargo Home Mortgage Campus Master Plan, Yale Faculty Practice and Medical Office Building,Site Minneapolis, Minnesota Planning, New Haven, Connecticut Government Corporate/Commercial Brown's Valley City Park, Brown's Valley, Minnesota A.O.Smith Corporation Corporate Headquarters, Central Square Community Center, South St. Paul, Milwaukee,Wisconsin Minnesota Site Assessment and Master Plan Harriet Bishop Playground, Harriet Island, St. Paul, Andersen Corporation Corporate Headquarters, Minnesota Bayport, Minnesota Hennepin County Juvenile Justice Center, Minneapolis, Carlson Center and Corporate Headquarters Master Minnesota Plan, Minnetonka, Minnesota Minnesota Valley National Wildlife Refuge Education Central Illinois Light Company, Peoria, Illinois and Interpretive Center, Bloomington, Minnesota Dow Chemical Company, Midland, Michigan Minnesota Zoological Garden, Apple Valley, Minnesota Dow Center Master Plan, Employee Mississippi Headwaters Recreation Master Plan, Upper Development Center, Corporate Headquarters Site Mississippi, Minnesota Planning National Defense University Academic Operations Eli Lilly and Company Master Plan, Greenfield, Indiana Center and Library, Fort McNair, Washington, D.C. Guidant Corporation Corporate Master Plan,Arden Rochester River Gardens, Rochester, Minnesota •Hills, Minnesota raa LJhel 111CI11 Cedar Point Redevelopment St. Anthony Falls Interpretive Plan, Minneapolis, Santa Clara Convention Center,Santa Clara, California Minnesota St Cloud State University Football Stadium, St Cloud, St. Cloud Public Library, St. Cloud, Minnesota MN Winona County Historical Society Interpretive Center, Universal Studios Japan Master Planning, Osaka,Japan Winona, Minnesota Publications Commercial/Developer "Dark Age and Byzantine Occupation," Coauthor, Center Square Office Plaza, Knoxville,Tennessee Excavations at Nichoria in Southwest Greece, Volume Downtown Mall, Sioux Falls, South Dakota III, 1983 Holiday Inn International, Bloomington, Minnesota "Site Environs and Techniques," Coauthor, Excavations Hyatt Regency Hotel, Flint, Michigan at Nichoria in Southwest Greece, Volume I, 1978 Milwaukee Depot Master Plan, Minneapolis, Minnesota "Reconstructing a Bronze Age Regional Environment," Peninsula Papagayo Resort, master planning and site Coauthor, Minnesota Messenian Expedition, 1972 design, Guanacaste, Costa Rica Four Season's Resort,Arnold Palmer Signature Awards and Honors Golf course, Marina, ASLA Fellowship Prairie Stone Entertainment Center planning, Elgin, IL American Society of Landscape Architects inducted as Quarry Highlands Residential Community, St Paul Park, Fellow under the category of Design Works MN Boggy Creek Gang Camp, Cassia, Florida Radisson Hotel, Lynchburg, Virginia Honor Award, MASLA Radisson Metrodome Hotel, Minneapolis, Minnesota Central Square Community Center, South St. Paul, Sacramento Mall, Sacramento, California Minnesota Seoul Ski Resort, Hyosan Development Company, Seoul, Merit Award, Minnesota Chapter American Society of • Korea Landscape Architects (MASLA) Two Appletree Square, Bloomington, Minnesota Dow Chemical Company, Midland, Michigan Beautification Award, City of Midland, Michigan Industrial East Texas Medical Center, Athens,Texas ADC Corporate Headquarters/Manufacturing Facility Merit Award, MASLA and Citation, American Institute of Master Plan, Eden Prairie, Minnesota Architects/Modern Healthcare MTC Overhaul Facility, St. Paul, Minnesota Harriet Bishop Playground, Harriet Island, St. Paul, MTS Systems Corporation Corporate Minnesota Headquarters/Manufacturing, Eden Prairie, Minnesota Merit Award, MASLA 3M Chemolite, Site Studies, Campus Planning, Hastings, James W. Riley Hospital for Children, Indianapolis, Minnesota Indiana Merit Award, MASLA and Design Award, AIA/Modern Public Assembly Healthcare Elon College Athletic Campus, and Football Stadium, Kochi University of Technology, Kochi,Japan Elon College, North Carolina Award of Excellence, MASLA Hubert H. Humphrey Metrodome, Site Planning Studies, Mayo Clinic,Jacksonville, Florida Plaza Design, Minneapolis, MN Citation, AIA/Modern Healthcare and Honor Award, Lawrence Joel Veterans Coliseum, Winston Salem, MASLA North Carolina Mayo Clinic, Scottsdale, Arizona Quad City Civic Center Site Planning, Moline, Illinois Design Award, Arizona Desert Botanical Garden • sherman Cedar Point ASSOCIATES Redevelopment Minnesota Valley National Wildlife Refuge Education Rochester Peace Plaza, Master Plan and Site Design, and Interpretive Center, Bloomington, Minnesota Rochester, Minnesota •lonor Award, MSAIA Merit Award, MASLA Minnesota WWII Veteran's Memorial Competition, St Honor Award,ACEC Paul, MN St. Paul Companies Corporate Headquarters, St. Paul, First Place Minnesota Nara Institute of Science and Technology, Nara Japan Merit Award, MASLA Award of Excellence, MASLA Sperry Univac Semiconductor Headquarters, Eagan, Peninsula Papagayo, Master Plan for a World Class Minnesota Resort Community, Guanacaste, Costa Rica Merit Award, MASLA Merit Award, MASLA Wells Fargo Home Mortgage West Building, Grand Prize, Contribution to the Community Awards for Minneapolis, Minnesota "Responsible Development", Costa Rican-American Best in Real Estate, Overall Winner,Twin Cities Business Chamber of Commerce Journal • Sherman Cedar Point ASS 0 C I A T E S Redevelopment • Attachment B.3 Consultant Dennis O'Donnell Relevant Experience • r&sherman Cedar Point Red ASSOCIATES Redevelopment PROPERTY EXPERIENCE • WALKER METHODIST 2000-2012 BROOKDALE LIVING COMMUNITIES 1997-1998 Hazel Ridge Brendenwood Maplewood, MN Voorhees, NJ Highview Hills Chatfield Lakeville, MN West Hartford, CT River Pointe The Gables at Brighton Moorhead, MN Brighton, NY Summit Pointe The Gables at Farmington Cedar Rapids, IA Farmington, CT Walker Methodist Edina The Island of Lake Travis Edina, MN Austin, TX Walker Methodist Kenzie Edina Park Plaza St. Anthony, MN Edina, MN Walker Methodist Lyndale Minneapolis, MN ACTIVELIFETM MANAGEMENT CORP. 1986-1997 Walker Methodist Plaza Barkley Place Anoka, MN Ft. Meyers, FL Walker Methodist River The Benchmark Anoka, MN Hoffman Estates, IL • Walker Place Edina Park Plaza Minneapolis, MN Edina, MN Walker Methodist Tree Tops Hawthorn Lakes of Lake County Anoka, MN Vernon Hills, IL Westwood Ridge La Vida Del Mar West St. Paul, MN San Diego, CA The Kenwood THE GOODMAN GROUP 1999-2000 Minneapolis, MN The Commons on Marice The Oak Park Arms Eagan, MN Oak Park, IL The Inn on Westport The Spring of East Mesa Sioux Falls, SD Mesa, AZ Healthy at Home(home health care agency) The Springs of El Cajon Sioux Falls, SD El Cajon, CA The Peaks The Springs of Escondido Flagstaff, AZ Escondido, CA Miramont Pointe Spring Ridge at Charbonneau Clackamas, OR Portland, OR • Terracina Grand Naples, FL • SECTION C CONCEPTUAL PLAN • r&she ____ _______ ___ ___ Cedar Point rrnan _- -_-_ ____--_----A S S O C I A T E S Redevelopment CONCEPTUAL PLAN 410overview Sherman Associates and its development team envision an ambitious three phase development for the Cedar Point area. Each of the three phases contemplated are in response to market conditions and demand. The design, construction and amenities will be of high-quality and build upon the other landmark developments within the City of Richfield. The following describes each of the three phases; please see Attachments C.I and C.2 for proposed elevations and site plan: • Phase I will feature 120 units of Assisted Living, Independent Living and Memory Care. Sherman Associates' market analysis indicates a strong demand for this housing type, with a particularly acute shortage of Memory Care in the Richfield market. Please see Section F (Market Letter) for additional detail. • Phase II will include 66 units of 55+ Senior Living with rents affordable to households with moderate incomes. Together with Phase I, Sherman Associates would foresee both phases as providing a continuum of housing choices to residents. From no-to-low service needs in Phase II, to higher service needs in Phase I (Independent, Assisted Living and Memory Care). • Phase III will contain approximately 6,600 square feet of office/retail space. Sherman Associates anticipates identifying a medical-office type user that will be complimentary to the senior housing that will be built on the balance of the site. Overall Design The primary intention for the overall design of this area is to create the consistent feel of a campus for the variety of program uses interspersed throughout the site. The residential portions of this campus will consist of three-story wood frame construction that utilize a consistent palette of materials that will include rock-faced CMU with decorative stone sills, brick and stone, premium cement fiber board siding, panel, and trim, and 30-year dimensional asphalt shingles. The selection of these materials will create a harmonious blend of colors and textures that complement the surrounding community, the neighboring parkway, and the adjacent green-space. Placement of the new construction and proposed public green spaces will preserve existing connections to the site and address future connections to the greater neighborhood. Public trails and extensive landscaping, and locations of public amenities such as art or water features will create destinations that encourage travel by foot throughout the site, while creating opportunities for interaction between the residents of this area and their neighbors. The proposed residential buildings for Phases I & II, when complete, will create a courtyard frame around the green-space that will serve to connect both buildings to each other and the rest of the site, with a proposed art feature set at the epicenter. Compatibility with Surrounding Residential & Commercial Area The proposed development is designed to interact with and support existing, adjacent land uses. Specific design considerations include: • Phases I and II will only be three stories and Phase III will only be one story, representing an appropriate step- down from the intense commercial uses to the east and moderate density single family homes to the west; • The primary ingress/egress for all three phases is proposed to be off of the to-be-constructed Richfield Parkway, minimizing traffic on local streets; • sherman Cedar Point ASSOCIATES Redevelopment • Pedestrian paths are proposed to continue the existing paths found in the adjacent shopping center to 16th Avenue. This will make the development more permeable to pedestrians but continue to limit vehicular traffic on local, residential streets; • Phase II may include walk-up/townhome style entrances on the 1 6th Avenue side, giving the property a more pedestrian and residential feel; • Lastly, the development team is experienced in developing projects near noise generators, such as MSP International Airport. Special attention is given to design and construction features that will mitigate this issue. Additionally, Sherman Associates has engaged the neighboring Mt. Calvary Lutheran Church about partnering on the proposed development on a number of items, including sharing facilities, programming for intergenerational activities and overflow parking for church events. Please see Section F (Letter of Support) for additional detail. Community Development Design Guidelines The proposed development will build on other successful projects recently undertaken in the City. The following are specific features that will advance the HRA's goal of continuing to foster high-quality development projects in the City: • Design, materials and construction quality will be of high quality. Sherman Associates and Kaas-Wilson Architects have built their reputations upon developing high-quality, sustainable developments and the Cedar Point development proposal will continue this trend; • The development will be rich with pedestrian-scaled features, including moderate building heights, attractive building exteriors and, potentially, individual walk-up/townhome entrances off of 16th Avenue; • As previously-mentioned, the development will include two pedestrian paths that will cross the site, making the development transitional between the neighboring residential/commercial uses but also permeable to pedestrian activity. • The development will contain two large green space areas that will be accessible to the public. These spaces will provide a desired amenity to community members and future residents of the development. Sherman Associates would anticipate collaborating with HRA to enhance this space with public art and other place- making features; • The development will feature a number of sustainable design and construction features, including energy-efficient lighting, appliances and construction; durable finishes, recycled materials and low VOC paints, carpets and adhesives; and resident orientation programs. Sherman Associates would likely build the development to Minnesota Housing's Green Communities standards. Additionally, the future residents of the site will benefit from the development's close proximity to services, employment and transit opportunities. Conformity to Zoning Requirements The proposed development will include a high-density of housing and a mixed use component. Current zoning for the site is MR-3, which provides for a minimum of 24 units per acre, resulting in a minimum of 149 units for this 6.2 acre site. Sherman Associates' proposal exceeds this minimum with 185 proposed units and 6,500 square feet of office/retail. The proposed high density, mixed-use nature of Sherman Associates' proposal advances of the HRA's goals for the Cedar Point area. 4110 r&sherman Cedar- Point A S S O C I A T E S Redevelopment • UNIT COUNT & SQUARE FOOTAGES hase I: 120 Units Assisted Living The following table illustrates the unit mix and average square footages for the various unit types in Phase I. Note that the Independent/Assisted Living component of this development contains a number of One Bedroom + Den and Two Bedroom units. Sherman Associates' market analysis has indicated a market for larger units in the Richfield area, as households move from single family homes but still desire a larger housing space. Please see Section F (Market Letter) for additional detail. Unit Type Number Average S.F. Independent/Assisted Living One Bedroom 38 750 One Bedroom + Den 8 900 Two Bedroom 34 1,015 Total 80 875 Memory Care Studio 32 535 One Bedroom 8 750 Total 40 575 Grand Total 120 775 Phase II: 66 Units 55+ Senior Living The following table illustrates the unit mix and average square footages for the various unit types in Phase II. Similar to Phase I, this development includes a number of One Bedroom + Den and Two Bedroom apartments. These larger unit types will accommodate households that desire a larger housing,space and enhance the marketability of the property. Unit Type Number Average S.F. One Bedroom 39 750 One Bedroom + Den 14 900 Two Bedroom 13 1,015 Total 66 835 Phase III: 6,500 square feet Office/Retail Phase III is currently estimated to be approximately 6,500 square feet in size. The final size will be subject to market demand. This size of development would be sufficient to house and office medical-type user complimentary to the senior-focused housing contemplated for the balance of the site. I sherman Cedar Point ASSOCIATES Redevelopment UNIT & BUILDING FEATURES Sherman Associates' proposal for the redevelopment of Cedar Point features high-quality design and construction that will make the development an attractive and desirable place to live, work and visit. These same features will enhance the desirability of the existing Cedar Point area and Richfield as a whole. All three phases will benefit from a host of green building features, including energy-efficient lighting, appliances and mechanical systems; durable finishes, recycled materials and low VOC paints, carpets and adhesives; and a recycling program. Additionally, building security systems will be incorporated and the multifamily phases will provide resident orientation programs. Additionally, all three phases will benefit from a partnership Sherman Associates anticipates forming with the neighboring Mt. Calvary Lutheran Church. For Phase I specifically, Sherman Associates and its development team have found that partnering with daycares/schools and providing intergenerational activities is extremely positive for both housing tenants and community members. Please see Section F (Letter of Support) for additional detail on the partnership Mt. Calvary Lutheran Church and Sherman Associates are considering. The following summarizes the unit and building features for each of the three phases. Phase I: 120 Units Assisted Living The attractive design of the building offers high-grade construction materials and generous amounts of green space. The building itself will feature three stories and an underground parking garage. To make residents feel at home, extensive community amenities will be available, including library; wellness, therapy and fitness center; day spa, barber shop and salon; card room, movie theater and internet lounge; activities programming; outdoor patio; and guest suites for visitors. and loved ones. In-unit amenities will depend upon the unit type; three service levels for households with differing needs: • Independent Living: One-bedroom, One-bedroom + Den and Two-bedroom layouts available; housekeeping services available every two weeks; one daily meal provided; in-unit laundry equipment; individually-controlled heating/cooling; • Assisted Living: choice of any Independent Living apartment; individually tailored health care service plan and meal plan with up to three meals per day; and emergency response on-site 24 hours per day; • Memory Care: Studio and One-bedroom private apartments with a home-like, comfortable setting; specialized programming and medical care; three meals per day; housekeeping; interactive kitchen; and secure, private outdoor gardens. When building an assisted care building, it is crucial to keep the residents' varying physical, mental and emotional needs in mind. Our experience has provided us the knowledge and expertise to make special amenity and material selections that cater to the specific needs of these residents. • r&sherman Cedar Point A S S O C I A T E S Redevelopment Phase II: 66 Units 55+ Senior Living l is with the first phase, Phase II will feature high-quality construction and design elements. This phase will offer One- edroom, One-bedroom + Den and Two-bedroom layouts. Building amenities will include: • Heated, underground parking; • Secured access; • Community and fitness rooms; • Extensive green space. In-unit amenities will include the following: • Quality, market-rate level finishes; • Individually-controlled heating and air conditioning; • In-unit laundry equipment; • Potentially walk-up entrances for select units. Phase III: 6,600 square feet Office/Retail The exact features of Phase III are to be determined and will be complimentary to the senior housing proposed for the balance of the site. Phase III will be of similar high-quality construction and design elements as the previous two phases and include appropriate parking facilities for the tenants. II • rasherman Cedar Point ASSOCIATES Redevelopment AFFORDABILITY MATRIX The following table illustrates the affordability for each of the two housing development phases. Phase III is Retail/Office and discussion of affordability is not applicable. Phase I: Phase II: Total 120 Units Assisted Living 66 Units 55+ Senior Living Number of Affordable Units (%) 0 (0%) 66 (100%) 66 (35%) Number of Market 120 100% ° Rate Units (%) ( ) 0 (0%) 120 (65%) Total Number of 120 66 186 Units As described in the Financial section (Section E), Phase II will be financed with Housing Tax Credits. As per program requirements, apartment rents and tenant incomes will be restricted to 60% Area Median Income (AMI). The majority of households that will rent at this property will have one or two members; the current rent and income restrictions are shown below: Rent Limit Income Limit I Bedroom $927 $34,620 — $39,540 (single — double occupancy) 1 Bedroom + Den $927 $34,620 — $39,540 (single — double occupancy) •2 Bedroom $I,I I I $34,620 — $39,540 (single — double occupancy) To the extent feasible, Sherman Associates desires to develop mixed-income housing communities. Such developments provide a broader choice of housing options and allow the property to target a broader market. For the proposed redevelopment, however, we are proposing distinct market rate and affordable housing properties. The costs of providing required services in Assisted Living developments make an affordable rent/service structure infeasible; current government-support programs for Assisted Living communities are insufficient for the service levels that will be provided at this development. Depending on market conditions, it may be feasible to integrate a number of market rate units into the Phase II (55+ Senior ) development. However, such a strategy will increase the complexity of financing and potentially drive the need for additional gap financing. • FA sherman - -- Cedar Point ASSOCIATES Redevelopment Attachment C. Conceptual Elevations • • • w' . ° _.":: .°fait '' • .; / A fi •1ryp Pv w.i 4 • - .- 'µOat '�� Ill -4.i-+ -f l .+ .:�'1 `p F � f _ - AFL /; - Rf�i ,4Z fp�g _ {T f y 11 Ill _ "' :,. 4 -. j .. - W A',) L M. S fr " 4; f •K k_r • kaas 1// \ V V w son Richfield, MN - Greens.ace Render-in. of View facia. East N n . , _. n.t.s • Attachment C.2 Proposed Site Plan • 5hehm 11 , point A S S O C I A T E S Redevelopment t \�} ! \�\ � - � ƒ » , — ! & ƒ , / / ! _ < 4 < I £ , : K • shermcin . / . . . . . . Cedar Point ASSOCIATES Redevelopment Project Timeline the following table describes the anticipated timeline for each of the three development phases. Sherman Associates would envision that the three phases would occur in succession. Phase I: Phase II: Phase III: 120 Units Assisted Living 66 Units 55+ Senior Living 6,600 SF Retail/Office HRA Selection June 2013 June 2013 June 2013 of Developer Site Assembly/ September 2013 —April 2014 September 2013 —April 2014 September 2013 —April 2014 Site Preparation Financing January 2014— May 2014 February 2014—April 2015 July 2015 —October 2015 Due Diligence Financing Closing/ May 2014 April 2015 October 2015 Construction Start Construction May 2015 April 2016 June 2016 Completion Please note the following regarding the anticipated timeline: • All three phases' timing are directly correlated to the time required to assemble the site, including the willingness of current owners to sell; • Phase I would commence as soon as possible. While the demand for Senior Assisted Living within the market is • strong today, Sherman Associates would look to begin construction and have the property available for occupancy before other potentially competitive properties came to fruition; • Phase II is dependent upon application/award dates for deferred loan/gap resources Sherman Associates intends to apply for. The following are the anticipated application/award dates for sources Sherman Associates would apply for. The timing of this phase is less sensitive because the market is expected to remain deep for affordable senior housing. Source Applications Due Awards Announced Hennepin County AHIF/TOD February 2014 May 2014 Met Council LCDA/LHIA April 2014 November 2014 Minnesota Housing RFP June 2014 October 2014 • Phase Ill's full value and potential will be demonstrated when the first two phases are complete and occupied, hence we are proposing to develop it last. 41111 Sherman — -- ---- --- — _--- Cedar- Point ASSOCIATES Redevelopment SECTION FINANCIAL INFORMATION • • r&sherman -- _ Cedar Point A S S O C I A T E S Redevelopment FINANCIAL •rhe following table illustrates the anticipated development sources and uses for each phase. Phase !: Phase II: Phase III: Total 120 Units Assisted Living 66 Units 55+ Senior Living 6,600 SF Office/Retail Land Acquisition _ $1,344,000 $1,008,000 $336,000 $2,688,000 Construction $15,990,000 $6,760,000 $865,000 $23,615,000 Soft Costs $4,570,000 $3,442,000 $175,000 $8,187,000 Total Uses $21,904,000 $11,210,000 $1,376,000 $34,490,000 First Mortgage $17,523,200 (80%) $4,556,530 (41%) $1,100,800 (80%) $23,180,530 (67%) Equity/Def. Fees $1,439,100 (7%) $577,541 (5%) $275,200 (20%) $2,291,841 (7%) HTC Equity -- $2,565,967 (23%) -- $2,565,967 (7%) TIF $1,250,000 (6%) $750,000 (7%) -- $2,000,000 (6%) GAP* $1,691, 700 (7%) $2,759,962 (24%) -- $4,451,662 (13%) Total Sources $21,904,000 $11,210,000 $1,376,000 $34,490,000 *See discussion below for how this will be filled. Phase I: 120 Units Assisted Living Phase I will be conventionally/bank-financed. Due to the strong demand for this housing type in the City, along with the experienced development team, we anticipate such a project will be favorably viewed by our lending partners. Please see attached for an initial commitment letter from Bremer Bank, illustrating their interest in the development type, the development team and the Richfield market. Due to costs inherent in redevelopment along with the site assembly requirements, we do anticipate a funding gap for this proposal. In order to the fill the gap, we would anticipate requesting the HRA create TIF Housing District to defray development costs and fill the funding gap. The $1,250,000 shown above represents our estimate of the TIF potential for the project. Please see "Discussion of Financing Challenges and Strategies," below, for additional discussion on our strategy for closing the funding gap for this and the other phases. Phase II: 66 Units 55+Senior Living Phase II will be financed by a combination of tax exempt bonds, housing tax credits, developer equity, TIF and other gap/deferred loan resources. Tax exempt bonds may be issued by the HRA or another issuer and will be likely be credit-enhanced by HUD. "4%" housing tax credits will be "automatically" be generated by the issuance of tax exempt bonds for the project. These credits differ from competitively awarded "9%" housing tax credits allocated by Minnesota Housing. As with Phase I, Sherman Associates would anticipate requesting the HRA create a TIF Housing District to defray development costs and fill funding gaps. The $750,000 shown above represents our estimate of the TIF potential for the project. In order to fill the remaining funding gap, we would anticipate making deferred loan requests to a number of funders, including the Met Council (LCDA and/or LHIA), Hennepin County (AHIF and/or TOD) and Minnesota Housing (Consolidated RFP). The anticipated timing for each of these funding sources' applications and awards are shown in the Section D (Timeline). Please see "Discussion of Financing Challenges and Strategies," below, for additional discussion on our strategy for closing the funding gap for this and the other phases. r&sherman -_-_-- Cedar Point ASSOCIATES Redevelopment Phase III: 6,600 square feet Office/Retail Phase III of the development will be conventionally/bank-financed. The ultimate structure of this phase is yet to be determined; the development could be a build-to-suit for an owner-occupant or could be leased to a tenant. Sherman • Associates has successfully developed numerous other mixed-use developments such as proposed at Cedar Point. It is anticipated that this third phase would take better shape after Phases I and II were completed and the full-potential for the site is demonstrated. Discussion of Financing Challenges and Strategies The costs of assembling and preparing the various parcels for development represent extraordinary costs for the development. Based upon acquisition and relocation costs provided by the HRA, we would anticipate total acquisition costs of$2,688,000 for the parcels not yet acquired by the HRA. Additional costs would be incurred to maintain the parcels prior to construction start and to demolish the existing structures. These costs are driving the gap financing requirements for the developments, particularly for Phase II. Sherman Associates will creatively work to fill the financing gap in collaboration with the HRA; ideas include: • Applying for Met Council funds for site assembly: Sherman Associates has successfully partnered and is partnering with other cities on this kind of strategy. The location, density, mix of incomes and involvement of the HRA would likely make such a request competitive for Met Council funds; • Review project design for value engineering items: with a priority on quality and design maintained, Sherman Associates and Kaas-Wilson can engage the HRA on design and construction considerations; • Consider creative strategies for site assembly: see below for additional detail. In order to overcome the challenge of assembling the various parcels and preparing them for development in manner • that provides for an economically feasible project, Sherman Associates would like to work with the HRA on creative strategies. Several options are described below for consideration. Site Assembly Option 1, HRA Acquires Properties and Conveys Fee Simple to Developer Sherman Associates proposes to negotiate purchase agreements with the owners of the remaining lots not yet acquired. Sherman Associates will offer relocation benefits comparable to those offered by the HRA. The agreements would ultimately be assigned to the HRA and it would acquire the properties, prepare them for development and convey them to Sherman Associates. The HRA acquiring and owning the properties in the interim the properties is important to the feasibility of the development because it will: • Reduce holding costs for the developments: under HRA ownership, the properties would potentially be tax- exempt and the HRA can maintain the parcels with the others it already owns; • Reduce risk: carrying multiple parcels for an indeterminate amount of time presents a high-risk for the developer. A similar strategy was successfully used at the Penn-American Redevelopment in Bloomington. According to staff at the Bloomington HRA, the developer for this property negotiated agreements to purchase the disparate parcels and assigned the agreements to the HRA; the HRA then acquired the parcels, demolished existing properties and sold the assembled and prepared site to the developer at fair market value. sherman Cedar Point ASSOCIATES Redevelopment Site Assembly Option 2, HRA Acquires Properties and Conveys via Ground Lease to Developer Ills with Option I, Sherman Associates would work directly with the sellers to negotiate purchase agreements on the arcels needed for the development. Relocation would be offered. The HRA would ultimately be assigned Sherman Associates' purchase agreements and take title the land. Under this option, the property would be conveyed to Sherman Associates via a Ground Lease. The Ground Lease would be long-term and result in annual payments from the developments to the HRA, rather than a one-time sale. The financial benefit to the developments would be realized if the lease payments paid from operations were less than its present value if mortgaged by the development. Depending on the value of lease payments, the HRA may monetize the lease payments via bonds or some other investment vehicle to recoup a portion of its costs. Please note that in addition to the HRA's and Sherman Associates' requirements for the Ground Lease structure, the developments' prospective lenders and investors would have additional requirements as to its structure. Requirements may include it being long-term (50-99 years), non-cancellable and subordinate to mortgage debt and investor equity. • • sherman - __ __ Cedar Point ASSOCIATES Redevelopment • SECTION F ADDITIONAL DOCUMENTATION • • r&sherman _ _ Cedar- Point Redevelopment • Attachment F. I Letter of Support — Mt. Calvary Lutheran Church S • rr Sherman — _ ___ Cedar Point P ASSOCIATES Redevelopment II i/It. `Calvary e,Zuthezan `a/cuvc/c and 07'AeschooI LCMS • 6544- 16th Avenue South, Richfield, MN 55423 • Church: 612-866-5405 • School: 612-869-9441 www.mtcalvaryrichfield.org May 17, 2013 Sherman Associates, Inc. 233 Park Avenue South, Suite 201 Minneapolis, MN 55415 Attn: Andy Hughes RE: Cedar Point Redevelopment Collaboration with Mt. Calvary Lutheran Church Dear Andy: This letter is to follow-up on a meeting that you and your team had with Pastor Johnson and I on May 17, 2013, regarding your proposal for the redevelopment of Cedar Point area. I understand that you are planning to submit an application to the Requests for Proposals(RFP) let by the Richfield HRA for the redevelopment of the site roughly bound by 63`d and 65th Streets and 16th and 17th Avenues. I also understand that you are proposing a redevelopment that includes the following three uses: • Senior Assisted Living, including a number of Memory Care Suites; • Senior/55+ Independent Living, with rents affordable to household with moderate incomes; • Small retail/office pad development,with a tenant likely to be complimentary to the senior • housing proposed. With this letter, we are pleased to offer our support to your organization in the Richfield HRA's RFP for the site. We appreciate you collaborating with us early on in the project to get our input and to see what kinds of partnerships we can engage in. We agree that integrating the proposed redevelopment with the community will provide benefit to housing residents and community members. Some of the ideas we discussed were: • Intergenerational activities with the senior housing residents and children participating in our preschool program and potentially students at the high school that will be leasing space in our building; • Access to cooking and meeting facilities for large events that our building is not equipped to accommodate; • Considering a shared parking arrangement with the proposed retail/office building for Sunday parking overflow and/or special church events. We look forward to continuing to work with your team as more details become available. Please feel free to contact me at 612-866-5405 with any questions. Sincerely, Duane Helm • Chairman, Facilities Use Committee CC: Pastor Mark Johnson, Mt. Calvary Lutheran Church "Thanks be to God who gives us the victory through our Lord Jesus Christ." I Cor. 15:57 • Attachment F.2 Letter of Interest — Bremer Bank • • r&sheman -- -- -- _ Cedar Point ASSOCIATES Redevelopment Bremer Bank • May 23, 2013 Mr. George Sherman Sherman Associates, Inc 233 Park Avenue South Minneapolis, MN 55415 Re: Senior Housing Development Richfield, MN Dear Mr. Sherman I am writing to confirm our interest in providing construction financing for a proposed senior housing development in Richfield, MN. • Bremer Bank is active in financing similar projects in the Twin Cities area, and based on our relationship with Sherman Associates we would be pleased to consider a financing request for this project. Any commitment to provide said financing would be subject to final terms and conditions negotiated between the Bank and borrower. Please contact me if you need additional information, or if you intend to make a formal application. Sincerely, Anthony M. Pasko Vice President • S Attachment F.3 Richfield Market Letter • S sherman - _ _-_ Cedar Point ASSOCIATES Redevelopment View oint� CONSULTING • G INC. May 23, 2013 Mr. Brad Goering Sherman Associates 233 Park Avenue South Minneapolis, MN 55415 RE: Summary of Initial Demand Assessment for Independent, Assisted Living, and Memory Care Housing in Richfield, Minnesota Dear Brad: This letter provides a summary of the findings from an initial demand assessment that Viewpoint Consulting Group, Inc. conducted for senior housing with services on a • redevelopment parcel in Richfield. The location for the proposed senior housing is the Cedar Point Redevelopment at 66th Street and 17th Avenue. The purpose of the initial assessment was to broadly assess the depth of demand for market rate senior housing in the local area to determine if potential exists to support a new development. Included in the initial assessment were specific demand calculations for three service-levels: congregate independent ("independent"), assisted living, and memory care housing. Potential demand was calculated based on analysis of the income/asset-qualified target market for market rate senior housing and the supply of competitive senior housing units serving the primary market area. The ability of the proposed development to capture unmet demand in the market area was also estimated in the assessment. Summary of Findings The primary market area ("PMA") for senior housing on the redevelopment site was defined as Richfield and two zip codes comprising Minneapolis roughly south and east of 46th Street and Penn Avenue—55417 and 55419. The PMA had a total population of 86,083 in 2010, of which 10,678 were over age 65 and 5,352 were over age 75. As of 2012, the senior population (age 65+) in the PMA is projected to have grown to 10,678 and by 2017 it is projected to reach 12,381. As the PMA's senior population grows, so too will demand for senior housing. • Viewpoint Consulting Group, Inc. / 9104 Barrington Terrace / Brooklyn Park, MN 55443 P. 763-273-4303 / www.viewpointconsult.com Summary of Initial Demand Assessment for Senior Housing in Richfield, MN • Richfield currently contains three senior housing properties offering services that would be competitive with the proposed development. They are Village Shores, The Pines, and Mainstreet Village, which combine for 403 units. There are also several other senior properties just outside the PMA in Edina, Minneapolis, and Bloomington that would be partially competitive due to draw area overlap. Including a portion of these nearby developments, we identified a total competitive supply of 386 independent units, 208 assisted living units, and 51 memory care units serving the PMA. While there are no pending competitive developments in the PMA, the competitive supply of senior housing will increase as new developments near the PMA are under construction or proposed. These include one development under construction in Minneapolis (The Waters on 50th), two proposed developments in Edina (6500 France and Continental Gardens) and one proposed development in Bloomington (Portland Commons). The initial demand calculations for market rate senior housing on the subject Site in Richfield are summarized in the table below. Total unmet demand in the PMA for the three service-levels was projected for 512 market rate units in 2012, but declining slightly due to competition from new developments that will be coming on-line near the PMA in Edina and Minneapolis. The estimated portion of PMA demand that can be captured by the Site is estimated at 35%. In 2017, this equates to demand for 57 independent units, 60 assisted living units, and 49 memory • care units, for a total of 165 units. This is market rate (or "private pay") and does not include additional demand that would come from lower-income seniors utilizing the Elderly Waiver program. Summary of Initial Demand Calculations, Richfield PMA, 2012 to 2017 Total Unmet Demand PMA Competitive PMA on Subject Demand Supply Demand Site 2012 Independent Living 561 367 195 68 Assisted Living 379 197 182 64 Memory Care 185 49 136 48 Total 1,125 613 512 179 2017 Independent Living 543 380 162 57 Assisted Living 407 237 170 60 Memory Care 207 68 139 49 Total 1,158 686 472 165 Source: Viewpoint Consulting Group,Inc. Viewpoint Consulting Group, Inc. Page 2 May 23, 2013 Summary of Initial Demand Assessment for Senior Housing in Richfield,MN • To be conservative, we would recommend a building on the Site with only about 85% of the 2017 potential as summarized in the table (or about 140 units). A building with 140 units would need to capture about 30% of unmet demand in the PMA to reach full occupancy (and only 12% of total PMA demand). As noted in initial demand assessment, the purpose of the assessment was to broadly assess the depth of demand for senior housing in the local area to determine if potential exists to support a new development. Thus, the findings are preliminary and should be viewed in that light. A full market feasibility study would more closely examine factors such as the desirability of the subject site and the performance of competitive buildings, both of which may impact demand. Please call me with any questions or if I can be of further assistance. Sincerely, Viewpoint Consulting Group, Inc. Jay Thompson • President • Viewpoint Consulting Group, Inc. Page 3 May 23, 2013 • S • r&sherman ASSOCIATE S REAL ESTATE MARKET ASSESSMENT, EAST 66TH STREET CORRIDOR PLAN RICHFIELD, MINNESOTA September 2010 GVA File#10017 PREPARED FOR: Mr. Tom Whitlock Damon Farber Associates 929 Nicollet Mall Minneapolis,MN 55402 PREPARED BY: GVA Marquette Advisors Real Estate Counselors GVA Marquette Advisors Offices: Minneapolis Office:50 South Sixth Street,Suite 1370,Minneapolis,MN 55402 Phone:612-335-8888;Fax:612-334-3022 Seattle Office:2723 California Avenue SW,Seattle, WA 98116 Phone:425-392-7482;Fax:425-392-7330 E. 66th Street Corridor Planning Richfield,MN Real Estate Market Assessment • Total home sales declined from 1,193 in 2006 to 1,049 in 2008, but increased to 1,228 in 2009. Sales volume has slowed in 2010. This year, the Market Area is on pace to see about 966 homes sold. • The average market time has fluctuated from 53 days to a peak of 65 days in 2008, and has averaged about 58 days over the past five years. Today, a single-family home in the E. 66th Street Corridor Market Area is expected to be on the market for just under two months (about 55 days). • A majority of senior homeowners will own their homes outright, and would have access to a sizeable financial resource in the equity they can realize from the sale of their homes. While the interest earned on investing these funds can help to offset the monthly costs associated with living in a senior housing facility,many seniors are also willing to begin spending down assets in order to live in a housing environment which meets their lifestyle preferences and care needs. For example, a senior who owns his or her home outright and has a home valued at$203,625 (the 2010 median resale price of homes in the Market Area)would likely be able to derive approximately $189,370 after factoring in marketing/real estate commissions and moving costs at roughly 7%. Should this equity be invested in an interest-bearing account with a 3% annual return, it would produce an income of $5,680 annually (or $473 per month). This income could be used to off-set the cost of senior housing, without spending down assets. Senior Housing Supply Table 13 shows the existing supply, as well as any pending senior housing developments in the 66th Street Corridor Market Area. We have included market rate independent senior rental communities, as well as congregate, assisted living and memory care housing. We have also identified owner-occupied senior cooperatives and condominiums, which will later be used in our demand calculations. GVA Marquette Advisors Page 46 n22 m CO nnm 0 ) o « 0m0 - a) C k \ - ® 7 \ % \ \ \ 2 )~ '- - N I � X772 � &G bU $ ^ ±# /a m4 ƒ$ $ R \ § § 4-d 09 Q0 19 r � ) � � ; ) $\ dd$ $ @ 0 0 0 00 000 - - / mmm ' G § 0 [ o E k 2 2 { 2 000 00 CO & Gm ° E20 $ " ®cn e > - j N t % 7 \ 9 . . \) ) _ / ) 0000 § g � 000 0 a) 0) 0) ) 2 e k / 0 D ... omN � 00 000 0 - � � ] \ ' © b CO \ csi f a) c / N 0No 19 .- 19 0 0 � ® � 0 § § Sm $ 0 mm0 0 00G - o ¥ m N ' '- C .- Ns- N N aNN \ N N a) o k ) # # 2 » » # Ca m e CO Ca > 600 EE 0QE E § Eaab I- 000 Ce CL ) CL CC ce CLCLCCOLCL o o o o ) k } ) ] I ] 77 - Ca CO ty . \ § p ee £ o0 T j ) ) ) ) J ESE J ww = m = c C = \ o / k _ § Cl) © ° , eej \ / 0 , 22 / \ \ //\ k .> 77 0 > E ; 22 \ / k 13 . [ J \ ° - Em k $ a) 0 - \ ® go 2 Co .2 ƒ 2 k ) / ( n { / i 0f f3 % ) S ° 0 m ° k 0 § �2d § E8 \ ] CL 0" o e - c > ' 2n » • fm > > _ ® � mEco e 7c) \ @ } § '5 / Aso £ £ — e - C ® o oo e > ai _ s ° . E � Eoo 0 . � n » . � 2 ' - 2 uwE E20602 0 o of = o &) ) k 7 & m = / J co �/ = 2 , w � = § ( § c _ ) % gym - 2 �7 &� y2 &aT © a . - o « 7k - - E / % § .' k2 ± fa cF � a % 3eeo 226 ; « e0 - $ a 0 i- ww w � ) ] » ® 025 ¢ 25i- ■ R ® A / 4mna � § \ E. 66th Street Corridor Planning Richfield,MN Real Estate Market Assessment Independent Living • We identified three market rate independent senior living projects in the 66th Street Corridor Market Area, all of which are located in the City of Richfield. These properties include: Gramercy Park of Lakeshore Drive (160 units), Lake Shore Drive Condominiums (178 units), and Woodlake Point (157 units). Gramercy Park is a cooperative and requires an entry fee or down payment. Lakeshore Drive and Woodlake Point are both owner-occupied senior condominiums. All ownership properties also require monthly association fees. • The three projects have a total of 495 units and a mixture of unit types. Gramercy Park Coop of Lakeshore Drive was built in 2000 and has mixture of 1BR, 2BR and 3BR units. The entry price ranges from$47,710 to $103,677,with monthly association dues of$1,085 to $2,383. Lakeshore Drive Condominiums were built in 1982 and has a unit mix of 1BR floor plans, 1BR+Den units, and 2BR units. Association fees range from $267 up to $434 per month. Woodlake Point was built in 1986 and has a mixture of 1BR's, 1BR/D's and 2BR's, with association fees ranging from$240 to $515 per month. • Additionally, the City Bella community at 66th & Lyndale is a co-operative high-rise with, although not age-restricted, contains a number of senior residents. From our familiarity with this project and interviews with other industry experts we estimate that approximately 75% of City Bell'as 138 units are occupied by seniors. Congregate(Housing with Services) • We identified two congregate/optional services properties in the Market Area. These projects include Mainstreet Village (69 units) and Village Shores (145 units), both located in Richfield. • The two congregate with services projects combine for a total of 243 units. The rents at Mainstreet Village begin at $1,166 for a one-bedroom unit and go up to $1,887 for a two- bedroom unit. Rents at Village Shores begin at $1,119 for a one-bedroom and go up to GVA Marquette Advisors Page 48 E. 66th Street Corridor Planning Richfield,MN Real Estate Market Assessment $1,748 for a two-bedroom unit. These properties offer additional care services, available on an a la carte basis. Assisted Living • We identified three assisted living communities for a total of 156 units in the 66th Street Corridor Market Area, all located in Richfield. The largest project is The Pines with a total of 78 units. Village Shores has 47 units and Mainstreet Village has 31 units. These projects have unit types ranging from studios up to two-bedroom units. Rents ranged from$2,500 per month up to $3,000 per month for studio units, $2,500 up to $3,450 for one-bedroom units, and$3,323 up to $4,985 for two-bedroom units. Assisted Living projects typically include at least two meals per day and assistance with at least three activities of daily living (ADL's). These services are included in the monthly fee. Memory Care • We identified only one memory care project (The Pines) in the 66th Street Corridor Market Area. The Pines features a total of four memory care beds (double-occupancy) with rents at $2,130 per month per resident. Planned and Proposed Senior Housing Developments As of September 2010,there were no pending senior housing developments in Richfield. We did identify two projects located in the City of Edina and three projects in the City of Bloomington, but we would not consider them to be directly competitive with new senior housing developments in the subject Market Area. They may be peripherally competitive, however, as these developments may attract a small percentage of their residents from the subject Market Area. GVA Marquette Advisors Page 49 E. 66th Street Corridor Planning Richfield,MN Real Estate Market Assessment Senior Housing Demand Estimates The following paragraphs summarize our calculations of market demand for senior housing in the E. 66th St. Corridor Market Area. Our calculations are summarized by product type, and are based upon our review of the age/income-qualified senior resident base in comparison with the supply of senior housing units available within and near the subject Market Area. Independent&Congregate Senior Housing Demand In determining demand for independent & congregate seniorl housing, we estimate the potential market to include those households that are both age and income qualified. Seniors age 55 and older are defined as the age-qualified market, although such developments typically attract seniors age 65 and older. See Table 14 for detailed demand calculations. • The minimum household income required so as to afford independent or congregate senior rental housing at approximately $1,000/month and up is estimated at $30,000 per year. Additionally, however, we include senior homeowners with incomes of$20,000 to $29,999, since these seniors may be able to supplement their incomes with the proceeds from the sale of their home. Our calculations indicate there are an estimated 11,210 senior households in the Market area with incomes of$30,000+, as well as those within incomes of$20,000 to $29,999 who own their homes. • We then adjust to include appropriate short-term capture rates for each age cohort. We use 1.0% of households age 55 to 64, about 6.5% of households age 65 to 74, and 20.0% of households age 75 and older. These capture rates are based on our review of the income-qualified household base compared with the resident base for independent senior housing communities in the metro area. This results in short-term demand potential for about 882 independent senior units in the Market Area in 2010. GVA Marquette Advisors Page 50 Co 0 p) O N N 0 0 0 (0 ° Co V M o CO V' r N LO N 0 Co CD O N co O O N N N V' N N N N to Cn N 'ct N N N i 0 N ° 00) W N. ° (0 N o ') h o O CD N V t� N O CO N CO r NO O CO N M N n CV M N i N V' ° CO N 0)) ° U") I() o CO N_ O o O LO M N N d' CO c- M N N V co 10. N N N CD co" M Cfl i ``) � CMO Co V 1 Cn (eO N eh ° l j co CO N Cn N M IT N d' I. O V N Lo- C° To' d Q O O _ o o N ° ° n o o O a a O C C o o o a p �O c C C O a) CU N N O C U C U C a) a) N a) y ac) a C o a a) a) a c � .O N a) a) C o c o a o ns N 0 ] Q C 7 — a aco N as co a 0) C E ° V m E O O O O 0 o C6 7 ›„ O a i5 o N C *rN+ E co C V) v U N co 2 ,f c Q C X } a3 C O p C .Y o d D ..N.. N o ,E N 'U) Cn p a3 ? 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P O ° I- a co N w n a v m E E w Q m E a� N w v 0 °- 0 v�) E E w aa; E E au Q ° co E. 66th Street Corridor Planning Richfield,MN Real Estate Market Assessment • We then subtract the existing competitive senior rental units and market overlap with existing senior ownership units (including 75% of all senior condominiums and cooperatives) in the Market Area (accounting for a 5%vacancy rate). Subtracting for the current unit inventory indicates there is local demand for another 189 independent senior units in the Market Area. • Some additional demand will come from outside the defined Market Area. We estimate that 10% of the additional demand for independent senior rental housing will be generated by seniors currently residing outside the Market Area. This demand will consist primarily of parents of adult children living in the Market Area, individuals who live just outside the Market Area and have an orientation to the area, as well as former residents who desire to return. This results in an additional demand for 21 units, equating to short-term demand for about 210 independent senior units in 2010, including age- restricted rentals with no services and congregate housing. • Table 14 also shows our estimate of demand by 2015, adjusting for growth in the income/asset-qualified household base over time and expected changes in the senior unit supply. We did not identify any planned senior rental units located within the subject Market Area, but we did identify five planned/pending projects just outside of the Market Area in Edina and Bloomington. We estimate that only about 10% of these units would be competitive with the proposed project in 2015, meaning that only about 10% of the resident base for these new properties will come from our defined Market Area. Adding the various demand sources and then subtracting for the projected unit totals results in revised demand for up to In total, then,we calculate demand for 220 units by 2015. GVA Marquette Advisors Page 52 E. 66th Street Corridor Planning Richfield,MN Real Estate Market Assessment Assisted Living Demand Table 15 presents calculations of demand for assisted living units for the Market Area. The availability of intensive support services such as meals, housekeeping, and personal care at assisted living facilities usually attracts older, frailer seniors. Hence,the age-qualified market for assisted living housing is defined for our analysis purposes as persons ages 75 and over. • The first step in determining the potential demand for assisted living housing is to identify the age/income-qualified market, based on a senior's ability to afford the monthly fees at an assisted living facility. Based on our review of household income and age data for the Market Area,we estimate roughly 52% of all senior households would be income/asset qualified($40,000+ incomes), which results in an estimated household base of 1,750. • Because demand for assisted living housing is need-driven, the age/income-qualified market is reduced to account for the potential market that needs assistance. Studies indicate that about 35% of all seniors age 75 and over need assistance with at least three activities of daily living. We apply this proportion to the age/income-qualified household base, which results in a potential assisted living market base of 613 seniors in 2010. We estimate that roughly 70% of the age/income-qualified market needing significant assistance with ADLs will be able to remain in their homes with the assistance of a family member or home health care agency. The remaining 30%will need assisted living housing within the next three years. We apply this short-term penetration rate which gives us local potential demand for 184 assisted living units in 2010. • Additional demand will also come from residents that are currently living outside of the Market Area. We estimate about 20% of demand will be generated persons currently residing outside of the Market Area. Because of the availability of services, Assisted Living housing tends to draw seniors from a greater distance compared to Independent Senior Housing products. We then subtract existing and pending assisted living units in GVA Marquette Advisors Page 53 E. 66th Street Corridor Planning Richfield, MN Real Estate Market Assessment the Market Area (subtracting for a 7% equilibrium vacancy rate). As of September 2010, there are a total of 149 existing units and no pending assisted living units. In total, our calculations indicate demand for 81 assisted living units in the East 66th Street Corridor Market Area in 2010. Table 15 Projected Demand for Assisted Living Senior Housing,2010 and 2015 66th Street Corridor Market Area 2010 Demand Householders Age 75+ 4,429 (times)Senior Homeowners 76% (equals)Estimated Age 75+Homeowners 3,366 (times)Estimated%Income/Asset Qualified for Assisted Living Senior Housing 52% (equals)Estimated Age/Income Qualified Household Base 1,750 (times)Estimated%Needing Assitance with 3+Activities of Daily Living(ADL's) x 35% (equals)Age/Income Qualified Market Needing Assistance = 613 (times)Short-term capture rate x 30% (equals)Local market demand potential = 184 (plus)Estimated Additional Demand from Outside Market Area @ 20% + 46 (equals)Potential Short-Term(2010)Market Base = 230 (minus)Existing Assisted Living&Memory Care Units* - 149 (equals)Excess local demand potential = 81 (minus)Planned&proposed assisted living&memory care units(not including subject project) - 0 (equals)Projected Short-Term Unit Demand(as of 2010)(Over 3 Years) =1 811 2015 Demand Householders Age 75+ 4,215 (times)Senior Homeowners 76% (equals)Estimated Age 75+Homeowners 3,203 (times)Estimated%Income/Asset Qualified for Assisted Living Senior Housing 63% (equals)Estimated Age/Income Qualified Household Base 2,018 (times)Estimated%Needing Assitance with 3+Activities of Daily Living(ADL's) x 35% (equals)Age/Income Qualified Market Needing Assistance = 706 (times)Short-term capture rate x 30% (equals)Local market demand potential = 212 (plus)Estimated Additional Demand from Outside Market Area @ 20% + 53 (equals)Potential Short-Term(2015)Market Base = 265 (minus)Existing Assisted Living&Memory Care Units* - 149 (equals)Excess local demand potential = 116 (minus)Planned&proposed assisted living&memory care units(not including subject project) - 45 (equals)Projected Short-Term Unit Demand(as of 2015)(Over 3 Years) =I 711 `Accounts for a 7%vacancy rate Source:GVA Marquette Advisors • Again our calculations indicate demand for Assisted Living by 2015, adjusted to account for growth in the age/income household base and changes in the Assisted Living unit GVA Marquette Advisors Page 54 E. 66th Street Corridor Planning Richfield,MN Real Estate Market Assessment supply in nearby markets. Our cacluations indicate demand for Assisted Living will decline to about 71 units by 2015 due to supply increases in neighboring communities. KEY ISSUES RELEVANT TO THE E. 66th STREET CORRIDOR PLAN Based on our analysis of real estate market conditions, we identified the following key issues that we feel should be considered in the development of the E. 66th Street Plan. Housing • The corridor currently contains several market rate apartment buildings, particularly in the western portion of the study area. Fieldwork indicates that these buildings appear to be well maintained. Our assessment of rental market data indicates that these and similar "workforce"affordable rental units throughout the area are well-occupied. • We suggest that the City support upgrade and preservation of these workforce housing units over time along the corridor. However, construction of additional multi-family rental housing along the corridor will be a challenge for two primary reasons — 1) the small size of parcels fronting 66th and the lack of depth and 2) not financially viable based on current construction costs in comparison with market rental rates. • We understand that the City is targeting multifamily development for a two-block area just west of Cedar Point Commons. Our review of this location and surrounding neighborhood and demographic data suggests this area is best-suited for senior housing. Our calculations indicate market demand for approximately 210 independent senior units and 80 assisted living units at this time, market-wide. GVA Marquette Advisors Page 55 HOUSING AND REDEVELOPMENT AUTHORITY MEETING MINUTES . Wed, Richfield, Minnesota Regular Meeting July 15, 2013 CALL TO ORDER The meeting was called to order by Chair Sandahl at 7:01 p.m. ROLL CALL HRA Members Sue Sandahl, Chair; Doris Rubenstein; and David Gepner Present: HRA Members Steven J. Quam and Debbie Goettel Absent: Staff Present: Karen Barton, Acting Executive Director/Acting Community Development Director and Theresa Schyma, Deputy City Clerk. Item #1 APPROVAL OF MINUTES OF (1) REGULAR HRA MEETING OF JUNE 17, 2013 M/Rubenstein, S/Gepner to approve the minutes of(1) Regular HRA Meeting of June 17, 2013. Motion carried 3-0. Item #2 HRA APPROVAL OF AGENDA M/Gepner, S/Rubenstein to approve the agenda. Motion carried 3-0. Item #3 CONSIDERATION OF A REQUEST BY THE OWNER OF 7600 LYNDALE AVENUE, UNIT 408 TO FORGIVE A HOUSING AND REDEVELOPMENT AUTHORITY COMMUNITY REVITALIZATION FUND PROGRAM MORTGAGE IN THE AMOUNT OF $10,080 S.R. NO. 38 Acting Executive Director/Acting Community Development Director Barton presented Staff Report No. 38. HRA Meeting -2- July 15,2013 Jill Sklader, homeowner, was available for questions. Chair Sandahl inquired as to how long the home has been on the market. Ms. Sklader responded that she did not list the home but rather tried to find a private buyer. Commissioner Gepner questioned if the lender was approached to share in the loss. Ms. Sklader responded that she did not approach the lender. Commissioner Gepner stated that there are certain guidelines that were not met and that is why staff decided to deny the request. Commissioner Rubenstein stated she was reluctant to forgive the entire loan but questioned if there was some room to negotiate by either reducing the amount to give credit for the time that the property was owned by Ms. Sklader or to have the amount paid in full with a promissory note. Chair Sandahl asked about the current policy for short sale properties. Acting Executive Director/Acting Community Development Director Barton responded that in traditional short sales there is room for negotiation. She continued that this is not a short sale because the lender is not sharing the loss. The entire loss would be with the HRA. Commissioner Gepner asked the homeowner how long since she has lived at the property. Ms. Sklader responded four years. Commissioner Gepner stated that the loan should have been paid back at that time since the Community Revitalization Fund Program is for those who are going to live at the property not rent it out. Chair Sandahl inquired as to if the rent covered her monthly costs. Ms. Sklader stated that it covered the mortgage but not association fees and taxes. She stated she was losing approximately $200 per month. Chair Sandahl stated that part of the reluctance to forgive this loan is that it goes back into a fund for others to use. She asked the homeowner if they would be willing to sign a promissory note to pay back the full amount of the loan. Ms. Sklader was hoping the HRA would help with this loss. Commissioner Gepner stated that he would like to stick to the guidelines that are in place. Chair Sandahl asked the homeowner if she was selling to a friend or relative. Ms. Sklader responded that she was selling to a relative. Commissioner Rubenstein stated that she felt the best option was to have the homeowner sign a promissory note for the full amount. Acting Executive Director/Acting Community Development Director Barton stated her concern that the HRA would lose security on the loan. Commissioner Gepner stated his disappointment that the lender wasn't approached to share in the loss. HRA Meeting -3- July 15,2013 M/Rubenstein, S/Gepner to deny a request by the owner of 7600 Lyndale Avenue, Unit 408 to forgive a Housing and Redevelopment Authority Community Revitalization Fund Program mortgage in the amount of$10,080. Motion failed 1-2. (Sandahl, Rubenstein opposed) M/Sandahl, S/Rubenstein to approve a request by the owner of 7600 Lyndale Avenue, Unit 408 to forgive half of the amount of a Housing and Redevelopment Authority Community Revitalization Fund Program mortgage in the amount of$5,040. Motion carried 2-1. (Gepner opposed) Item #4 HRA DISCUSSION ITEMS Acting Executive Director/Acting Community Development Director Barton announced the August 12 annual Planning Commission bike tour on August 12. The HRA and City Council are invited to attend as well. Item #5 EXECUTIVE DIRECTOR REPORT Acting Executive Director/Acting Community Development Director Barton provided an update on Lyndale Gardens Center. Item #6 CLAIMS AND PAYROLL M/Gepner, S/Rubenstein that the following claims and payrolls be approved: U.S. BANK 07/15/2013 Section 8 Checks: 123608 - 123788 $ 156,253.44 HRA Checks: 31787 - 31806 $ 47,020.26 TOTAL $ 203,273.70 Motion carried 3-0. ADJOURNMENT The meeting was adjourned by unanimous consent at 7:21 p.m. Date Approved: August 19, 2013 Suzanne M. Sandahl Chair Theresa Schyma Karen Barton Deputy City Clerk Acting Executive Director/ Acting Community Development Director HOUSING AND REDEVELOPMENT ge64P:eed A UTHORITY MEETING MINUTES Richfield, Minnesota Special HRA Meeting July 29, 2013 CALL TO ORDER The meeting was called to order by Chair Sandahl at 6:09 p.m. ROLL CALL HRA Members Sue Sandahl, Chair, Debbie Goettel; and David Gepner Present: HRA Members Steven J. Quam and Doris Rubenstein Absent: Staff Present: John Stark, Acting Executive Director; Karen Barton, Assistant Community Development Director; Julie Eddington, HRA Attorney; and Nancy Gibbs, City Clerk. Item #1 CONSIDERATION OF A REVISION MODIFYING THE HRA MORTGAGE RELATING TO THE LYNDALE GARDENS REDEVELOPMENT S.R. NO. 39 Assistant Community Development Director Barton presented Staff Report No. 39. M/Sandahl, S/Goettel that the following resolution be adopted and that it be made part of these minutes: HRA RESOLUTION NO. 1159 RESOLUTION APPROVING THE FIRST MORTGAGE MODIFICATION FOR THE BENEFIT OF LYNDALE GARDENS LLC AND AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH FIRST MORTGAGE MODIFICATION Motion carried 3-0. This resolution appears as HRA Resolution No. 1159. ADJOURNMENT The meeting was adjourned by unanimous consent at 6:18 p.m. Special HRA Meeting -2- July 29,2013 Date Approved: August 19, 2013 Suzanne M. Sandahl Chair Nancy Gibbs John Stark City Clerk Acting Executive Director AGENDA ITEM#: 3A REPORT#: 40 STAFF REPORT RICHFIELD HOUSING AND REDEVELOPMENT AUTHORITY MEETING AUGUST 19, 2013 REPORT PREPARED BY: KATE AITCHISON/JULIE URBAN, HOUSING SPECIALISTS NAME,TITLE REPORT PRESENTER: JOHN STARK, COMMUNITY DEVELOPMENT DIRECTOR ACTING DEPARTMENT DIRECTOR y'� REVIEW: ` aa,;, _ �� `�_iiirf-MIT REVIEWED BY EXECUTIVE DIRECTOR: 4._ A / ITEM FOR HRA CONSIDERATION: Consideration of a proposal from Shadid MARKET(ing)SM Consulting, LLC to provide professional services related to the marketing of Housing Programs to Richfield Residents. I. RECOMMENDED ACTION: By Motion: Consider public comment and authorize staff to enter into a Professional Services Contract with Shadid MARKET(ing) SM Consulting, LLC for services related to the research and planning of marketing strategies for Housing and Redevelopment Authority Housing Programs. II. EXECUTIVE SUMMARY The Housing and Redevelopment Authority (HRA) policymakers and staff have long-discussed the need for new marketing strategies to reach a more diverse group of Richfield residents. Research and planning will be needed to ensure that time and resources are used most efficiently in marketing efforts. Bill Shadid, Shadid MARKET(ing) SM Consulting, LLC (Shadid MARKET(ing)) was recommended by a peer organization and met with staff in the spring of 2013. He submitted a proposal for marketing services that best meet the needs of the HRA along with the Revised 2013 HRA Budget. His proposal would allow for the research and development of a marketing plan, along with guidance for its 081913 Professional Services Agreement with Shadid MARKET(ing).docx implementation. The work would take approximately four months and will include focus groups with Richfield residents. III. BASIS OF RECOMMENDATION A. BACKGROUND • The 2012 Adopted Budget originally set aside funds for New Initiatives in marketing. Due to staff turnover, work on the New Initiatives formally began in the spring of 2013. • The lack of marketing of the community was mentioned numerous times during the Housing Visioning Task Force meetings, as well as the 2013 Realtor Workshop. • In the spring of 2013, staff worked with peer organizations to obtain recommendations for marketing specialists. • Personal meetings and the issuing of a Request for Proposals took place in April 2013. • Two responses to the RFP were received in May 2013. Staff solicited an additional response from a previously-used consultant. • In July 2013, the decision was made to formally recommend Bill Shadid, of Shadid MARKET(ing) to the HRA for the undertaking of marketing research and planning. B. POLICY • The 2013 HRA budget highlights working with a marketing consultant under its New Initiatives. • The Mission Statement of the HRA Marketing and Promotional Events programming is: o "To provide information in a variety of forms to promote Richfield as the best place to live, work, learn and do business. To promote incentive programs that help diversify and upgrade the housing stock in Richfield. To promote redevelopment opportunities within the community and seek community input on those opportunities. To inform both internal and external markets about why we redevelop." C. CRITICAL TIMING ISSUES • Shadid MARKET(ing) will begin work as soon as the contract is executed. The process will take approximately four months. • Staff would like to have a formal marketing plan ready for the start of 2014. D. FINANCIAL • The 2013 revised HRA Budget has funds set aside for New Initiatives in Marketing. • Shadid MARKET(ing)'s proposal will cost approximately $14,000, and was the lowest bid received. E. LEGAL • Legal counsel has reviewed and updated the Contract for Professional Services IV. ALTERNATIVE RECOMMENDATION(S) • Defer action on this item in order to seek further clarification. • Deny the recommended action and direct staff to seek a proposal from a different consultant. V. ATTACHMENTS • Proposal from Shadid MARKET(ing) • Draft Professional Services Contract VI. PRINCIPAL PARTIES EXPECTED AT MEETING • Bill Shadid, Principal — Shadid MARKET(ing) 3 —1 EXHIBIT A MARKET Focused RICHFIELD HOUSING PROGRAMS PROPOSAL FOR SERVICES- MARKETING RESEARCH & MARKETING SERVICES Shadid MARKET(ing)5M Consulting,LLC—Submitted 5.17.13(resubmitted with font size increased 8.1.13) 1. INTRODUCTION WITH BACKGROUND&QUALIFICATIONS I am excited to submit this proposal to provide marketing research and marketing services for the City of Richfield Housing Services Programs.Shadid MARKET(ing)SM Consulting, LLC(SMC) has uniquely relevant capabilities and experience to help you both serve and grow your customer base: • Single source of services with demonstrated ability to provide Research, Insights,Strategy, &Implementation all within one firm • My professional experience is uniquely relevant—17 years of consumer marketing research&marketing,and over 9 years as a licensed architect • Recent identical &successful work for Center for Energy and Environment I am available at any time to answer your questions and provide any additional information desired. air dato William P.Shadid President 2. SCOPE OF WORK A summary scope of work is included below.A more detailed scope of work,with specifics by step, is available for review at any time.The scope of work can also be modified as necessary to meet your needs after further discussion. 2.1. Research/Assessment of our Current Market Conduct and report on 1-2 focus groups of target homeowners. Housing Programs to provide recruiting of focus group participants &conference room. A. Decide objectives,participant profile, &number of D. Develop visual stimulus materials groups E. Conduct focus group(s) B. Identify comprehensive list of questions to be F. Review recordings and document with detailed notes answered G. Develop final report presentation C. Develop focus group discussion guide H. Present final report to city staff 2.2 Develop a Marketing Communications Plan or Strategy(also includes Target Customer Profiles and Features& Benefits Analysis) Work in this section is done by both SMC and Housing staff,and includes training and coaching for Housing Staff throughout. A. Review current brand definition, marketing strategy E. Set Marketing Plan objectives (SMC&Housing staff) &materials F. Develop Marketing Plan strategies(SMC& Housing B. Develop attitudinal Target Customer Profiles staff) C. Complete Features&Benefits Analysis G. Develop Marketing Plan tactics (SMC& Housing staff) D. Review,train,&coach staff on the marketing H. Summarize into final Marketing Plan document planning process Page 1of2 MARKET Focused 2.3 Implementation of Plan(also includes Messaging Guidelines&Creative Briefs) Scope includes both coaching&setting up the Housing staff to implement on their own,&includes development of 2 specific marketing deliverables. A. Develop messaging guidelines for Housing to use D. Lead&train staff in development of a flyer and moving forward revisions to Housing Programs web page (Housing B. Develop creative brief template&1 specific creative provides graphic designer) brief E. Provide additional implementation assistance as C. Train and coach staff on key messaging and creative needed depending on what tactics are developed in briefs the Marketing Plan 3. FEES&DELIVERABLES Deliverables tie to the scope of work above.The proposed fees, as with the Scope of Work,can be modified to meet your needs. Deliverables: A. Marketing Research Final Report E. Creative Briefs(1 reusable template&1 completed B. Target Customers and Features& Benefits Analysis brief) C. Marketing Plan document F. Develop 1 marketing flyer&revise Housing Services D. Messaging Guidelines web pages SCOPE OF WORK SECTION FEES OPTION A FEES OPTION B EXPENSE DETAILS BY WORK SECTION EXPENSES 2.1.Research Option A(1 focus group option) $4,500 Potential visual stimulus boards&participant honorariums $250-$450 2.1.Research Option B(2 focus group option) $5,400 Potential visual stimulus boards&participant honorariums $250-$450 2.2.Marketing Plan/Customer Profiles/Features&Benefits $4,300 $4,300 $0 2.3.Implement(includes work items 2.3A-2.3D;add'I implementation work can be done at fixed fee or hrly rate) $3,400 $3,400 $0 Totals $12,200 $13,100 $250-$450 4. TIMING SMC is available to start work immediately.While timelines will be finalized with Housing staff,the following timing is achievable for each work section, &can overlap as needed: • 2.1 Research/Assessment of our Current Market=6 weeks • 2.2 Marketing Plan/Customer Profiles/Features&Benefits=4 weeks • 2.3 Implement=3-4 weeks for stated work(additional implementation work may require additional time) Page 2 of 2 3 PROFESSIONAL SERVICE AGREEMENT Shadid MARKET(ing)SM Consulting, LLC. THIS AGREEMENT made and entered into by and between the Housing and Redevelopment Authority in and for the City of Richfield, State of Minnesota, hereinafter referred to as the "HRA", and Shadid MARKET(ing)SM Consulting, LLC, hereinafter referred to as "Shadid MARKET(ing)". WITNESSETH: WHEREAS, the HRA wishes to purchase theservices of Shadid MARKET(ing) `} `h ; and WHEREAS, Shadid MARKET(in a rywishes to provide the,services to the HRA. if fi>> utual undertakin s and NOW, THEREFORE, i� ponsideratiort f th��1�� : agreements hereinafter set forth, the HRtd Shadid MARKET(ing) agree as follows: 1. SCOPE OF SERVICES ANDDTERIVIh Xf { Shadid MARKET(ing)agrees tail service to the HRA as indicated on the attached Exhibit o dated-40117, 2013.' Tht eemerit-iss effectiv beginnin August 20, 2013 and will be in Syr rf �' �z �. effect until February 1, 201'4, unless cancelled by either party under paragraph`10 of this Agreement 2. PAYMENT FOR SERVIO . .;. Invoce4must be submitted monthly. Payment for services shall be made directly to. hadid MARKET(ing) by check. Invoices shall be of sufficient detail for the HRA to determine the activity and personnel for which payment is being lade. Payment shall be made within 30 days of receipt of an invoice byfhe HRA. The total payments for services provided under this agreement shall not exceed $14,000.00. 3. INDEPENDENT CONTRACTOR Shadid MARKET(ing) shall select the means, method, and manner of performing the services herein in consultation with the HRA. Nothing is intended or should be construed in any manner as creating or establishing the relationship of copartners between Shadid MARKET(ing) and the HRA 429733v1 MDT RC125-1 5A-4 or as constituting Shadid MARKET(ing) as the agent, representative, or employee of the HRA for any purpose or in any manner whatsoever. Shadid MARKET(ing) is to be and shall remain an independent contractor with respect to all services performed under this Agreement. Shadid MARKET(ing) represents that it has or will secure at its own expense all personnel required in performing services under this Agreement. Any and all personnel of Shadid MARKET(ing) or other persons while engaged in the performance of any work or services required by this Agreement shall have no contractual relationship with the HRA, and shall not be considered employees of the HRA. Any and all claims that may or might arise under the Com Unemployment ensati ., t or the Workers' p4? Compensation Act of the State of Minnes t O behalf of said personnel, arising out of employment, including, w{it ` t lim Cation, claims of discrimination against Shadid MARK,Tg), itsicers, agents, contractors, or employees shall in;n ay be the responsibility of the HRA. Shadid MARKET(ing) shall ind ni and hold the Hits officers and employees harmless from any all such claims irrespective of any determination of any pertinent tribe ,..agen .. board, cool rssion, or court. Such personnel or other pers n{s ha {either require i ;be entitled to any compensation,, rights, or benefits of any kind whatsoever from the HRA, including, withou limitation, tenure rights, medical and hospital care, sick and vacation leave, Worked Compensation, Unemployment Insurance, isability� �erance pay, and PERA. y$j$ 4 4. NONDIS `IIINANf �}} , x tixT.v 110V `' h the City of Richfield's policies The HRA o�i��t<aes rr�:��cordance I� ty p gai tYst discrirfi n tion Shadid MA T(ing) shall abide by all City 4 lii a ' ed ral and State laws, against �r against �well a� ��app '� g discrimination,:include '-, but not li ted to, Minn. Stat. § 181.59. N 5. "INDEMNITY A 9 NSUR;..CE Indemtinity. Shadi IIARKET(ing) agrees to indemnify and hold the HRA, its office`rsand employees harmless from any liability, claims, damages, costs, judgments, or expenses, including reasonable attorney, fees, resulting froth a negligent or intentionally wrongful act or omission (including without limitation professional errors or omissions) of Shadid MARKET(ing), its agents, employees, or assignees in performance of the services provided by this contract, and against all loss by reason of the failure of Shadid MARKET(ing) to fully performance in any respect, all obligations under this contract. Insurance. Shadid MARKET(ing) shall maintain workers' compensation insurance coverage that meets the requirements of Minnesota law, if required by statute. Shadid MARKET(ing) will also maintain adequate 429733v1 MDT RC125-1 3A-5 professional liability insurance to protect itself from claims and liability related to all work performed by it and its employees or agents under this Agreement. 6. RECORDS - AVAILABILITY Shadid MARKET(ing) agrees rees that the HRA, the State Auditor, or any of ( their duly authorized representatives at any time during normal business hours and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt and transcribe any books, documents, papers, records, etc., whickre pertinent to the accounting practices and procedures of S,haid MARKET(ing) and involve transactions relating to this Agreement ecords�shall be retained for three years from date of final payme, W�t respect rto the project. All reports, memos, and other data prF wed by Shade MARKET(ing) shall become the property of the H y ,,5 '‘'i 7. DATA PRACTICES COMPLIAN(:� ;{ r { This contract is overned Minnesota" tdtes, § 13.05, subds. 6 and 11, the provisions of which are ,corporate , reference into this contract. The HRA agreest give: adid MARKET(ing) access to data collected or m ntained byfthe H- A cessarji o perform Shadid MARKET ,it3 s 11 obligations n -r thi -.g t SW did MARKET(ing). � : r._ �_ agrees t � ntairi i data ob '°�le;g� _-®inn t �V.� consistent with the requiremetnts.of the Minnesota Gf nment Data Practices Act, Minn. Stat. §§ 13.02 t see "Act").- did MARKET(ing) will not release or disclose the contents to classi 4f,as not public to any person except ,at tl a wri n dire** of the �.'. St ddid MARKET(ing) agrees to indemnify'the•HRA froom any cla ,_ t lability, damage or loss asserted against HRA',aao result of Shadid MARKET(ing)'s failure to comply with '`tlhe requirements of this paragraph; provided that Shadid MARKET(ing) shall;have no duty` o defend oir indemnify where Shadid MARKET(ing) has'sated in conformance with the HRA's written directions. Upon termination of this contract, Shadid MARKET(ing) agrees to return data to the HRA,'as requested by the HRA. 8. NON-ASSIGNMENT Shadid MARKET(ing) shall not assign, subcontract, transfer, or pledge this contract and/or the services to be performed hereunder, whether in whole or in part, without the prior written consent of the HRA. To the extent that the HRA consents to the subcontracting of any of the services of this agreement, Shadid MARKET(ing) agrees to bind every subcontractor to the terms of this Contract, unless otherwise specifically agreed to in 429733v1 MDT RC125-1 3A-co writing by the HRA, and to pay every subcontractor within 10 days of receipt of payment from the HRA pursuant to Minn. Stat. § 471.425. 9. MERGER AND MODIFICATION a. It is understood and agreed that the entire Agreement between the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof. 5 .. b. Any material alterations, variations, moddifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by the parties hereto. Lh 10. DEFAULT AND CANCELLATI ` y ,- v a. If Shadid MARKET(ing) fails�to perform apy of the provisions of this Agreement or so,fails to administer th*work as to endanger the performance of reement, this" hall constitute a default. Unless the default s e sed, the H ;:.may, upon written notice, W.. immediately cancel the ment in'J entirety. b. The: .,failure to inSi t ups? ` trict performance of any provision or ;rkercis any right Wet is Agreement shall not be deemed a relit :uishment;or waiver` t- a same, Unless consented to in writing Suchsent shale ..t constitute a general waiver or ,relinquiC* It t i ghout ti) s=entire term of the Agreement. c. This Agreement may be canceled without cause by either party upon t enty (2dWays written notice. Shadid MARKET(ing) shall be entitled to"paaymentor services rendered up to the date of notice of 1:,'', cancellations 11. CONTRACT ADM OTRATION In order to coordinate the services of Shadid MARKET(ing) with the activities of the'HRA so as to accomplish the purposes of this contract, Kate Aitchison and Julie Urban shall manage this contract on behalf of the HRA. In addition, meetings shall be held between Shadid MARKET(ing) and HRA staff. Shadid MARKET(ing) may also report directly to the HRA Board of Commissioners. 429733v1 MDT RC125-1 12. LIMITATION OF LIABILITY The total amount of all claims the HRA may have against Shadid MARKET(ing) under this Agreement or arising from the performance or non-performance of the services under any theory of law, including but not limited to claims for negligence, negligent misrepresentation and breach of contract, shall be strictly limited to the lesser of the payment for services pursuant to Section 2 or $100,000. 13. NOTICES Any notice or demand which must be m given o'r made by a party hereto under the terms of this Agreement shal ;ke in writing. Notices shall be sent as follows:f, ys< Community Development Department Julie Urban/Kate Aitchi. ;on, Housing ciali ts``t i 6700 Portland Avenue; h Richfield, MN 55423 ' <` . Shadid MAR T(ing)SM Cc ultin , Bill Shadic�.$P K ipal / s e ti rc>� r:• 5517 U p 'Ave S " Minneapolis$MN 5500 ' 14. UTION � PS-101 r AR `r TS fi Agreement mays executedn,counterparts by the parties, each of :which will be'demed original, but all of which shall constitute one and `- he,same instru nt. #i 15. NO WAIVER BY HA ti:" L t By entering into this Agreement, the HRA does not waive its entitlement to any immuniti4;under statute or common law, nor does it waive any applicable limitations on liability pursuant to state law. 16. GOVERNING LAW The laws of the State of Minnesota shall govern this Agreement. 17. SEVERABILITY 429733v1 MDT RC125-1 3P1 -? Should any part or portion of this Agreement be deemed illegal or non- binding by a court of law, the remainder of the Agreement shall remain in effect. Shadid MARKET(ing) having signed this contract, and the HRA having duly approved this contract on August 19, 2013, and pursuant to such approval and the proper HRA officials having signed this contract, the parties hereto agree to be bound by the provisions herein set fort h. HOUSING AND REDEVELOPMENT AUTHORITY . IN AND FOR THE CITY OF RICHFIELD ` STATE OF MINNESOTA --h f" By: , { , Chairperson 3ti. r By: ; Executive Director ,,:1,,,,,,,,,,:c-:,Aft:,,,,,,:;:..: '-;',:',%'' } f4 Shadid MARKET(i•, Consultir 1 LLC,.� wz, rf Its b } k iY-- 2 {?F $S l,5 ::5 h } r f:: k, fi F 429733v1 MDT RC125-1 AGENDA ITEM#: 3B REPORT#: 41 imAill STAFF REPORT RICHFIELD HOUSING AND REDEVELOPMENT AUTHORITY MEETING AUGUST 19, 2013 REPORT PREPARED BY: KAREN BARTON,ASSISTANT COMMUNITY DEVELOPMENT DIRECTOR NAME,TITLE REPORT PRESENTER: JOHN STARK, COMMUNITY DEVELOPMENT DIRECTOR TITLE ACTING DEPARTMENT DIRECTOR rd rill i 1 REVIEW: i 1/4 AO SI AT i _4,, '''----fdr- REVIEWED BY EXECUTIVE DIRECTOR. .;`K 40' -'' P' / f ITEM FOR HRA CONSIDERATION: Consideration of consent to a Reciprocal Easement Agreement and a Driveway Easement relating to the Lyndale Gardens development. I. RECOMMENDED ACTION: By Motion: Adopt the attached resolution consenting to a Driveway Easement and a Reciprocal Easement Agreement relating to the Lyndale Gardens development. II. EXECUTIVE SUMMARY The Richfield City Council approved a Planned Unit Development (PUD) for the Lyndale Gardens development at their meeting on March 26, 2013. The Lyndale Gardens PUD requires the recording of several easements. These easements are established in the written Reciprocal Easement Agreement (REA) and are shown on the official plat. One of these easements specifically grants access to Lot 4 over Lot 3 ("Driveway Easement"). The Richfield Housing and Redevelopment Authority (HRA) currently has a lien secured by a mortgage on Lot 4. Due to the HRA's security interest in Lot 4, the HRA must consent to the REA and the driveway easement prior to the easements being recorded. In the event that the HRA were to foreclose on its mortgage and become the owner of Lot 4, it would be important to the HRA that the REA and the 08192013 HRA Consent to Easements- Lyndale Gardens Driveway Easement are in place. The REA does not create any obligations for the HRA. Staff is recommending that the HRA adopt the Resolution consenting to the REA and Driveway Easement relating to the Lyndale Gardens Development. III. BASIS OF RECOMMENDATION A. BACKGROUND • At a special meeting of the HRA on July 29, 2013, the HRA adopted a resolution modifying the HRA's mortgage relating to the Lyndale Gardens redevelopment to be secured by Lot 4 of the redevelopment. • The Richfield City Council approved a PUD on March 26, 2013 which requires the recording of several easements, including an easement granting access from Lyndale Avenue to Lot 4 over Lot 3. • The REA is a written document that establishes the easements required by the City in the PUD. • The easements referenced in the REA are shown on the official plat. • The REA addresses important issues relating to the easements, such as which Lot owner is responsible for certain costs and obligations. • The REA does not create any obligations for the HRA. • Because the HRA has a mortgage on Lot 4, and Lot 4 is subject to the REA, the HRA needs to consent to the recording of the REA against the property. • The REA benefits the owner of Lot 4 by coordinating the easements and maintenance obligations. • In the event that the HRA were to foreclose on its mortgage and become the owner of Lot 4, it would be important to the HRA that the REA be in place. • Without the access easement to Lot 4, Lot 4 would be land-locked and therefore, undevelopable. B. POLICY • To the extent possible, secure public investment. • 2008 City of Richfield Comprehensive Plan: o Goal: Develop the Lakes at Lyndale Area as a City Center o Goal: Provide an economic climate within Richfield that will encourage the availability of quality goods, services and employment opportunities for residents. C. CRITICAL TIMING ISSUES • Without the HRA's consent to the easements, the project cannot be developed as approved. D. FINANCIAL • The $315,000 loan that is secured by the mortgage on Lot 4 will be forgiven upon substantial completion of the project and adherence to the terms of the Funding Agreement. • The loan is required to be repaid if the development project is not completed and/or terms of the Funding Agreement are not met by September 1, 2015. • The REA does not create any obligations for the HRA. E. LEGAL • The REA and consent to Driveway Easement Agreement have been reviewed by the HRA's attorney. IV. ALTERNATIVE RECOMMENDATIONS) • Do not adopt resolution. V. ATTACHMENTS • Resolution • Plat • Driveway easement overlay • Driveway Easement Agreement • REA Agreement VI. PRINCIPAL PARTIES EXPECTED AT MEETING • Julie Eddington, HRA Attorney N-1 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA RESOLUTION NO. RESOLUTION CONSENTING TO EASEMENTS FOR THE BENEFIT OF LYNDALE GARDENS LLC AND LAKEWINDS NATURAL FOODS COOPERATIVE WHEREAS, on May 22, 2012, Lyndale Gardens LLC, a Minnesota limited liability company (the "Developer"), as mortgagor, executed and delivered a Mortgage (the "Mortgage") to the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota (the "Authority"), as mortgagee, to establish a lien against certain real property located at 6330 Lyndale Avenue South(the "Mortgaged Property"); and WHEREAS, the Mortgage secures the Developer's obligation under the Funding Agreement, dated November 7, 2011, as amended by the First Amendment to Funding Agreement, dated April 13, 2013, to repay a forgivable loan provided by the Authority to the Developer in the amount of$315,000, the proceeds of which were used to finance the costs of redeveloping the Lyndale Garden Center site, located at 6430 - 6400 Lyndale Avenue South (the "Development Property") in the City if Richfield;and WHEREAS, to facilitate redevelopment of the Development Property, the Developer platted the Development Property and sold a portion thereof (the "Lakewinds Parcel") to Lakewinds Natural Foods Cooperative, a Minnesota cooperative ("Lakewinds"), for the development of a cooperative grocery store; and WHEREAS, prior to platting, the Authority had a first priority mortgage on the Mortgaged Property; however, upon platting, the Mortgaged Property comprised portions of two platted lots; and WHEREAS, the Authority released its mortgage on the Mortgaged Property and accepted a first priority mortgage on another lot within platted Development Property; and WHEREAS, on July 29, 2013, the Board of the Authority approved the execution and delivery by the Authority of a First Mortgage Modification and Partial Release (the"First Mortgage Modification")which modified the Mortgaged Property description; and WHEREAS, there has been presented before the Board of the Authority a Reciprocal Easement Agreement with Covenants, Conditions and Restrictions (the "Reciprocal Easement") between Lakewinds and the Developer, which described various easements dedicated by the plat over and across a portion of the Development Property and the Lakewinds Parcel and also sets out the rights and duties for maintenance obligations for the easement areas; and WHEREAS, there has been presented before the Board of the Authority a Driveway Easement Agreement (the "Driveway Easement") between Lakewinds and the Developer, which 430140v2 JAE RC125-316 grants the Developer, for the benefit of the Mortgaged Property, a perpetual non-exclusive appurtenant easement for pedestrian and vehicular ingress and egress over and across a portion of the Lakewinds Parcel, as identified in the Driveway Easement; and WHEREAS, the Developer has requested that the Authority, as a holder of the Mortgage, as modified by the First Mortgage Modification, consent to the Reciprocal Easement and the Driveway Easement and to that end has presented to the Board of the Authority a Consent to Reciprocal Easement Agreement (the "Consent to Reciprocal Easement") and a Consent to Driveway Easement Agreement(the"Consent to Driveway Easement"); and WHEREAS, the Authority has reviewed the Consent to Reciprocal Easement and the Consent to Driveway Easement and finds that the execution thereof by the Authority and performance of the Authority's obligations thereunder are in the best interest of the City and its residents and the redevelopment of the Lyndale Garden site; and NOW, THEREFORE, BE IT RESOLVED, by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota as follows: 1. The Consent to Reciprocal Easement and the Consent to Driveway Easement presented to the Authority and on file with the Community Development Director are hereby in all respects approved, subject to modifications that do not alter the substance of the transaction and that are approved by the Chairperson and Executive Director; provided that execution of such documents by such officials shall be conclusive evidence of approval. 2. The Chairperson and Executive Director are hereby authorized to execute the Consent to Reciprocal Easement and the Consent to Driveway Easement on behalf of the Authority and to carry out on behalf of the Authority the Authority's obligations thereunder. Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota this 19th day of August, 2013. Suzanne M. Sandahl, Chair ATTEST: Doris Rubenstein, Secretary 2 430140v2 JAE RC125-316 38-3 LYNDALE GARDENS NE.28,T.Govt. 8,R. 3._- , Sec.28.T.2$R.24 I R.T. DOC. NO. 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A —� ` / \` o I �\�' Pf FAA O r J 1 / �� TL1 �� a°F u�6', P�J,Se^ \ l l ,\ \ ,�tv r I \-\\--- I l°vN 4,4 ss y.3 Yom_-- 560 6�S / For the purposes of this plat, the north line of \ /1 /� . \ 0 1 0 'sa 0°`6 REGISTERED LAND SURVEY NO. 1560, according — C` ' ° I i\,,", C I 0 ., I 'P " \ o j' N to the recorded plat thereof, Hennepin County, \. 1 =rte ' I f �O° Minnesota is assumed to bear N80°24'50"E -� �/ 1,\ w I 1'�\' P� so',‘-'' y �\ Denotes found Hennepin County Cast Iron \_ AI AL,I'��9 °/sP/s Monument \ >� s, \ s O Carlson Denotes 1/2 inch by 14 inch iron monument set / / o 30 60 120 0 or to be set within one year of recording of / McCain this plat and marked with license number 40361 ' \ ENVIRONMENTAL•ENGINEERING-SURVEYING 0 IN FEET I • Denotes found 1/2 inch open iron monument Sheet 2 of 2 Sheets 31?) —`� , LYNDALE GARDENS hoc Proposed Driveway Easement Overlay The Cornerstone Group 46' 0 LOT 3 sc 0 l "Xa0 o 0 % ik .T Ho f ,,, `� � cAp oo<9s�� / \/I, Irl A I r- /\ A DIM FM I� %St � 0ea 413 (�47 N L_ I I \ILJ/—I L_L_ \7/-1 I \LJ L_I V.� CF`c'4 p` s, 1 / j� F2Ss � , C J y P \ -104„0, 0 Y \ I4 0+1 e4 II LOT 4 44 11.4)i,�Vj,: --\ l I 0 $`e c,�S ■i Proposed Driveway Easement Description 5�...(vi P�� W 0$'',■(� -.< t� �/ o� of An casement for driveway purposes,over,under and across the 4c, „xi_ ✓ ��/l ��5�9 / \ most Southeasterly 31.00 feet Lot 3,Block 1,LYNDALE oo' ! rF 1 P ,/ f GARDENS,according to the recorded plat thereof,Hennepin +� ��/ / County,Minnesota. - VA 0<s4 �� o t` / tre3 s\0„ o� N i� F,x\6 tea,`N, s'dcp` X0'9 4 / / / i� V �o / e� wI / v.. / IA// /1 1 0 15 30 \ vvVU�_/nii�L /Inli r ID / 11 v V L___,_) 1 AVIL I V T A nnl I/lA I (1 inch = 30 feet) . / LYNDALE GARDENS (/) Carlson Denotes proposed drivewa y easement DRIVEWAY EASEMENT McCain Area of easement = 1,521 sq. ft. ENVIRONMENTAL ENGINEERING .SURVEYING The Cornerstone Group 248 Apollo Drive, Suite 100 i Lino Lake, MN 55014 7 www.carlsonmccain.com 3f6 DRIVEWAY EASEMENT AGREEMENT This Driveway Easement Agreement ("Agreement") is made as of this day of August, 2013 by and between Lakewinds Natural Foods Cooperative, a Minnesota cooperative having an address of 6321 Bury Drive, Suite 21, Eden Prairie, MN 55344 ("Lot 3 Owner") and Lyndale Gardens LLC, a Minnesota limited liability company having an address of 7661 Bush Lake Drive, Bloomington, MN 55438 ("Lot 4 Owner"). RECITALS WHEREAS, Lot 3 Owner is the owner of certain real property located in the City of Richfield, Hennepin County, Minnesota and legally described as Lot 3, Block 1, Lyndale Gardens ("Lot 3"); and WHEREAS, Lot 4 Owner is the owner of certain real property located in Richfield, Hennepin County, Minnesota located adjacent to Lot 3 and legally described as Lot 4, Block 1 Lyndale Gardens ("Lot 4"); and WHEREAS, Lot 3 Owner desires to grant to Lot 4 Owner, and all such subsequent owners of Lot 4 and its Permittees (as defined below) a non-exclusive appurtenant easements for ingress, egress, and roadway purposes over a portion of Lot 3, in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the Recitals, which are hereby made a part hereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows: 1. Declaration of Easement Over Lot 3. Lot 3 Owner hereby warrants and covenants that it is the owner in fee simple of Lot 3 and hereby grants and conveys unto Lot 4 a perpetual non- exclusive appurtenant easement for pedestrian and vehicular ingress and egress over and across that portion of the Lot 3 referred to in the attached Exhibit A as "Easement" and legally described on Exhibit A ("Driveway Easement Area") for the benefit of Lot 3 and for the benefit and use by Lot 4, and its Permittees. A depiction of the Driveway Easement Area is set forth in Exhibit A attached hereto and made a part hereof. 2. Permitted Users of the Driveway Easement Area. "Permittees" as used in this Agreement shall mean Lot 4 Owner, from time to time, and its tenants occupying the improvements located on Lot 4 from time to time located on Lot 4 for the duration of such tenancy, and the employees, customers, agents, contractors, guests and invitees of such tenants. Lot 4 Owner shall not be permitted to grant rights to the Driveway Easement to any adjoining lot owners without the express written consent of the Lot 3 Owner. Nothing shall release the Lot 4 Owner from its obligations and responsibilities contained herein. 3. Maintenance and Repair. Lot 3 Owner covenants and agrees to maintain in good condition and repair, or cause to be maintained and kept in repair, the Driveway Easement Area. Such obligations to maintain, shall, without limitation, include the following (collectively, "Maintenance"): 3.1 Surface and Grade. Maintaining the surfaces at such grades and levels that they may be used and enjoyed as contiguous and homogeneous common areas and maintaining the surfaces in a level, smooth and evenly-covered condition with the type of surfacing material originally installed or of similar quality, use and durability. 3.2 Removal of Obstructions. Removing all papers, debris, snow, ice, filth and refuse and thoroughly sweeping such portion of the Driveway Easement Area to the extent reasonably necessary to keep such portion of the Driveway Easement Area in a neat, clean and orderly condition. 3.3 Signage, Lighting, etc. Placing, keeping in repair, and replacing any necessary or appropriate directional signs, striping markers and lines; and operating, keeping in repair and replacing, when necessary, artificial lighting facilities as shall be reasonably required. The cost of the Maintenance of the Driveway Easement Area shall be initially borne by Lot 3 Owner until the earlier of(i) the date that a building permit is pulled for the commencement of construction on Lot 4, or (ii) the sale or other transfer of all or a portion of the Lot 4 Property by the Lot 4 Owner (said date to be the "Commencement Date"). From and after the Commencement Date all costs of performing the Maintenance shall be allocated fifty percent(50%) to Lot 3 and fifty percent (50%) to the Lot 4 Owner. Lot 3 Owner shall provide Lot 4 Owner with an invoice from time to time for such party's share of the cost of maintaining the Driveway Easement Area. Lot 4 Owner shall pay its share within thirty (30) days after such invoice. Any contracts entered into for Maintenance services shall include itemized cost information and the calculation of cost for the Driveway Easement Area shall be separate from the remainder of Lot 4 based on square footage. Any contract entered into for snow removal services shall include separate cost information for snow removal services with respect to the Driveway Easement Area (so that the calculation of cost for the Driveway is separate from the remainder of Lot 3 paved area based on square footage), and said Lot 3 Owner will provide to Lot 4 Owner copies of any contracts relating to such snow removal services, or invoices relating thereto. 4. Effect of Non-Payment; Lien. Should any Owner default in the payment of any amounts required hereunder and such default shall continue for a period of thirty (30) days after written notice thereof, said amounts shall become a continuing lien on such defaulting Owner's Lot,which shall bind the defaulting Owner, its successors and assigns and any Owner not in default may bring an action at law against the defaulting party to pay the same or to foreclose the lien against said Lot by suit in the manner provided for the foreclosure of mortgages upon real estate, and there shall be added to the amount of such costs and expenses the cost of preparing and filing the complaint in such action; and in the event a judgment is obtained, such reasonable attorney's fees shall be paid to the prevailing party. Neither party may waive nor otherwise escape liability for the costs and expenses provided for herein by non-use of the easements granted herein. Any invoice remaining unpaid after the due date shall accrue interest at the lesser of(i) 1.5% per month, or(ii)the highest rate permitted by law. 5. Restrictions. Use and enjoyment of the Easements herein granted shall be subject to the following terms, covenants and restrictions: a. No Obstructions. No obstructions which would prevent, restrict, or otherwise inhibit the passage of pedestrians or the maneuvering of vehicles over the Driveway Easement Area shall be erected, condoned, or permitted to endure over any portion of the Driveway Easement Area at anytime; provided, however, the parties hereto may from time to time set up structures as may be reasonably necessary to protect the public safety and to perform necessary maintenance and repairs of the Driveway Easement Area provided that it is done in a manner so that access is not completely blocked to either Lot. b. Parked Automobiles. The Owners agree to keep the Driveway Easement Area free and clear of all parked vehicles at all times. 6. Term; Parties in Interest. The terms, conditions, covenants and easements herein shall run with the land and shall be binding upon all parties hereto and all persons or entities claiming under them in perpetuity. Upon a conveyance of the respective Lot owned by a party hereto, the transferring owner will thereafter be released from any obligation under this Agreement arising thereafter. Any owner of Lot 3 will mean "Lot Owner 3" as used herein. Any owner(s) of Lot 4 will be referred to herein as "Lot Owner 4", and Lot Owner 3 and Lot Owner 4 are collectively referred to herein as the"Owners". 7. Indemnification. Each owner of Lot 3 and Lot 4 shall defend, indemnify and hold each other from and against any and all claims, actions, damages, fines, liabilities and expenses of every kind, nature and sort whatsoever (including reasonable attorneys' fees, court costs and expenses) which may be imposed upon, incurred by or asserted against the indemnified Lot owner or its property in connection with loss of life, personal injury and/or property damage arising from or relating to any occurrence in, upon or at the indemnified owner's Lot, or any part thereof, by the indemnifying party, or from the exercise of the easements rights granted herein, except to the extent caused by the willful or negligent acts or omissions of the indemnified party or to the extent covered by insurance as provided herein. With respect to any indemnification provided for hereunder, the indemnifying Lot owner shall immediately respond and take over the expense, defense (with counsel reasonably acceptable to the indemnified party) and investigation of all such claims arising under this indemnity. 8. Liens. If a Lot Owner ("Lien Party") performs or has performed any work upon its own property or upon the property of another Lot Owner ("Creditor Party"), the Lien Party will not permit any mechanic's, materialmen's or other similar liens to stand against the Creditor Party's property for the labor or material which have been furnished in connection with such work. If any mechanic's, materialmen's or other lien is filed against the property of the Creditor Party as a result of the nonpayment of an amount due which, if due, would not be payable by the Creditor Party by reason of this Easement and which, if due, would be payable by the Lien Party, then the Lien Party will at its sole cost post a bond to procure the discharge of said lien upon written request of the Creditor Party. If the Lien Party fails to discharge said lien or post a bond insuring over the lien within twenty(20) days from the written request of the Creditor Party,the Creditor Party may bond and contest the validity of any lien, pay the unpaid amount of the lien on its property and purchase the lien rights of the party which furnished the materials or services, and take all other action and expend any sum necessary to remove said lien. The Lien Party to whom the labor and materials were supplied will immediately pay any judgment rendered, all amounts expended by the Creditor Party (including without limitation all amounts expended by Creditor Party to cure), and all other expenses incurred by the Creditor Party to release its property from said lien including without limitation reasonable attorney's fees, interest and costs. The Lien Party or the Creditor Party will immediately notify the other of any lien filed against the other Party's property. 9. Not a Public Dedication. Nothing herein contained shall be deemed to be a grant of dedication of any portion of the Driveway Easement Area to the general public for any public purposes whatsoever, it being the intent of the Lot 3 Owner granting the easement set forth herein that this Driveway Easement shall be strictly limited to and for the purposes herein expressed. 10. Insurance. Each Lot Owner shall procure and maintain general public liability insurance in amounts of not less than $2,000,000.00 per occurrence against claims for bodily injury, death and property damage occurring on or from the use of the Driveway Easement Area. 11. Force Majeure. Neither party shall be liable for failure to perform its respective obligations under this Agreement when such failure is caused by fire, explosion, flood, act of. God or inevitable accident, civil disorder or disturbance, vandalism, war, riot, sabotage, extreme weather, governmental rules or regulations, or like causes beyond the reasonable control of such party. 12. Rights and Obligations of Lenders. If by virtue of any right or obligation set for herein, a lien shall be placed upon any one of the Lots, such lien shall be expressly subordinate and inferior to the lien of any first mortgage lien holder now or hereafter placed on such Lot, except those liens recorded prior to recordation of any such first mortgage. Except as set forth in the preceding sentence, however, any holder of a mortgage lien on any one of the Lots, and any assignee or successor in interest of such mortgage lien holder, shall be subject to the terms and conditions of this Agreement. 13. Estoppel Certificate. Any Owner shall, upon the written request of any other Owner, issue to such other Owner or its respective mortgagee, tenant or purchaser, an estoppel certificate stating, to the best of the issuer's knowledge: (a) whether it knows of any default under this Agreement by the requesting Owner, and, if there are any known defaults, specifying the nature thereof; (b) whether this Agreement has been assigned, modified or amended in any way by it and if so, then stating the nature thereof; (c) whether this Agreement is in full force and effect; and (d) whether there are any sums due and owing by any Owner of any Lot under this Agreement. 14. Partial Invalidity. Invalidation of any of the provisions of the covenants, conditions and restrictions herein contained, whether by order of court of competent jurisdiction or otherwise, shall in no way affect any of the provisions which shall remain in full force and effect. 15. Entire Agreement; Amendment. This Agreement contains the entire agreement with respect to the subject matter herein contained and all preliminary negotiations with respect to the subject matter herein contained are merged into and incorporated into this Agreement and all prior documents and correspondence with respect to the subject matter herein contained are superseded and of no further force and effect. This Agreement may be amended from time to time only by written instrument executed by each of the entities having an ownership interest in any Lot subject to the terms and conditions of this Agreement at the time of such amendment, which instrument shall be recorded on the office of the Registrar of Titles or County Recorder of Hennepin County, Minnesota. 16. Transfer. Wherever a transfer occurs in the ownership of any Lot, the transferor shall have no further liability for breach of covenant occurring after the date of the transfer. 17. Notices. All notices and demands herein required shall be in writing and shall be sent by United States certified mail return receipt requested, personal delivery or overnight courier (guarantying next day delivery) to the owner at the address of such owner for the subject Lot as set forth in the Hennepin County Assessor's office for tax notice purposes. All notices shall be deemed given two (2) business days following deposit in United States Mail with respect to a certified or registered letter, one (1) business day following deposit if delivered to an overnight courier guarantying next day delivery or on the same day if sent by personal delivery. Any party may change its address for the service of notice by giving written notice of such change to the party in the manner above specified. 35- I 18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 19. Waiver. Any waiver by any party of any default of another party hereunder shall not affect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies and rights of the parties hereto under and pursuant to this Agreement. 20. Headings. The headings of sections of this Agreement are for convenience of reference only and do not form a part hereof and in no way interpret or construe such paragraphs. 21. Counterparts. This Agreement may be executed in multiple counterparts, all of which shall be originals and all of which together shall constitute one and the same instrument. [Signature Page to Driveway Easement Agreement] IN WITNESS WHEREOF, the foregoing Driveway Easement Agreement has been executed on the day and year first above written. LOT 3 OWNER: LAKEWINDS NATURAL FOODS COOPERATIVE By: Name: Dale Woodbeck Title: General Manager STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of August, 2013, by Dale Woodbeck, the General Manager of Lakewinds Natural Foods Cooperative, a Minnesota cooperative, on behalf of the Cooperative. Notary Public —Ia [Signature Page to Driveway Easement Agreement] LOT 4 OWNER: LYNDALE GARDENS LLC By: Name: Colleen M. Carey Its: President STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of August, 2013, by Colleen M. Carey, the President of Lyndale Gardens LLC, a Minnesota limited liability company, on behalf of the company. Notary Public THIS INSTRUMENT WAS PREPARED BY: GERSTEIN-TIMM PLLC (BGT) 100 Prairie Center Drive, Suite 210 Eden Prairie,MN 55344 30- 13 EXHIBIT A DEPICTION AND LEGAL DESCRIPTION OF DRIVEWAY EASEMENT AREA CONSENT TO DRIVEWAY EASEMENT AGREEMENT The undersigned, Anchor Bank, N.A., a national banking association ("Mortgagee") is a holder of (i) that certain Mortgage in the original principal amount of $3,775,000 ("First Mortgage"), executed by Lakewinds Natural Foods Cooperative, a Minnesota cooperative ("Mortgagor"), in favor of Mortgagee dated August , 2013, and (ii) that certain mortgage in the original principal amount of $3,225,000 ("Second Mortgage") (the First Mortgaged and Second Mortgage are collectively referred to hereinafter as the "Mortgages"), executed by Mortgagor, in favor of Mortgagee dated August , 2013. Said Mortgages were recorded on in the office of the Registrar of Titles of Hennepin County, Minnesota as Document Nos. T and T ,respectively. The Mortgages constitute valid and subsisting first and second liens upon the property defined as "Lot 3" to this Easement and legally described as Lot 3, Block 1, Lyndale Gardens, Hennepin County, Minnesota. The Mortgagee desires to waive any objection it may have to the execution and acknowledgment of the foregoing Driveway Easement Agreement ("Easement"), by the parties thereof, and desires further to consent to the recording of the foregoing Easement in the office of the Registrar of Titles in and for Hennepin County,Minnesota. NOW, THEREFORE, in consideration of One Dollar ($1.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mortgagee, for itself, its successors, and assigns, hereby consents to the foregoing Easement, and to all the terms, covenants, easements and conditions contained in said Easement, and consents to the recording of said Easement in the office of the office of the Registrar of Titles in and for Hennepin County, Minnesota. In addition, Mortgagee, for itself, its successors and assigns, agrees that the Mortgage shall be, and the same hereby is made, subject to the foregoing Easement with the same force and effect as though the foregoing Easement had been executed, delivered and recorded prior to the date of the Mortgage. IN WITNESS WHEREOF, this Consent has been executed by the undersigned as of this day of , 2013. ANCHOR BANK,N.A., a national banking association By: Duane Sather Its Senior Vice President STATE OFMINNESOTA ) )SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of August, 2013, by Duane Sather, the Senior Vice President of Anchor Bank, N.A., a national banking association, on behalf of said association. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Gerstein-Timm, PLLC (BGT) 100 Prairie Center Drive, Suite 210 Eden Prairie,MN 55344 5H149 CONSENT TO DRIVEWAY EASEMENT AGREEMENT The undersigned, Local Initiatives Support Corporation, a New York not-for profit corporation, ("Mortgagee") is a holder of that certain Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing ("Original Mortgage"), executed by Lyndale Gardens, LLC, a Minnesota limited liability company ("Mortgagor"), in favor of Mortgagee dated November 21, 2011. Said Mortgage was recorded on November 22, 2011 in the office of the Registrar of Titles of Hennepin County, Minnesota as Document No. T4903926, as thereafter amended by First Mortgage Modification and Spreading Agreement dated August 29, 2012, filed on September 13, 2012 in the office of the Registrar of Titles of Hennepin County, Minnesota as Document No. T4992449 ("First Modification"), the original as modified by the First Modification are collectively referred to herein as the "Mortgage") and that certain Second Mortgage Modification and Partial Release dated , 2013, filed of even date herewith in the office of the Registrar of Titles of Hennepin County, Minnesota("Second Modification") (the original as modified by the First Modification and Second Modification are collectively referred to herein as the"Mortgage"). The Mortgage constitutes a valid and subsisting first lien upon the property legally described in the attached Exhibit A. The Mortgagee desires to waive any objection it may have to the execution and acknowledgment of the foregoing Driveway Easement Agreement("Easement"), by the parties thereof, and desires further to consent to the recording of the foregoing Easement in the office of the Registrar of Titles in and for Hennepin County, Minnesota. NOW, THEREFORE, in consideration of One Dollar ($1.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mortgagee, for itself, its successors, and assigns, hereby consents to the foregoing Easement, and to all the terms, covenants, easements and conditions contained in said Easement, and consents to the recordin g of said Easement in the office of the office of the Registrar of Titles in and for Hennepin County, Minnesota. In addition, Mortgagee, for itself, its successors and assigns, agrees that the Mortgage shall be, and the same hereby is made, subject to the foregoing Easement with the same force and effect as though the foregoing Easement had been executed, delivered and recorded prior to the date of the Mortgage. [Remainder of Page Left Intentionally Blank. Signature Page to Follow] IN WITNESS WHEREOF, this Consent has been executed by the undersigned as of this day of , 2013. Local Initiatives Support Corporation, a New York not-for profit corporation By: Its STATE OF ) )SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2013, by the of Local Initiatives Support Corporation, a New York not-for profit corporation, on behalf of the not-for-profit corporation. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Gerstein-Timm,PLLC (BGT) 100 Prairie Center Drive, Suite 210 Eden Prairie, MN 55344 34-19 Exhibit A to Consent to Driveway Easement Agreement Lot 4, Block 1, Lyndale Gardens, Hennepin County, Minnesota SB-; 0 CONSENT TO DRIVEWAY EASEMENT AGREEMENT The undersigned, Housing and Redevelopment Authority in and for the City of Richfield, a public body corporate and politic under the laws of the State of Minnesota ("Mortgagee") is a holder of that certain Mortgage ("Mortgage"), executed by Lyndale Gardens, LLC, a Minnesota limited liability company ("Mortgagor"), in favor of Mortgagee dated November 21, 2011. Said Mortgage was recorded on November 22, 2011 in the office of the Registrar of Titles of Hennepin County, Minnesota as Document No. T4903928 as modified by that certain First Mortgage Modification and Partial Release dated as of , 2013, filed of even date herewith in the office of the Registrar of Titles of Hennepin County, Minnesota("First Modification") (the original as modified by the First Modification is collectively referred to herein as the"Mortgage"). The Mortgage constitutes a valid and subsisting lien upon the property legally described in the attached Exhibit A. The Mortgagee desires to waive any objection it may have to the execution and acknowledgment of the foregoing Driveway Easement Agreement("Easement"), by the parties thereof, and desires further to consent to the recording of the foregoing Easement in the office of the Registrar of Titles in and for Hennepin County,Minnesota. NOW, THEREFORE, in consideration of One Dollar ($1.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mortgagee, for itself, its successors, and assigns, hereby consents to the foregoing Easement, and to all the terms, covenants, easements and conditions contained in said Easement, and consents to the recording of said Easement in the office of the office of the Registrar of Titles in and for /3,3 Hennepin County, Minnesota. In addition, Mortgagee, for itself, its successors and assigns, agrees that the Mortgage shall be, and the same hereby is made, subject to the foregoing Easement with the same force and effect as though the foregoing Easement had been executed, delivered and recorded prior to the date of the Mortgage. [Remainder of Page Left Intentionally Blank. Signature Page to Follow] IN WITNESS WHEREOF, this Consent has been executed by the undersigned as of this day of , 2013. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA By Its Chair And By: By Its Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN) The foregoing instrument was acknowledged before me this day of August 2013, by Suzanne M. Sandahl,the Chair of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, on behalf of the Authority. Notary Public STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN) The foregoing instrument was acknowledged before me this day of August, 2013, by Steve Devich, the Executive Director of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, on behalf of the Authority. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Gerstein-Timm,PLLC(BGT) 100 Prairie Center Drive,Suite 210 Eden Prairie,MN 55344 N- 2,3 Exhibit A to Consent to Driveway Easement Agreement Lot 4, Block 1, Lyndale Gardens, Hennepin County, Minnesota 8196938v9 / 5 Reciprocal Easement Agreement with Covenants, Conditions and Restrictions Richfield, Minnesota THIS RECIPROCAL EASEMENT AGREEMENT WITH COVENANTS, CONDITIONS AND RESTRICTIONS ("REA") made August, 2013, by, Lyndale Gardens LLC, a Minnesota limited liability company ("Developer") and Lakewinds Natural Foods Cooperative, a Minnesota cooperative ("Lakewinds"). RECITALS: WHEREAS, Developer is the owner of certain property in the City of Richfield, County of Hennepin, State of Minnesota legally described as Lots 1, 2 and 4, Block 1 and Outlots B and C, all in Lyndale Gardens, Hennepin County, Minnesota(collectively referred to as "Developer Tract"), all as identified on the site plan attached hereto as Exhibit A(the"Site Plan"). WHEREAS, Lakewinds is the owner of certain property in the City of Richfield, legally described as Lot 3, Block 1 Lyndale Gardens, Hennepin County, Minnesota (the "Lakewinds Tract") and as identified on the Site Plan. WHEREAS, the Developer Tract and Lakewinds Tract shall be collectively referred to as the"Development." WHEREAS, Developer intends on developing a mixed use residential and retail strip center on the Developer Tract with related amenities; and WHEREAS, Lakewinds intends on developing a whole foods grocery store on the Lakevinds Tract; and WHEREAS, Developer and Lakewinds intend that the Development be operated as an 1 integrated Development on the terms and conditions stated in this REA. NOW, THEREFORE, in consideration of the premises, the covenants and agreements herein set forth and in furtherance of the development, Developer and Lakewinds hereby agree that the Development is subject to the declarations, easements, covenants and agreements hereinafter contained. ARTICLE 1 DEFINITIONS Defined Terms. Unless the context otherwise requires, the terms defined in this REA will have the following definitions: 1.1 "Access Openings" shall have the meaning ascribed to it in Section 4.5 of this REA. 1.2 Approving Parties. "Approving Parties" shall mean the Parties designated from time to time to make certain decisions and/or give certain approvals pursuant to the terms of this REA. There shall be only one (1) Approving Party representing the Developer Tract and one (1) Approving Party representing the Lakewinds Tract. Developer shall be the initial Approving Party for the Developer Tract, and Lakewinds shall be the Approving Party for the Lakewinds Tract. 1.3 Building Area. "Building Area" shall mean the areas of the Development within which buildings (which for the purpose of this REA shall include any appurtenant canopies, supports, loading docks, truck ramps and other outward extensions and outdoor patio or seating area) are constructed,placed or located. 1.4 Building. "Building" shall mean any permanently enclosed structure placed, constructed or located on a Lot, which for the purpose of this REA shall include any building appurtenances such as stairs leading to or from a door,transformers,trash containers or compactors, canopies, supports, loading docks,truck ramps, and other outward extensions of such structure. 1.5 Common Area. "Common Area" shall mean all parking lots, driveways, sidewalks and other areas within the exterior boundaries of the Development, exclusive of any Building Area and any Outside Sales Area. 1.6 Driveways. "Driveways" shall mean those driveways and related driveway improvements, paving, curbing, entrances and exits, in the location on the Lots as shown on the Site Plan. 1.7 Final Plat. "Final Plat" shall mean the final plat (or later additions) of the Lyndale Gardens recorded with Hennepin County, a copy of which is attached hereto as Exhibit B. 1.8 Governmental Authorities. "Governmental Authorities" shall mean any federal, state, county, city or local governmental or quasi-governmental authority, entity or body (or any departmental agency thereof)exercising jurisdiction over a particular subject matter. 1.9 Governmental Requirements. "Governmental Requirements" shall mean all applicable laws, statutes, ordinances, codes, rules, regulations, orders, resolutions and applicable 2 judicial decisions or decrees, as presently existing and hereafter amended, of any Governmental Authorities. 1.10 Interest Rate. The lesser of the following: (a)the highest rate permitted by law to be paid on such type of obligation by the Party obligated to make such payment; or (b)two percent (2%) per annum in excess of the interest rate from time to time publicly announced by Wells Fargo Bank N.A., Minneapolis, Minnesota, or its successor, as its reference or prime rate, even though such bank may lend funds to its customers at interest rates that are at, above, or below such rate. 1.11 Lot. "Lot" or "Lots" shall mean individually or collectively the portions of the Development legally described as Lots 1, 2, 3, 4, Block 1, and Outlots B and C, Lyndale Gardens Addition. 1.12 Occupant. "Occupant" shall mean any Person from time to time entitled to the use and occupancy of any portion of a Building on a Lot under an ownership right or any lease, sublease,license, concession, or other similar agreement. 1.13 Outside Sales Area. "Outside Sales Area" shall mean an area of a Lot which is used exclusively by an Occupant of such Lot for sales and/or storage purposes and which is enclosed by a fence or other security barrier, compliance with all Governmental Requirements. 1.14 Party or Parties. "Party" or "Parties" shall mean Lakewinds, Developer and their respective successors and assigns or any successors or assigns thereof who become owners of any portion of the Development. Each Party shall be liable for the performance of all covenants, obligations and undertakings herein set forth with respect to the portion of the Development owned by it which accrue during the period of such ownership, and such liability shall continue with respect to any portion transferred, at which time the transferring Party's personal liability for unaccrued obligations shall terminate. On any conveyance of any portion of the Development, the conveying party will thereafter be released from any further obligation under this REA arising thereafter with respect to the part of Development so conveyed, and the grantee shall be liable for all obligations under this REA with respect to the part of Development so conveyed arising from and after the conveyance. Each Party agrees to execute and deliver any 'documents reasonably necessary to evidence such release for the purpose of recording or otherwise, which documents or assurances will be duly executed by the Parties or by any grantee to any such grantor. However no failure of a Party to execute or deliver such a document will render a release invalid. A Party transferring all or any portion of its fee interest in the Development or a Lot shall give notice to all other Parties and the Operator, if any, of such transfer and shall include in such notice at least the following information: (i) The name and address of the new Party; (ii) A copy of the legal description of the portion of the Development transferred by such Party; and 3 (iii) If the new Party is a designated Approving Party. If a Lot is owned by more than one Person, the Person or Persons holding at least fifty-one percent (51%) of the ownership interest in the Lot shall designate one of their number to represent all owners of the Lot and such designated Person shall be deemed the Party for such Lot. Any transferring Party shall (for the purpose of the REA only)be the transferee's agent. Nothing contained herein to the contrary shall affect the existence, priority, validity or enforceability of any lien permitted hereunder which is placed upon the transferred portion of the Development prior to receipt of the notice. 1.15 Person. "Person" shall mean any individual, partnership, firm, association, corporation,trust, or any other form of business or government entity. 1.16 Permittee. "Permittee" shall mean all Occupants and the officers, directors, employees, agents, contractors, customers, vendors, suppliers, visitors, invitees, licensees, subtenants, and concessionaires of Occupants. Among others, Persons engaging in any of the following activities on the Common Area will not be considered to be Permittees: (a) exhibiting any placard, signs or notice; (b) distributing any circular, handbill, placard, or booklet; (c) soliciting memberships or contributions; (d) parading, picketing, or demonstrating; or (e) failing to follow regulations relating to the use of the Development. 1.17 Utility Lines. "Utility Lines" shall mean those facilities and systems for transmission of utility services including, without limitation, gas, electrical, water lines, sanitary sewer lines, including without limitation drainage and storage of surface water and fire hydrants and any water lines servicing said hydrants. "Common Utility Lines" shall mean those Utility Lines, if any, which are installed to provide the applicable service to more than one Lot. "Separate Utility Lines" shall mean those Utility Lines which are installed to provide the applicable service to only one Lot. For the purpose of this REA, the portion of a Utility Line extending between a Common Utility Line and a Building shall be considered a Separate Utility Line. ARTICLE 2 UTILITY LINE EASEMENTS 2.1 Utility Line Easements. Lakewinds and Developer hereby grant to each other over, through and under their respective Lots the easements set forth herein and declare that each Lot is hereinafter subject to, encumbered by and shall be conveyed subject to and for the benefit of the Parties and Permittees, a perpetual non-exclusive easement over, under and across those portions of the grantor's Lot (exclusive of any portion located within the Building Area) to maintain, operate, repair, replace and construct all Utility Lines to, over and across the Development serving the grantee's Lot. The initial location of the Utility Lines shall be as identified on the Final Plat and the utility plans, if any, which are approved by both Approving Parties. The easement area shall be no wider than necessary to reasonably satisfy the requirements of a private or public utility company. Any Party shall have the right to relocate any Utility Line on its Lot upon notice to 4 the grantee, as long as the relocation: (a) does not unreasonably interfere with the utility services to the grantee; (b) is performed at the relocating Party's expense; and (c) is completed using materials and design standards which equal or exceed those originally used. A grantee may relocate a Utility Line on another Party's Lot with such Party's consent, which shall not be unreasonably withheld, conditioned or delayed, provided that such relocation (a) does not unreasonably interfere with the utility services to the grantee; (b) is performed at the relocating Party's expense; and (c) is completed using materials and design standards which equal or exceed those originally used. Any relocation on another Party's Lot shall be accomplished in accordance with the following: (i)before exercising the right to relocate any Utility Line, the grantee shall first provide the grantor with a written statement describing the need for such relocation, a survey and proposed final working drawings and specifications for construction of the proposed relocated Utility Line, and an architect's or engineer's report that contains all information that the grantor may reasonably request in connection with the proposed relocation and other work to be performed in connection therewith, and shall identify the proposed new location of the Utility Line; and (ii) upon request,the grantee shall provide to the grantor a copy of an as-built survey showing the location of such relocated Utility Line. Any Party installing, maintaining, operating, repairing, replacing or constructing utilities pursuant to the provisions of this Section shall pay all costs and expenses with respect thereto and shall cause all work in connection therewith (including without limitation general clean-up and proper surface and/or subsurface restoration)to be completed as quickly as possible and in a manner so as to minimize interference with the use of the grantor's Lot. If both Parties agree to install a Common Utility Line, all costs and expenses of such Common Utility Line may be set forth in a separate agreement between those cooperating Parties. All Utility Lines shall be underground except ground mounted electrical transformers, as may be necessary during periods of construction, reconstruction, repair or temporary service, as may be required by governmental agencies having jurisdiction as may be required by the provider of such services,and fire hydrants. 2.2. Maintenance of Utility Line Easements. Each Party shall maintain, repair and replace, or cause to be maintained, repaired and replaced, in a good state of repair and safe condition, at its sole cost, the portion of the Common Utility Lines on its Lot and any Separate Utility Lines utilized by it. Any Party performing or causing to be performed maintenance,repair or replacement work agrees to promptly pay all costs and expenses associated therewith, to diligently complete such work as quickly as possible, to promptly clean the area and restore the affected portion of the Development to a condition equal to or better than the condition which existed prior to the commencement of such work, and not to unreasonably interfere with the use or occupancy of any of the other Lots. In the event that a Party fails to undertake such maintenance, repair or replacement of any Common Utility Line on its Lot within thirty (30) days after receipt of written notice 5 detailing such failure, or within two (2) days after written notice in the event of an emergency, any of the other Parties may, but shall have no obligation to, undertake such maintenance, repair or replacement. A Party ("Advancing Party") who maintains, repairs, or replaces any Common Utility Line on another Party's Lot in compliance with the terms of this REA shall bill the Party owning the Lot containing the Common Utility Line for the Advancing Party's reasonable costs in connection with such maintenance, repair and replacement. The Advancing Party shall have a lien on such other Party's Lot to secure payment of all sums advanced under this Section which shall be superior and senior to any lien hereafter placed upon the other Party's Lot, including the lien of any subsequent mortgage or deed of trust, except any first mortgage lien. Such other Party shall pay such expenses to the Advancing Party within thirty(30)days of receipt of such bill. The easements granted in this Article 2 will include the right to go in, to, over or across the Development, as may be reasonably necessary to exercise the easement rights granted in this Article 2;provided,however,that: (a) Any Party repairing Utility Lines on another Party's Lot shall give the other Party thirty (30) days prior written notice of its intent to enter the other Party's Lot so as to exercise its rights under the easements granted in this Article 2, but in the event of an emergency, each Party shall give the other Party reasonable notice; (b) Such exercise shall not unreasonably interfere with the use and occupancy by the other Party of its Lot and shall be calculated so as to minimize any interference with such use and occupancy; (c) Such exercise shall be at the sole cost and expense of the Party exercising its rights hereunder; (d) The Party exercising its rights hereunder shall promptly repair, replace and restore the other Party's Lot and any improvements thereupon including without limitation landscaping, sod and pavement to the condition that existed prior to exercise of its rights under the easements granted in this Article 2. Each Party agrees to perform all construction, maintenance or repair permitted by this Article 2 in as expeditious a manner as possible. ARTICLE 3 DRAINAGE EASEMENT 3.1 Drainage Easement. Each Party grants to the other the easements set forth herein and declares that each Lot is hereinafter subject to, encumbered by, and shall be conveyed subject to and for the benefit of the Parties and Permittees, a perpetual non-exclusive easement to maintain, operate, repair, replace and construct all drainage improvements, including, without limitation, to any catch basin or pond in a public right of way, over and across: (i) that portion of the Development which may be identified on the Final Plat as the "Utility Easement and Drainage Easement"; (ii) any drainage and utility easements required by the City of Richfield; and (iii) any 6 catch basin or pond identified on any grading and drainage plan as has been approved by the City of Richfield(collectively referred to as"Drainage Easement"). 3.2 Maintenance of Drainage Easement. Each Party shall maintain, repair and replace, or cause to be maintained, repaired and replaced, in good state of repair and safe condition, at its sole cost,that portion of the Drainage Easement on its Lot. In the event that a Party fails to undertake such maintenance, repair or replacement of that portion of the Drainage Easement on its Lot, within thirty (30) days after receipt of written notice detailing such failure, or within two (2) days after written notice in the event of an emergency, any of the other Parties may, but shall have no obligation to, undertake such maintenance, repair or replacement. A Party ("Advancing Party") who maintains, repairs or replaces the Drainage Easement as set forth herein on another Party's Lot in compliance with the terms of this REA shall bill the Party owning the Lot containing the Drainage Easement for the Advancing Party's reasonable costs in connection with such maintenance, repair and replacement. The Advancing Party shall have a lien on such other Party's Lot to secure payment of all sums advanced under this Section which shall be superior and senior to any lien hereafter placed upon such other Party's Lot, including without limitation the lien of any subsequent mortgage or deed of trust, except any first mortgage lien. Such other Party shall pay such expenses to the Advancing Party within thirty (30) days of receipt of such bill. Notwithstanding the foregoing or anything stated to the contrary in any Maintenance Agreement with the City of Richfield for maintenance of the Sump Manholes for the Development, to the extent that the City of Richfield undertakes to clean out the Sump Manhole that is located on Lot 2 and serves both Lot 2 and Lot 3 and bills either Party for said repairs,replacements or inspections of said Sump Manhole, then the Parties agree that the costs shall be shared proportionately one-half each by Lot 2 and Lot 3 and the Party that receives the City bill shall provide a copy of the bill to the other Lot Owner and the Lot Owner shall pay its proportionate share within thirty(30)days after receipt of the invoice for said City services. ARTICLE 4 INGRESS AND EGRESS AND PARKING EASEMENT 4.1 Ingress and Egress Easement. The Driveways provide the ingress and egress to Lyndale Avenue, the public right of way on the eastern boundaries of the Development. The Driveways are not public streets and are located within the Development. Developer and Lakewinds hereby grant the easements set forth herein and declare that the Developer Tract and the Lakewinds Tract are hereinafter subject to, encumbered by and shall be conveyed subject to, and for the benefit of the use by the Parties and Permittees, and in common with others entitled to use the same, at no charge: (i) a perpetual non-exclusive easement for pedestrian and vehicular access on, to, over and across the Driveways; and (ii) a non-exclusive easement for pedestrian and vehicular access on, to, over and across the all Common Area parking lots, driveways and sidewalk areas of each Lot, as the same may time from time be constructed and maintained for said use. Such easement rights shall be subject to the provisions contained in this REA. Such easement rights shall be subject to the following reservations as well as the other applicable provisions contained in this REA: (i) Each Party reserves the right to close-off any portion of its Lot for such reasonable period of time as may be legally necessary, in the opinion of such Party's counsel, to prevent the acquisition of prescriptive rights by anyone; 7 9D - 3I provided,however, that prior to closing-off any portion of its Lot, such Party shall give as much written notice as is practicable (generally not less than thirty (30) days) to each other Party of its intention to do so, and shall attempt to coordinate such closing-off with each other Party so that no unreasonable interference with the passage of pedestrians or vehicles shall occur; (ii) Each Party reserves the right at any time and from time to time to exclude and restrain any Person who is not a Permittee from using its Lot; and (iii) Each Party reserves the right to temporarily erect or place barriers in and around areas on its Lot which are being constructed and/or repaired in order to insure either safety of Persons or protection of property. 4.2 Maintenance and Operation of the Ingress and Egress Easements. Each Party shall at its cost operate and maintain the Common Area on its Lot, including, but not limited to the driveways; the parking lot pavements; planting areas, and storm drainage as set forth herein. No Permittee shall be charged for the right to use the Common Area. 4.3 Additional Improvements. The Easements granted in this Article 4 shall include portions of any subsequent improvements located on the Development which are identified for use as a roadway or pedestrian way providing ingress to and egress from the areas of the Development which are subject to the easements granted in this Article 4. 4.4 Parking Requirements. The parking area(s) on each Lot shall contain sufficient ground level, standard automobile size, parking spaces in order to comply with all applicable Governmental Requirements of all Governmental Authorities for their respective Lots. Each Party shall use its best efforts to cause the employees of the Occupants of its Lot to park their vehicles only on such Lot; provided, however, from time to time, to the extent that there are events that may occur at the amenities contemplated to be located on Outlot B being developed by the Developer (e.g. outdoor theater, ice ring, farmer's market), and additional parking is needed and the event occurs during a time period that does not otherwise interfere with the business on the Lakewinds Tract then Lakewinds agrees to allow non-exclusive parking on the Lakewinds Tract for such special events. In the event that Lot 4 is ever developed as a parking site or parking ramp then at such time as this development occurs then parking for events for Outlot B shall be directed to park in the ramp/parking area located on Lot 4 and not in the Lakewinds Tract. 4.5 Access Opening. The opening(s) and access point(s) shown on the Site Plan are hereinafter called the "Access Openings." The Access Openings shall in no event be blocked, closed, or removed, and after the filing of the Final Plat there shall be no alteration or change in the location of the platted Access Opening to Lyndale unless an alternate acceptable Access Opening is approved by the Governmental Authorities in connection with any further redevelopment of the Lots. There shall be maintained between the Access Opening a smooth and level grade to allow the use of the Driveways for pedestrian and vehicular ingress and egress as set forth in Paragraph 4.1 above. 8 ARTICLE 5 OPERATION OF THE PROPERTY/RESTRICTIVE COVENANT 5.1 Uses. No use shall be permitted on the Development which is inconsistent with the operation of a first-class commercial development. Without limiting the generality of the foregoing, the following uses shall not be permitted: (i) Any use which emits an obnoxious odor, noise, or sound which can be heard or smelled outside of any building in the Center; (ii) Any operation primarily used as a storage warehouse operation and any assembling, manufacturing, distilling, refining, smelting, agricultural, industrial, or mining operation, provided, however,that such restriction expressly exempts the following agricultural uses: productive gardening, community gardening, distribution of food through community supported agriculture (CSA)programs and urban farming that includes the raising of bees or other animals as permitted by the applicable Governmental Requirements; (iii) Any mobile home park, trailer court, labor camp,junkyard, or stockyard(except that this provision shall not prohibit the temporary use of construction trailers during periods of construction, reconstruction, or maintenance); (iv) Any dumping, disposing, incineration, or reduction of garbage (exclusive of garbage compactors located near the rear of any building and exclusive of on-site composting, the size, location and screening of which shall be subject to the review and consent of both parties, provided that such consent shall not be unreasonably withheld, conditioned or delayed); (v) Any fire sale, bankruptcy sale (unless pursuant to a court order) or auction house operation; (vi) Any automobile,truck, trailer, or recreational vehicles sales, leasing, display, body shop or repair operation; (vii) Any mortuary or funeral home; (viii) Any gambling facility or operation, including but not limited to: off-track or sports betting parlor; table games such as black jack or poker; slot machines, video poker/black-jack/keno machines or similar devices; or bingo hall. Notwithstanding the foregoing, this prohibition shall not apply to governmental sponsored gambling activities, or charitable gambling activities, so long as such governmental and/or charitable activities are incidental to the business operation being conducted by the occupant; 9 55 - 3 (ix) Any adult book store, night club or discotheque, massage parlor, or any other establishment which provides live entertainment or which sells, rents or exhibits pornographic or obscene materials; (x) Any"second hand" store, "surplus" store, flea market, pawn shop, government surplus store, Goodwill Store, salvage store, Salvation Army Store or liquidation store; as well as provided that nothing in this section shall prohibit temporary weekend festivals that feature new and uses merchandise such as antiques and art or stores that feature used items such as "Only Deals", "Play It Again Sports", $1.00 Store and similar stores; (xi) Any central laundry, dry cleaning plant, or laundromat;provided, however,this prohibition shall not be applicable to nominal supportive facilities for on-site service oriented to pickup and delivery by the ultimate consumer as the same may be found in retail shopping districts in the metropolitan area where the Center is located; (xii) Any bowling alley or skating rink,provided, however this does not exclude a seasonal outdoor ice skating rink contemplated to be located on Outlot B; and except that a bowling alley may be permitted on the Developer Tract Lots 1 and 2 with the written consent of the Buyer's Parcel, not to be unreasonably withheld, conditioned or delayed provided that the size of the bowling alley does not exceed 8,500 square feet; (xii) Any animal boarding facilities except that this shall not prohibit pet shops nor shall it prohibit veterinary clinics or hospitals (that operate without boarding); (xiii) Any unlawful or illegal purpose. No Party shall use, or permit the use of Hazardous Materials (as that term is defined herein) on, about, under or in its Lot or the Development, except in the ordinary course of its usual business operations conducted thereon, and any such use shall at all times be in compliance with all Environmental Laws (as that term is defined herein). Each Party shall indemnify, protect, defend and hold harmless the other Parties from and against all claims, suits, actions, demands, costs, damages and losses of any kind, including but not limited to costs of investigation, litigation and remedial response, arising out of any Hazardous Material used or permitted to be used by such Party,whether or not in the ordinary course of business. For the purpose of this Article, the term (i) "Hazardous Materials" shall mean: asbestos, polychlorinated biphenyls, radioactive materials and all other dangerous, toxic or hazardous pollutants, contaminants, chemicals, materials or substances listed or identified in, or regulated by, any Environmental Law, and (ii) "Environmental Laws" shall mean: all federal, state, county, municipal, local or other statutes, laws, ordinances and regulations which relate to or deal with the environment, all as may be amended from time to time. This REA is not intended to, and does not, create or impose any obligation on a 10 LI Party, and no Party or Occupant shall have any obligation, express or implied, to operate, continuously operate, cause to be operated a business or any particular business at the Development or on any Lot, or to re-open for business once a business is opened and then closes. 5.2 Restrictive Covenant/Exclusive Use. No part of the Development, except the Lakewinds Tract, shall be used or occupied for any of the following uses: Sale of Food. A whole foods market, supermarket, convenience store, or other store, or department within a store, or any other business, that sells food, groceries, fruit, produce, dairy products, vegetables, baked goods, meats, fish, seafood, or delicatessen products. Notwithstanding the foregoing, this provision shall not prohibit (i) the operation of a restaurant(which includes,without limitation, ice cream stores/parlors, such as Cold Stone Creamery, Ben & Jerry's and other similar operations); or (ii) the operation of a take-out, pre-made but unbaked pizza store such as "Papa Murphy's"; or (iii) the operation of temporary food trucks; or(iv)the operation of a seasonal farmer's market or CSA drop off site; or (v) the sale of groceries and prepackaged snacks which is incidental to the operation of another business, provided (a) no milk, eggs, fresh meat, produce, dairy, frozen or refrigerated foods (except for soft drinks, ice cream products and juice) shall be sold (except by the above referenced restaurants or a pizza store meeting the requirements of this section or a weight loss clinic), and (b) the number of square feet of building floor area in such business which is devoted to the display of such groceries and prepackaged snacks (inclusive of aisle space) does not exceed the lesser of 1,500 square feet or 10%of the square feet contained in such business (collectively,the "Grocery Restriction"); 5.3 Maintenance of Common Area and Driveways. (A) Each Party shall maintain, repair and replace, or cause to be maintained, repaired and replaced, at its sole cost and expense, the Common Area on its Lot, including, but not limited to, the parking lots, driveways, sidewalks, planting areas, and storm drainage, including snow plowing, lawn mowing and landscaping of the Common Areas and Driveways, repairs and sealcoating of the Common Areas in a sightly, safe condition and good state of repair. Any unimproved Common Area shall be mowed and kept litter-free. The minimum standard of maintenance for the improved Common Area shall be comparable to the standard of maintenance followed in other first class developments of comparable size in the Minneapolis/St. Paul metropolitan area; notwithstanding the foregoing, however,the Common Area shall be operated and maintained in compliance with all applicable Governmental Requirements, and the provisions of this REA. (B) If any portion of the Common Area is damaged or destroyed by any cause whatsoever, whether insured or uninsured, during the term of this REA, other than damage caused by ordinary use or wear and tear, the Party upon whose Lot such Common Area is located shall repair or restore at least the parking portion of the Common Area at its sole cost and expense with all due diligence. If such damage or destruction of Common Area on its Lot is caused in whole or in part by another Party, the Party obligated to make such repair or restoration reserves and retains 11 55 'r 5 the right to proceed against such other Party for indemnity, contribution and/or damages. (C) Each Party shall be responsible for storing or removing snow from such Party's Lot. Notwithstanding the foregoing, in the event that Lakewinds is unable to store snow from the Lakewinds Tract on-site and Lot 4 is undeveloped, Lakewinds shall have the right to store snow on Lot 4 at no cost. The right to store snow on Lot 4 shall terminate upon the earlier of (a) the commencement of development activities on Lot 4 or (b) written notice by Developer no less than thirty (30) days prior to such termination. Nothing herein shall prohibit the Parties from entering into a written agreement related to coordinated snow removal and/or off-site snow storage. 5.4 Building Improvements. (A) After completion of construction, each Party covenants and agrees to maintain and keep the exterior portion of the Buildings located on its Lot in first-class condition and state of repair, in compliance with all Governmental Requirements, and in compliance with the provisions of this REA, including without limitation the exterior architectural concept approved for such Building. Each Party further agrees to store all trash and garbage on its Lot in adequate containers, to locate such containers so that they are not readily visible from the parking area, and to arrange for regular removal of such trash or garbage. (B) In the event any of the Buildings on the Development are damaged by fire or other casualty (whether insured or not), the Party upon whose Lot such Building is located shall, subject to Governmental Requirements and/or insurance adjustment delays, immediately remove the debris resulting from such casualty and provide a sightly barrier, and within a reasonable time thereafter shall either (i) repair or restore the Building so damaged to a complete unit, such repair or restoration to be performed in accordance with all provisions of this REA, or (ii)erect another Building in such location, such construction to be performed in accordance with all provisions of this REA, or(iii) demolish the damaged portion and/or the balance of such Building and restore the cleared area to either a hard surface condition or a landscaped condition in which event the area shall be Common Area until a replacement Building is erected. Such Party shall have the option to choose which of the foregoing alternatives to perform, but such Party shall be obligated to perform one(1)of such alternatives. This REA is not intended to, and does not, create or impose any obligation on a Party to continuously operate, or cause to be operated a business or any particular business at the Development or on any Lot. ARTICLE 6 CONSTRUCTION 6.1 General Requirements. (A) Each Party agrees that all construction activities performed or authorized by it within the Development shall be performed in compliance with all Governmental Requirements. All construction shall be performed in a good, safe,workman-like manner. (B) Each Party further agrees that any construction activities performed or authorized by it shall not: 12 LP (i) Cause any unreasonable increase in the cost of constructing improvements upon another Party's Lot; (ii) Unreasonably interfere with construction work being performed on any other part of the Development; (iii) Unreasonably interfere with the use, occupancy or enjoyment of any part of the remainder of the Development; or (C) Each Party agrees to defend, protect, indemnify and hold harmless each other Party from and against all claims and demands, including without limitation any action or proceeding brought thereon, and all costs, losses, expenses and liabilities of any kind relating thereto, including without limitation reasonable attorney's fees and cost of suit, resulting from any accident, injury or loss or damage whatsoever occurring to any Person or to the property of any Person arising out of or resulting from any construction activities performed or authorized by such indemnifying Party; provided, however, that the foregoing shall not be applicable to either events or circumstances caused by the negligence or willful act or omission of such indemnified Party, its licensees, concessionaires,agents, servants, employees, or anyone claiming by,through, or under any of them. ARTICLE 7 TERM 7.1 Limitations. In exercising their respective rights and fulfilling their respective obligations under this REA the Parties subject to this REA will (a) not unreasonably interfere with any of the easements or licenses granted hereunder; and (b) comply with all of the applicable provisions of this REA. 7.2 Term. This REA shall continue in full force and effect until 11:59 p.m. on December 31, 2053; provided, however, that this REA, and all restrictions and covenants contained in this REA, shall be automatically extended on a year to year basis following such date unless any Party notifies all other Parties, by notice given at least four months prior to the end of any year, that it exercises its option to prevent this REA from being so extended; and provided further that, whether or not this REA is so extended, any easements referred to in this REA which are specified as being perpetual or as continuing beyond the term of this REA shall continue in force and effect. ARTICLE 8 ALTERATIONS 8.1 Alterations. Except as otherwise provided herein,no Party shall make or permit any material exterior or structural alteration, addition or barrier or other material addition, alteration or barrier to any part of the Development which will interfere with, prevent or unreasonably obstruct the exercise of any easement or license granted herein without the prior written consent of all directly affected Parties which consent will not be unreasonably withheld. This REA does not limit construction of any Buildings or other improvements in the locations set forth on the Site Plan. Lakewinds shall not have any right of consent or approval as to the design or configuration of any building constructed on the Developer Tract and neither Developer nor any other Party shall have 13 any right of consent or approval as to the design or configuration of any building on the Lakewinds Tract. ARTICLE 9 INSURANCE 9.1 Insurance. Each Party shall maintain comprehensive public liability insurance (comprehensive general liability coverage endorsed for broad form all risk coverage) covering claims for personal and bodily injury or property damage occurring in or on their portion of the Development on its Lot, including without limitation indoor or enclosed parking areas, the driveways and those areas covered by the easements under this REA, in an amount of$1,000,000 single limit coverage for bodily or personal injury or death, and for property damage, arising out of any one occurrence and$2,000,000 in the aggregate. 9.2 Certificates of Insurance. Each Party to this easement will deliver to the other Party upon the written request by the other Party certificates of insurance evidencing the insurance required to be carried hereunder. ARTICLE 10 WAIVER OF SUBROGATION 10.1 Mutual Waiver of Subrogation. Each Party waives all claims for recovery from the other party for any loss or damage to any of its property insured or is of the type generally covered by property insurance provided under the Comprehensive Replacement Cost Form, irrespective either of any negligence on the part of the released party which may have contributed to or caused such loss, or of the amount of insurance required or actually carried. ARTICLE 11 COMPLIANCE WITH LAWS; ZONING 11.1 Compliance with Law. With respect to their respective use, enjoyment and exercise of any rights or obligations hereunder, the Parties will comply with all Governmental Requirements of all Governmental Authorities. If a Party does not proceed diligently with any such compliance ("non-performing party") and such failure to proceed adversely and materially affects another Party, then the other party may give written notice to the non-performing Party specifying the respect in which the cure of such noncompliance is not proceeding diligently. If the non-performing party fails to proceed diligently within thirty (30) days after receipt of such notice, the other Party shall have the right to seek all remedies set forth in Article 14. Notwithstanding the foregoing, either Party may contest in good faith any such Governmental Requirements, including any of the foregoing relating to the imposition of taxes and assessments so long as such contesting party provides written notice to the other party of such contest within ten (10) days after receipt of the notice described above and said Party indemnifies, defends and holds the other Party harmless from any loss, or expense occasioned by such contest. 14 ARTICLE 12 DAMAGE AND DESTRUCTION 12.1 Damage and Destruction. If any portion of the Property over which runs an easement or license granted hereunder are damaged or destroyed, the owner of such damaged or destroyed property will repair or restore the damaged or destroyed portions to the extent necessary to allow for the operation and use of said easements or licenses within a reasonable time from the date of damage or destruction. ARTICLE 13 CONDEMNATION 13.1 Condemnation. If any portion of the Development over which runs an easement or license granted hereunder is taken or condemned, the owner of such property will restore or repair, within a reasonable period thereafter, to the extent of any proceeds from the taking or condemnation, the remaining portion of its site so as to fulfill the terms and conditions of this REA and to a condition reasonably suitable to the affected Parties. In addition to any rights or obligations hereunder, the owner of the property so taken or condemned will restore or rebuild any improvements required for the use of any of the easements granted hereunder, and so as to maintain the property in compliance with federal, state and local regulations, rules and laws, and in compliance with the terms of this REA. 13.2 Award. In the event any portion of the Development shall be condemned, the award shall be paid to the Party owning the property taken, except that if the taking includes improvements belonging to more than one Party, such as Utility Lines or signs, the portion of the award allocable thereto shall be used to relocate, replace or restore such jointly owned improvements to a useful condition as agreed upon by both Parties in writing. ARTICLE 14 DEFAULTS AND REMEDIES 14.1 Default. A party shall be deemed to be in default of this REA should a party fail to perform its obligations set forth herein or violate the rights and privileges of the other party as provided herein and such failure to perform or violation continues (a) in the event of a monetary matter, for a period in excess of ten (10) days after written notice of default, or (b) in the event of a non-monetary matter, except as expressly provided herein, for a period in excess of thirty(30) days after written notice of default, provided, however, that in the event of a matter which is susceptible to cure but which takes reasonably longer than thirty (30) days to cure, for such reasonable period after written notice of default,but in any event no longer than ninety(90) days. 14.2 Injunction. In the event any violation or threatened violation by a Party or its respective Permittees of any of the terms, covenants and conditions in this REA, any of the other Parties, or their respective successors or assigns, will have, in addition to the right to collect damages and to pursue any remedy provided herein or available at law or equity, the right to enjoin 15 such violation or threatened violation in a court of competent jurisdiction. 14.3 Cure of Default. In addition to the remedies provided herein, following a default which is not cured within the time periods provided for herein, upon ten (10) days prior written notice a non-defaulting Party ("Non-Defaulting Party") may cure the default of another Party ("Defaulting Party") including, without limitation, entering the Defaulting Party's site and constructing, repairing and maintaining, any or all parts of an easement, property to facility in, on, over or across which an easement or license granted herein runs, for the purpose or use for which that easement or license is hereby created and established, and all work shall be done at the sole cost and expense of the defaulting party. In the event any Non-Defaulting Party shall cure a default,the Defaulting Party shall reimburse the Non-Defaulting Party for all costs and expenses reasonably incurred in connection with such curative action, including reasonable attorneys' fees, plus interest at the Interest Rate, within ten (10) days of receipt of demand, together with reasonable documentation supporting the expenditures made. So long as such sums remain unpaid, the Non- Defaulting Party will have a lien on the Defaulting Party's Lot to secure payment of all sums owing under this REA, which lien shall be superior and senior to any lien thereafter placed upon the other Party's Lot, including the lien of any mortgage or deed of trust hereafter given, except any mortgage lien (whether such mortgage lien is in first or any subsequent positions), which lien to secure repayment to a Non-Defaulting Party may be foreclosed as provided by the laws of the state of Minnesota in the manner of a mortgage containing a power of sale. 14.4 Unavoidable Delay. If performance of any act or obligation of any Party is prevented or delayed by an act of God, war, labor disputes, unavailability of labor or materials or other cause beyond the reasonable control of such Party, the time for the performance of the act or obligation will be extended for a period that such act or performance is delayed or prevented by any such cause; provided, however, that a Party's inability to perform its obligations hereunder due to financial incapacity or its own negligence shall not constitute unavoidable delay. The delay will be excusable under this Section only if the Party unable to perform informs the other Parties in writing of the existence and nature of the delay and the time period reasonably necessary to cure the default. 14.5 Limitation of Remedy. No breach of this REA will entitle any Party to cancel, rescind, or otherwise terminate this REA, but this limitation will not affect, in any manner, any other rights or remedies which the Parties may have by reason of any breach of this REA. Each Party hereby waives any and all rights it may have to receive lost profit, consequential, exemplary or punitive damages with respect to any claim it may have against the other Party under this REA, it being agreed that no Party shall be entitled to receive money damages in excess of its actual compensatory damages, notwithstanding any contrary provision contained in this REA or otherwise. ARTICLE 15 AMENDMENTS 15.1 Amendments. Except as explicitly provided elsewhere in this REA, this REA may only be amended by written agreement signed by all of the then current Parties, except in the following event: that a provision of this REA which only affects specific Lots may be amended by 16 a written agreement by all of the then current Parties owning the affected Lots. No termination, modification or amendment will be effective until a written instrument has been recorded in the court recorder's or registrar's office for Hennepin County, Minnesota. No consent to the amendment of this REA shall ever be required of any Occupant or person other than the Parties whose consent is required pursuant to the provisions of this Section. ARTICLE 16 LIENS 16.1 Liens. If a Party ("Lien Party") performs or has performed any work upon its own property or upon the property of another Party ("Creditor Party"), the Lien Party will not permit any mechanic's,materialmen's or other similar liens to stand against the Creditor Party's property for the labor or material which have been furnished in connection with such work. If any mechanic's, materialmen's or other lien is filed against the property of the Creditor Party as a result of the nonpayment of an amount due which, if due, would not be payable by the Creditor Party by reason of this REA and which, if due, would be payable by the Lien Party, then the Lien Party will at its sole cost post a bond to procure the discharge of said lien upon written request of the Creditor Party. If the Lien Party fails to discharge said lien within ten (10) days from the written request of the Creditor Party, the Creditor Party may bond and contest the validity of any lien, pay the unpaid amount of the lien on its property and purchase the lien rights of the party which furnished the materials or services, and take all other action and expend any sum necessary to remove said lien. The Lien Party to whom the labor and materials were supplied will immediately pay any judgment rendered, all amounts expended by the Creditor Party (including without limitation all amounts expended by Creditor Party to cure), and all other expenses incurred by the Creditor Party to release its property from said lien including without limitation reasonable attorney's fees, interest and costs. The Lien Party or the Creditor Party will immediately notify the other of any lien filed against the other Party's property. ARTICLE 17 BINDING EFFECT 17.1 Binding Effect. All of the easements and rights granted in this REA are appurtenances to the applicable portions of the Development and none of the easements and rights may be transferred, assigned or encumbered except as an appurtenance to such portions. Each and all of the easements, covenants, restrictions and conditions contained in this REA (whether affirmative or negative in nature) (i) are made for the direct, mutual and reciprocal benefit of the Lots; (ii) will create mutual equitable servitudes upon the Lots in favor of the other Lots; (iii)will constitute covenants running with the land; (iv) will bind every person having any fee, leasehold or other interest in any portion of the Lots at any time to the extent that such portion is affected or bound by the easement, covenant, restriction or condition; and (v) will inure to the benefit of the Parties and their respective successors and assigns. 17.2 Conveyances. The Parties acknowledge that this REA runs with the land and agree 17 that in each instance in which a Party conveys any part of its interest in all or any portion of the Development to a grantee or lessee: (i)the grantee or lessee shall not use, occupy, or allow any use or occupancy of the Development so conveyed in any manner which would constitute a violation or breach of any of the covenants in this REA; and (ii) that the grantee will perform all of the obligations of the conveying party under this REA with respect to the portion of the Development conveyed to such grantee. 17.3 Superiority of REA. Except as otherwise provided herein, this REA and the rights and privileges, easements, covenants, agreements and licenses, tendered with respect to the Development shall be superior and senior to any lien now or hereafter placed upon any Lot including the lien of any mortgage or deed of trust. Without lessening any of the foregoing, no breach herein shall render invalid, diminish or impair the lien of any mortgage or any deed of trust, but all of the easements, covenants, conditions, restrictions, licenses and terms contained in this REA shall be binding upon and effective against any person or party (including any mortgagee or beneficiary under a deed of trust) who acquires title to any portion of the Development by foreclosure,trust deeds, deed in lieu of foreclosure or otherwise. ARTICLE 18 DEDICATION 18.1 Dedication. Nothing contained in this REA will be deemed to be a gift or dedication of any portion of the Development to the general public or for the general public of for any public purpose whatsoever, it being the intention of the parties,that this REA will be strictly limited to and for the purpose expressed in this REA. ARTICLE 19 SEVERABILITY 19.1 Severability. If any clause, sentence or other portion of the terms, conditions or covenants of this REA become illegal, null or void for any reason or be held by any court of competent jurisdiction to be so,the remaining portions will remain in full force and effect. ARTICLE 20 NOTICES 20.1 Notices. All notices, statements, demands, approvals or other communications to be given pursuant to this REA must be in writing, addressed to the parties and will be delivered in person, or by certified or registered mail,postage prepaid,to the following addresses, or to any other address which the parties may from time to time designate: 18 If to Developer,to Lyndale Gardens LLC 7661 Bush Lake Drive Bloomington,MN 55438 Attention: Colleen Carey With a copy to: Winthrop&Weinstine,P.A. 225 South Sixth Street, Suite 3500 Minneapolis,MN 55402 Attention: Tammera Diehm If to the Lakewinds,to: Lakewinds Natural Foods Cooperative Attn: Dale Woodbeck, General Manager 6321 Bury Drive, Suite 21 Eden Prairie,MN 55344 With a copy to: Gerstein-Timm, PLLC 100 Prairie Center Drive, Suite 210 Eden Prairie, MN 55344 Attention: Beth Timm, Esq. To any Party subject to this REA to the address provided pursuant to Section 1.4. ARTICLE 21 GENERAL 21.1 Headings. The headings of articles and sections in this REA are for convenience of reference only and will not in any way limit or define the content, substance or effect of the articles or sections. 21.2Abandonment. Easements created hereunder will not be presumed abandoned by non- use and rights and the easements and rights created hereunder will not terminate due to the occurrence of any damage or destruction of portions of the Development subject to an easement or other right except as provided expressly herein. 21.3 Governing Law. This REA will be governed in accordance with the laws of Minnesota, including without limitation matters affecting title to all real property described herein. 21.4No Third Party Beneficiary. This REA is not intended to give or confer any benefits, rights, privileges, claims, actions or remedies to any person or entity, including without limitation the public, as a third party beneficiary or under any statutes, laws, codes, ordinances,rules,regulations, orders,decrees or otherwise. 21.5 Status of Parties. The parties have not become and do not intend to become partners or joint venturers and nothing herein shall be construed or applied to constitute the parties as partners or joint venturers. 21.6Mortgagee Protection. If the holder of any mortgage shall succeed to any Party's interest in the Development, whether by foreclosure sale or by deed in lieu thereof,then 19 the holder of such mortgage will not be liable for the acts or omissions of such Party occurring prior to the date the holder of such mortgage succeeds to possession and control of such Party's interest in its Lot. The holders of any first mortgage affecting any part of the Development or any improvements thereon shall have the right but not the obligation to cure a default hereunder. 21.7Taxes and Assessments. Each Party shall pay, or cause to be paid prior to delinquency, all taxes and assessments with respect to its Lot, the buildings, and improvements located thereon and any personal property owned or leased by such Party in the Development, provided that if the taxes or assessments or any part of the same may be paid in installments, the Party may pay each such installment as and when the same becomes due and payable. Nothing contained in this Section 23.7 shall prevent any Party from contesting at its cost and expense any such taxes and assessments with respect to its Lot in any manner such Party elects, so long as such contest is maintained with reasonable diligence and in good faith. At the time as such contest is concluded (allowing for appeal to the highest appellate court), the contesting Party shall promptly pay all such taxes and assessments determined to be owing, together with all interest,penalties and costs thereon. 21.8lnterest. Wherever and as often as one Party shall not have paid any sum payable hereunder to another Party within ten(10) days of the due date, such delinquent Party shall pay interest on such amount from the due date, through and including the date such payment is received by the Party entitled thereto, at the Interest Rate. 21.9Consent. Unless expressly provided otherwise in this REA, whenever consent is required in this REA, such consent shall not be unreasonably withheld or delayed. Unless provision is made for a specific time period, consent shall be given or withheld within thirty(30) days of the receipt of the request for consent. If a notice that consent will be refused is not given within the required time period,the requested Party shall be deemed to have given its consent. If a Party refuses consent, the reasons therefor shall be stated. Except with respect to a consent given by lapse of time, all consents and refusals to consent shall be in writing. Any right to consent contained in this REA shall be held by the Party owning the Lot to which such right relates. Any purchaser of any Lot in the Development shall automatically acquire any right to consent at such time as such purchaser becomes a Party, unless the selling Party (a) conveys less than all of its ownership interest in the Development and (b) provides in writing, either in the deed conveying a portion of its ownership interest in the Development or in another agreement executed by the selling Party and recorded in the Hennepin County recorder's office prior to or simultaneously with such deed, that such selling Party retains the right or rights of consent described in such instrument. Until a purchaser becomes a Party, and only to the extent the selling Party does not so retain any right to consent, all rights to consent associated with such Lot shall remain with the selling Party and its heirs, successors and assigns with respect to the non- conveyed portion of the Lot. [Signatures Appear On Next Page] 20 Wq4 [Signature Page to Reciprocal Easement Agreement] IN WITNESS WHEREOF, the undersigned have executed this Reciprocal Easement Agreement with Covenants, Conditions and Restrictions effective the date and year first above written. LYNDALE GARDENS LLC By: Name: Colleen M. Carey Its: President STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN- ) The foregoing instrument was acknowledged before me this day of August, 2013, by Colleen M. Carey, the President of Lyndale Gardens, LLC, a Minnesota limited liability company,on behalf of the company. Notary Public 21 gC [Signature Page to Reciprocal Easement Agreement] IN WITNESS WHEREOF, the undersigned have executed this Reciprocal Easement Agreement with Covenants, Conditions and Restrictions effective the date and year first above written. LAKEWINDS NATURAL FOODS COOPERATIVE By: Name: Dale Woodbeck Title: General Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of 2013, by Dale Woodbeck , the General Manager of Lakewinds Natural Foods Cooperative, a Minnesota cooperative, on behalf of the Cooperative. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Gerstein-Timm,PLLC (BGT) 100 Prairie Center Drive, Suite 210 Eden Prairie,MN 55344 22 EXHIBIT A SITE PLAN 1 9S-4-17 EXHIBIT B FINAL PLAT 2 CONSENT TO RECIPROCAL EASEMENT AGREEMENT WITH COVENANTS, CONDITIONS AND RESTRICTIONS The undersigned, Local Initiatives Support Corporation, a New York not-for profit corporation, ("Mortgagee") is a holder of that certain Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing ("Original Mortgage"), executed by Lyndale Gardens, LLC, a Minnesota limited liability company ("Mortgagor"), in favor of Mortgagee dated November 21, 2011. Said Mortgage was recorded on November 22, 2011 in the office of the Registrar of Titles of Hennepin County, Minnesota as Document No. T4903926, as thereafter amended by First Mortgage Modification and Spreading Agreement dated August 29, 2012, filed on September 13, 2012 in the office of the Registrar of Titles of Hennepin County, Minnesota as Document No. T4992449 ("First Modification") and that certain Second Mortgage Modification and Partial Release dated , 2013, filed of even date herewith in the office of the Registrar of Titles of Hennepin County, Minnesota("Second Modification") (the original as modified by the First Modification and Second Modification are collectively referred to herein as the"Mortgage"). The Mortgage constitutes a valid and subsisting first lien upon the property legally described in the attached Exhibit A. The Mortgagee desires to waive any objection it may have to the execution and acknowledgment of the foregoing Reciprocal Easement Agreement with Covenants, Conditions and Restrictions ("Declaration"), by the parties thereof, and desires further to consent to the recording of the foregoing Declaration in the office of the Registrar of Titles in and for Hennepin County, Minnesota. NOW, THEREFORE, in consideration of One Dollar ($1.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mortgagee, 3 for itself, its successors, and assigns, hereby consents to the foregoing Declaration, and to all the terms, covenants, easements and conditions contained in said Declaration, and consents to the recording of said Declaration in the office of the office of the Registrar of Titles in and for Hennepin County, Minnesota. In addition, Mortgagee, for itself, its successors and assigns, agrees that the Mortgage shall be, and the same hereby is made, subject to the foregoing Declaration with the same force and effect as though the foregoing Declaration had been executed, delivered and recorded prior to the date of the Mortgage. [Remainder of Page Left Intentionally Blank. Signature Page to Follow] 4 IN WITNESS WHEREOF, this Consent has been executed by the undersigned as of this day of , 2013. Local Initiatives Support Corporation, a New York not-for profit corporation By: Its STATE OF ) )SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2013, by the of Local Initiatives Support Corporation, a New York not-for profit corporation, on behalf of the not-for-profit corporation. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Gerstein-Timm,PLLC (BGT) 100 Prairie Center Drive, Suite 210 Eden Prairie,MN 55344 5 Exhibit A to Consent to Reciprocal Easement Agreement with Covenants, Conditions and Restrictions 6 CONSENT TO RECIPROCAL EASEMENT AGREEMENT WITH COVENANTS, CONDITIONS AND RESTRICTIONS The undersigned, Hennepin County Housing and Redevelopment Authority, a Minnesota body corporate and politic ("Mortgagee") is a holder of that certain Combination Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing("Mortgage"), executed by Lyndale Gardens, LLC, a Minnesota limited liability company ("Mortgagor"), in favor of Mortgagee dated November 21, 2011. Said Mortgage was recorded on November 22, 2011 in the office of the Registrar of Titles of Hennepin County, Minnesota as Document No. T4903927 as modified by that certain First Mortgage Modification and Partial Release dated as of , 2013, filed of even date herewith in the office of the Registrar of Titles of Hennepin County, Minnesota ("First Modification") (the original as modified by the First Modification is collectively referred to herein as the"Mortgage"). The Mortgage constitutes a valid and subsisting first lien upon the property legally described in the attached Exhibit A. The Mortgagee desires to waive any objection it may have to the execution and acknowledgment of the foregoing Reciprocal Easement Agreement with Covenants, Conditions and Restrictions ("Declaration"), by the parties thereof, and desires further to consent to the recording of the foregoing Declaration in the office of the Registrar of Titles in and for Hennepin County,Minnesota. NOW, THEREFORE, in consideration of One Dollar ($1.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mortgagee, for itself, its successors, and assigns, hereby consents to the foregoing Declaration, and to all the terms, covenants, easements and conditions contained in said Declaration, and consents to the 7 i recording of said Declaration in the office of the office of the Registrar of Titles in and for Hennepin County, Minnesota. In addition, Mortgagee, for itself, its successors and assigns, agrees that the Mortgage shall be, and the same hereby is made, subject to the foregoing Declaration with the same force and effect as though the foregoing Declaration had been executed, delivered and recorded prior to the date of the Mortgage. [Remainder of Page Left Intentionally Blank. Signature Page to Follow] 8 IN WITNESS WHEREOF, this Consent has been executed by the undersigned as of this day of , 2013. HENNEPIN COUNTY HOUSING AND REDEVELOPMENT AUTHORITY, a public body corporate and politic under the laws of the State of Minnesota By: Name: Title: STATE OF MINNESOTA ) ) SS. COUNTY OF ) The undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that , the of the Hennepin County Housing and Redevelopment Authority, a public body corporate and politic under the laws of the State of Minnesota, has signed and delivered the said instrument on behalf of the Authority. Notary Public My Commission Expires: THIS INSTRUMENT WAS DRAFTED BY: Gerstein-Timm,PLLC (BGT) 100 Prairie Center Drive, Suite 210 Eden Prairie,MN 55344 9 Exhibit A to Consent to Reciprocal Easement Agreement with Covenants, Conditions and Restrictions 10 CONSENT TO RECIPROCAL EASEMENT AGREEMENT WITH COVENANTS, CONDITIONS AND RESTRICTIONS The undersigned, Greater Metropolitan Housing Corporation, a Minnesota non-profit corporation ("Mortgagee") is a holder of that certain Mortgage ("Mortgage"), executed by Lyndale Gardens, LLC, a Minnesota limited liability company("Mortgagor"), in favor of Mortgagee dated November 21, 2011. Said Mortgage was recorded on November 22, 2011 in the office of the Registrar of Titles of Hennepin County, Minnesota as Document No. T4903930 as modified by that certain First Mortgage Modification and Partial Release dated as of , 2013, filed of even date herewith in the office of the Registrar of Titles of Hennepin County, Minnesota ("First Modification") (the original as modified by the First Modification is collectively referred to herein as the"Mortgage").. The Mortgage constitutes a valid and subsisting first lien upon the property legally described in the attached Exhibit A. The Mortgagee desires to waive any objection it may have to the execution and acknowledgment of the foregoing Reciprocal Easement Agreement with Covenants, Conditions and Restrictions ("Declaration"), by the parties thereof, and desires further to consent to the recording of the foregoing Declaration in the office of the Registrar of Titles in and for Hennepin County, Minnesota. NOW, THEREFORE, in consideration of One Dollar ($1.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mortgagee, for itself, its successors, and assigns, hereby consents to the foregoing Declaration, and to all the terms, covenants, easements and conditions contained in said Declaration, and consents to the recording of said Declaration in the office of the office of the Registrar of Titles in and for Hennepin County, Minnesota. In addition, Mortgagee, for itself, its successors and assigns, 11 agrees that the Mortgage shall be, and the same hereby is made, subject to the foregoing Declaration with the same force and effect as though the foregoing Declaration had been executed, delivered and recorded prior to the date of the Mortgage. [Remainder of Page Left Intentionally Blank. Signature Page to Follow] 12 IN WITNESS WHEREOF, this Consent has been executed by the undersigned as of this day of , 2013. Greater Metropolitan Housing Corporation, a Minnesota non-profit corporation By: Its STATE OFMINNESOTA ) )SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2013, by the of Greater Metropolitan Housing Corporation, a Minnesota non-profit corporation, on behalf of corporation. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Gerstein-Timm,PLLC (BGT) 100 Prairie Center Drive, Suite 210 Eden Prairie,MN 55344 13 Exhibit A to Consent to Reciprocal Easement Agreement with Covenants, Conditions and Restrictions 14 CONSENT TO RECIPROCAL EASEMENT AGREEMENT WITH COVENANTS, CONDITIONS AND RESTRICTIONS for the City of Richfield, a public The undersigned, Housing and Redevelopment Authority in and o ty p body corporate and politic under the laws of the State of Minnesota ("Mortgagee") is a holder of that certain Mortgage ("Mortgage"), executed by Lyndale Gardens, LLC, a Minnesota limited liability company ("Mortgagor"), in favor of Mortgagee dated November 21, 2011. Said Mortgage was recorded on November 22, 2011 in the office of the Registrar of Titles of Hennepin County, Minnesota as Document No. T4903928 as modified by that certain First Mortgage Modification and Partial Release dated as of , 2013, filed of even date herewith in the office of the Registrar of Titles of Hennepin County, Minnesota ("First Modification") (the original as modified by the First Modification is collectively referred to herein as the"Mortgage"). The Mortgage constitutes a valid and subsisting lien upon the property legally described in the attached Exhibit A. The Mortgagee desires to waive any objection it may have to the execution and acknowledgment of the foregoing Reciprocal Easement Agreement with Covenants, Conditions and Restrictions ("Declaration"), by the parties thereof, and desires further to consent to the recording of the foregoing Declaration in the office of the Registrar of Titles in and for Hennepin County,Minnesota. NOW, THEREFORE, in consideration of One Dollar ($1.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mortgagee, for itself, its successors, and assigns, hereby consents to the foregoing Declaration, and to all the terms, covenants, easements and conditions contained in said Declaration, and consents to the recording of said Declaration in the office of the office of the Registrar of Titles in and for Hennepin County, Minnesota. In addition, Mortgagee, for itself, its successors and assigns, 15 ar" (S agrees that the Mortgage shall be, and the same hereby is made, subject to the foregoing Declaration with the same force and effect as though the foregoing Declaration had been executed, delivered and recorded prior to the date of the Mortgage. [Remainder of Page Left Intentionally Blank. Signature Page to Follow] 16 IN WITNESS WHEREOF, this Consent has been executed by the undersigned as of this day of , 2013. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA By Its Chair And By: By Its Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN) The foregoing instrument was acknowledged before me this day of August 2013, by Suzanne M. Sandahl, the Chair of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, on behalf of the Authority. Notary Public STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN) The foregoing instrument was acknowledged before me this day of August, 2013, by Steve Devich,the Executive Director of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, on behalf of the Authority. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Gerstein-Timm,PLLC(BGT) 100 Prairie Center Drive,Suite 210 Eden Prairie,MN 55344 17 ( ?)-- LP Exhibit A to Consent to Reciprocal Easement Agreement with Covenants, Conditions and Restrictions 7832917v7 18 CONSENT TO RECIPROCAL EASEMENT AGREEMENT WITH COVENANTS, CONDITIONS AND RESTRICTIONS The undersigned, Anchor Bank, N.A., a national banking association ("Mortgagee") is a holder of (i) that certain Mortgage and Security Agreement and Fixture Financing Statement in the original principal amount of $3,775,000.00 (the "First Mortgage"), executed by Lakewinds Natural Foods Cooperative, a Minnesota cooperative ("Mortgagor"), in favor of Mortgagee dated August , 2013; and (ii) that certain Mortgage and Security Agreement and Fixture Financing Statement in the original principal amount of $3,225,000.00 (the "Second Mortgage"), executed by Mortgagor in favor of Mortgagee dated August_, 2013 (the First Mortgage and Second Mortgage are referred to herein collectively as, the "Mortgages"). Said Mortgages were recorded on August , 2013 in the office of the Registrar of Titles of Hennepin County, Minnesota as Document No. T (as to the First Mortgage) and T (as to the Second Mortgage),respectively. The Mortgages constitute a valid and subsisting first and second liens upon the property defined as "Lakewinds Parcel" to this Easement and legally described as Lot 3, Block 1, Lyndale Gardens, Hennepin County, Minnesota. The Mortgagee desires to waive any objection it may have to the execution and acknowledgment of the foregoing Reciprocal Easement Agreement with Covenants, Conditions and Restrictions ("Declaration"), by the parties thereof, and desires further to consent to the recording of the foregoing Declaration the office of the Registrar of Titles in and for Hennepin County, Minnesota. NOW, THEREFORE, in consideration of One Dollar ($1.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mortgagee, for itself, its successors, and assigns, hereby consents to the foregoing Declaration„ and to all the 19 terms, covenants, easements and conditions contained in said Declaration, and consents to the recording of said Declaration in the office of the office of the Registrar of Titles in and for Hennepin County, Minnesota. In addition, Mortgagee, for itself, its successors and assigns, agrees that the Mortgages shall be, and the same hereby are made, subject to the foregoing Declaration with the same force and effect as though the foregoing Declaration had been executed, delivered and recorded prior to the date of the Mortgages. IN WITNESS WHEREOF, this Consent has been executed by the undersigned as of this day of August, 2013. ANCHOR BANK, N.A., a national banking association By: Duane Sather Its Senior Vice President STATE OFMINNESOTA ) )SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of August, 2013, by Duane Sather, the Senior Vice President of Anchor Bank, N.A., a national banking association, on behalf of said association. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Gerstein-Timm,PLLC (BGT) 100 Prairie Center Drive, Suite 210 Eden Prairie, MN 55344 20 AGENDA ITEM#: 4 REPORT#: 42 1mA" STAFF REPORT RICHFIELD HOUSING AND REDEVELOPMENT AUTHORITY MEETING AUGUST 19, 2013 REPORT PREPARED BY: MYRT LINK, COMMUNITY DEVELOPMENT ACCOUNTANT NAME,TITLE REPORT PRESENTER: JOHN STARK, COMMUNITY DEVELOPMENT DIRECTOR NAME,TITLE ACTING DEPARTMENT DIRECTOR 0'.REVIEW: t4L LIa _ e._ iiiK Aill Vat 41075pr REVIEWED BY EXECUTIVE DIRECTOR: r Ar Ais , / ...„,....---- A ..0 1 larii 4-4 ITEM FOR HRA CONSIDERATION: Consideration of the Richfield Housing and Redevelopment Authority Tax Increment District Status Update. I. RECOMMENDED ACTION: By Motion: Accept the Richfield Housing and Redevelopment Authority Annual Tax increment District Status Update. II. EXECUTIVE SUMMARY The Tax Increment District Status Update (TIF Status Update) is presented to the Richfield Housing and Redevelopment Authority (HRA) annually for review. This year, the TIF Status Update shows that the HRA is able to meet all of its Pay-As- You-Go Note and General Obligation Tax Increment Bond obligations. III. BASIS OF RECOMMENDATION A. BACKGROUND • The annual TIF Status Update is provided to the HRA to summarize tax increment financial activity and comment on the status of the HRA's ability to meet its tax increment obligations. 081913 TIF Status Update B. POLICY • The TIF Status Update is presented annually to keep the HRA informed of the ability to meet outstanding obligations. C. CRITICAL TIMING ISSUES • N/A D. FINANCIAL • See detailed TIF Status Update attached. E. LEGAL • N/A IV. ALTERNATIVE RECOMMENDATION(S) • Reject the conclusions made in the TIF Status Update. V. ATTACHMENTS • Tax Increment District Status Update • Map VI. PRINCIPAL PARTIES EXPECTED AT MEETING • Rebecca Kurtz, Ehlers & Associates Li - 1 Tax Increment District Status Update CITY OF RICHFIELD Richfield Housing and Redevelopment Authority August 19, 2013 www,ehi01-s-ins .com EHLERS Minnesota phone 651-697-8500 3060 Centre Pointe Drive `140 LEADERS IN PUBLIC PENANCE Offices also in Wisconsin and Illinois tax 651-697-8555 Roseville,MN 55113-1122 toll free 800-552-1171 Tax Increment Financing District Summary Conclusion The Richfield Housing and Redevelopment Authority (HRA) will be able to meet all of its tax increment Pay-as-you-go and Bond obligations. Currently it is not anticipated that the HRA will be able to pay the full principal and interest on the Interfund Loan for the Interchange Lyndale Gateway West(Kensington Park) project unless market values appreciate and/or the HRA pools funds from other resources. Richfield Redevelopment Project Area In 2005,the boundaries of the Richfield Redevelopment Project Area were expanded and set to be the same as the City's boundary in order to expand housing program service areas and provide a wider area of tax increment spending authority. The Richfield Redevelopment Project area currently contains 9 tax increment financing districts: • Interchange • Urban Village • Gramercy • Interchange West/Lyndale Gateway • City Bella • Lyndale Gateway West • Cedar Corridor • 2010— 1 Housing • Lyndale Gardens Obligations The HRA has two types of obligations associated with these districts. The first type of obligation is the Pay As You Go Revenue Note. All of these Notes pledge to the Note Holder a certain percentage of the available tax increment from the specific district. Less tax increment receipts result in lower Pay As You Go payments. To the extent that the increment is not available to make the payment,the HRA is not required to meet the obligation. Current projections show that the HRA will be able to meet all of its Pay As You Go Revenue Note obligations. The second type of obligation that the HRA has is Tax Increment Bonds. Currently,there are bonds outstanding in the Interchange West(Best Buy), and Lyndale Gateway West(Kensington Park) districts. 2 Assumptions All projections are based on the most conservative assumptions. Cash balances are as of December 31, 2012. The calculations do not include any interest on invested cash or inflation on property market values with a few exceptions: • Interchange West uses a 1.725% market value inflation • Urban Village uses a 2%market value inflation • Lyndale Gateway West uses a 1% inflation rate Although Lyndale Gateway (Twin Cities Christian Homes) used a 3% market value inflation assumption at time of closing, a 0% market value inflation rate is being used in order to be conservative. 3 L JLt Interchange TIF District Update The Interchange District is a commercial redevelopment project comprised of the Dick's Sporting Goods store located along I-494. In 2004, Galyan's Trading Company became a wholly owned subsidiary of Dick's Sporting Goods. First Year of Increment: 1998 Estimated Decertification Date: 2023 Outstanding Obligations • $1,747,045 Pay-as-you-go Revenue Note The Interchange District has a cash balance of$96,110. Conclusions The HRA will be able to meet its debt obligation. 4 Urban Village TIF District Update The Urban Village TIF District is a mixed-use redevelopment project located on the southeast corner of Lyndale and 66th Street. Tax increment revenue is pledged to the project to assist with property acquisition and excess site development expenses. Fifteen percent(15%) of the annual tax increment is contributed to the Housing and Redevelopment Fund for use on TIF eligible expenses. First Year of Increment: 2000 Estimated Decertification Date: 2025 Outstanding Obligations • $2,500,000 Pay-as-you-go Tax Exempt Tax Increment Revenue Note A • $2,388,414 Pay-as-you-go Taxable Tax Increment Revenue Note B The Note A TIF Bond has a reset date, and its current rate is 2.77%. The Note will be reset February 2016. The Urban Village District has a cash balance of$125,018. Conclusions The HRA will be able to meet all of its debt obligations. 5 1-1 LQ Gramercy TIF District Update The Gramercy TIF District is a redevelopment project that includes the Gramercy Park Senior Housing Cooperative. Tax increment revenue is pledged to the project to assist with property acquisition expenses. Fifteen percent(15%) of the annual tax increment is contributed to the Housing and Redevelopment Fund for use on TIF eligible expenses. First Year of Increment: 2002 Estimated Decertification Date: 2025 Outstanding Obligations • $1,977,000 Pay-as-you-go Tax Increment Revenue Note The Gramercy District has a cash balance of$167,894. Conclusions The HRA will be able to meet all of its debt obligations. 6 1-1 -1 Interchange West / Lyndale Gateway TIF District Update The Interchange West/Lyndale Gateway TIF District has two components: Interchange West and Lyndale Gateway. Interchange West Component The Interchange West component is comprised of the Best Buy Corporate Headquarters located on the intersection of I-494 and Penn Ave. Tax increments are pledged to the Best Buy project to assist with site assembly activities. A set dollar amount of funds from the Interchange West portion of the District will be used to fund the Housing and Redevelopment Fund and administrative costs. First Year of Increment: 2004 Estimated Decertification Date: 2025 Outstanding Obligations • $22,190,195 Pay-as-you-go Tax Increment Revenue Note • $6,355,000 Tax Exempt General Obligation Tax Increment Refunding Bonds, Series 2010B. (These bonds provided for an advance refunding of the $8,350,000 Tax Exempt General Obligation Tax Increment Bonds of 2001, for a present value savings of $620,169.) The Interchange West Component has a cash balance of$1,043,234. Conclusions The HRA will be able to meet all of its debt obligations. Lyndale Gateway Component The Lyndale Gateway component is comprised of the Richfield Senior Housing project (Main Street Village) and the Minnstar Builders, Inc. project (Casteel Place Townhouses). Tax increment revenue is pledged to the project to assist with site assembly expenses. In 2002,the HRA loaned Richfield Senior Housing, Inc. $338,251.76 to assist with an unexpected condemnation award in acquiring a portion of the redevelopment property. The loan was paid off by the developer in December, 2004. For the Minnstar Builders project, Casteel Place Townhomes,the Contract for Private Redevelopment included a"look back"provision that required a review of the developer's costs. To the extent that certain costs would go up or down under the estimate,the associated Pay-as- you-go Revenue Note would be reduced by a like amount. The "look back" provision analysis was completed in 2002, which called for a reduction in the Pay-as-you-go Revenue Note from $100,000 to $19,985.23. The cost savings of this tax increment was then used as additional gap 7 funding for the Cornerstone/Kensington Park redevelopment project in the Lyndale Gateway West District. The last increment payment to Minnstar Builders was February 1, 2005. First Year of Increment: 2000 Estimated Decertification Date: 2025 Outstanding Obligations • $3,300,000 Pay-as-you-go Tax Increment Revenue Note to Richfield Senior Housing The Lyndale Gateway Component has a cash balance of$266,729. Conclusions The HRA will be able to meet all of its debt obligations. 8 L1-61 City Bella TIF District Update The City Bella project is a redevelopment district consisting of a housing project with a retail component located on Lyndale Ave. and 66th Street. Tax increment revenue is pledged to the project to assist with property acquisition and site improvement expenses. The City Bella Project has a$450,000 loan from the Development Account to pay for land owned by the HRA. This loan will be paid by using 15% of the annual tax increment. After the loan is paid in full, 15% of the annual tax increment will be contributed to the Housing and Redevelopment Fund for use on TIF eligible expenses. First Year of Increment: 2006 Estimated Decertification Date: 2030 Outstanding Obligations • $8,473,470 Pay-as-you-go Tax Increment Revenue Note • $450,000 loan from the Development Account The City Bella District has a cash balance of$244,643. Conclusions The HRA will be able to meet its debt obligation. 9 Lk Lyndale Gateway West TIF District Update The Lyndale Gateway West TIF District is comprised of the Cornerstone (Kensington Park) mixed-use redevelopment project located on Lyndale Avenue. Tax increment revenue is pledged to the project to assist with site assembly expenses. First Year of Increment: 2006 Estimated Decertification Date: 2029 Outstanding Obligations • $2,970,000 Taxable General Obligation Tax Increment Refunding Bonds, Series 2012B. (These bonds provided for an advance refunding of the $3,470,000 Taxable General Obligation Tax Increment Bonds, Series 2003, for a present value savings of$319,417.) • $1,100,000 Interfund Loan The $1,100,000 Interfund Loan from the ILN District was funded in part with the $1,630,000 General Obligation Tax Increment Bond, Series 2000, which utilized the Candlewood Hotel increment. A portion of the principal and the interest was to be paid back from tax increment. Tax increment from the Minnstar Builders townhouse project in the Lyndale Gateway District is also being used to pay obligations related to the Cornerstone project. The Lyndale Gateway West District has a cash balance of$110,457. Conclusions Under the current circumstances, the HRA will be able to meet its debt obligation for the Series 2012B bonds. However, under current market values and tax rates, it is projected that there will not be sufficient tax increment to pay the Interfund Loan in its entirety (principal and interest). To the extent that market values increase or increment can be pooled from other TIF districts,the shortfall could be reduced. Market values would need to increase 2.70% annually to pay the principal in full and 4.7% annually to pay the principal and interest in full. 10 1 - ) I Cedar Corridor TIF District Update The Cedar Corridor TIF District is a redevelopment district comprised of the commercial/retail redevelopment in the Airport Noise Impact Area. This area is located along Cedar Avenues. and 66th Street. This District was established in 2006 using Special Legislation from the Laws of Minnesota 2005, Chapter 152, Article 2, Section 25. First Year of Increment: 2008 Estimated Decertification Date: 2033 Outstanding Obligations • None at this time The Cedar Corridor District has a cash balance of$6,282. Conclusions The District currently does not have any financial obligations. 11 2010-1 Housing TIF District Update The 2010-1 Housing TIF District is a housing district comprised of the Lyndale Plaza development at the site of the former Woodlake Plaza Shopping Center site. The apartment complex contains 94 units of rental housing, including 19 units that are affordable to families at or below 50% of the area median income for Hennepin County, as determined annually by the Minnesota Housing Finance Agency. These units will remain affordable for the term of the tax increment. First Year of Increment: 2014 Estimated Decertification Date: 2034 Approved Obligations The HRA has entered into a Development Agreement to issue the following obligations after the developer submits documentation of qualified expenses and complies with the requirements in the Agreement: • $822,000 Pay-as-you-go Tax Increment Revenue Note A • $85,000 HRA Property Reimbursement Note • $500,000 Pay-as-you-go Tax Increment Revenue Note B The 2010-1 Housing District has a cash balance of$0. 12 Lyndale Gardens TIF District Update The Lyndale Gardens TIF District is a redevelopment district comprised of the former Lyndale Gardens site, located at 6400 Lyndale Avenue South. The proposed development is anticipated to include a 25,000 square foot grocery store; 11,600 square feet of retail; and 151 units of market-rate and affordable rental housing. The development will also include an open-air market/pavilion, a performance stage, a splash pad and several trail connections in a quasi-public setting. Estimated First Year of Increment: 2014 Estimated Decertification Date: 2039 Approved Obligations The HRA has entered into a Development Agreement to issue the following obligations after the developer submits documentation of qualified expenses and complies with the requirements in the Agreement: • $5,616,000 Pay-as-you-go Tax Increment Revenue Note A • $315,000 Forgivable Loan,based on the developer meeting the requirements in Section 2.05 of the Funding Agreement by September 1, 2015 The Lyndale Gardens TIF District has a cash balance of$0. 13 +" JL Decertified Tax Increment Financing Districts The HRA has decertified six TIF Districts: • Interstate-Lyndale-Nicollet(ILN) TIF District(a redevelopment district) was decertified as of December 31, 2012. • Pre-1999 Richfield Rediscovered TIF District (a scattered site redevelopment district) was closed as of December 31, 2010. • Post-1999 Richfield Rediscovered TIF District(a scattered site redevelopment district) was closed as of December 31, 2010. • Lyndale-Hub-Nicollet (LHN) District (a redevelopment district) was closed as of December 31, 2002. • Cedar Avenue Business Area (CABA) District (an economic development district) ended in 1996. All of the accounting transactions to close the District were completed by December 31, 2000. • Penn Avenue and Sixty-Sixth Street(PASSS) District (a redevelopment district)was established in 1989 and terminated in 1996 due to a lack of feasible redevelopment opportunities. 14 Housing and Redevelopment Fund The Housing and Redevelopment Fund is a revenue source comprised of tax increment from the Gramercy, Urban Village, Interchange West/Lyndale Gateway, and City Bella TIF Districts. The purpose of the Housing and Redevelopment Fund is to fund a variety of housing needs for the community, including but not limited to, new construction of single-family homes and town homes; single-family home renovation and rehabilitation; and apartment rehabilitation. Funds must be spent on eligible tax increment expenses. Currently, a portion of the tax increment revenue from the Gramercy, Urban Village and Lyndale Gateway/Interchange West TIF District are being transferred to the Housing and Redevelopment Fund. The Housing and Redevelopment Fund is used to support the New Home Program, Transformation Housing Program(a deferred loan program), the Kids at Home Program, and the Richfield Rediscovered Loan Program. 15 � rP P ^ P. Pn =!(z .7,-, cn 8V030 Mann. 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AGENDA ITEM#: 5 REPORT#: 43 maid! STAFF REPORT RICHFIELD HOUSING AND REDEVELOPMENT AUTHORITY MEETING AUGUST 19, 2013 REPORT PREPARED BY: KATE AITCHISON, HOUSING SPECIALIST NAME,TITLE JOHN STARK, 'COMMUNITY REPORT PRESENTER: DEVELOPMENT DIRECTOR NAME,TITLE ACTING DEPARTMENT DIRECTOR �1 l'�� REVIEW: o: J. A .1:111M1/ ripy REVIEWED BY EXECUTIVE DIRECTOR:/ t ITEM FOR HRA CONSIDERATION: Public hearing and consideration of a resolution authorizing the sale of 6808 14th Avenue to Jon Pues and Kathleen F. Walsh-Pues, and a Contract for Private Development with Jon Pues and Kathleen F. Walsh-Pues for the construction of a single family home under the Richfield Rediscovered Program. I. RECOMMENDED ACTION: Conduct and close the public hearing and by motion: 1. Approve a resolution authorizing the sale of 6808 14th Avenue to Jon Pues and Kathleen F. Walsh-Pues and; 2. Authorize execution of a Contract for Private Development with Jon Pues and Kathleen F. Walsh-Pues for the development of a single family home under the Richfield Rediscovered Program. II. EXECUTIVE SUMMARY Jon Pues and Kathleen F. Walsh-Pues (Applicant), along with T-Square Repair & Remodeling (Builder), have submitted an application to build a new single-family home at 6808 14th Avenue as part of the Richfield Rediscovered Program. They are proposing to construct a 4-bedroom, 3-bathroom home with a first-floor `mother- in-law' suite. The home will also have an attached two-car garage. The home will be approximately 2,500 square feet, with an end-value of$315,000. Construction will 081913 RR Contract 6808 14th (Pues) begin as soon as a permit is issued, and take approximately five months to complete. III. BASIS OF RECOMMENDATION A. BACKGROUND • The Housing and Redevelopment Authority (HRA) purchased a double lot at 6808/6812 14th Avenue in February 2012. The lot was subsequently subdivided into two fifty-foot lots. Both are being sold under the Richfield Rediscovered program. • The existing home was abated and demolished in September 2012. B. POLICY • The proposed project meets the objectives of the Richfield Rediscovered Program: o Provides new, higher valued housing. o Alleviates a shortage of housing choice for families. o Facilitates the HRA's "Market Rate Initiatives" by providing a three-bedroom, owner-occupied house designed for a family. • The project meets the Housing Design and Site Development Criteria, as defined in Exhibit B of the Contract for Private Redevelopment. C. CRITICAL TIMING ISSUES • Per the Contract for Private Development, the house construction must be completed by March 1, 2014. The Applicant and Builder anticipate applying for a building permit by the end of August. Closing on the lot will occur once a building permit is ready to be issued and is required to occur no later than November 1, 2013. • A provision has been added to all Richfield Rediscovered contracts authorizing staff the ability to grant an extension to these deadlines for a period up to six months. D. FINANCIAL • At the time the Applicant reserved the lot, the appraised value of the lot was $43,500. • The HRA acquired the double-lot in 2012 for$110,000, razed the existing house, and subdivided the property into two lots. • Under the terms of the Contract, the $43,500 will be due at closing. • The Builder proposes to build the house to achieve MnGreen Path certification. If the certification is obtained, the Builder will qualify for a $5,000 credit. • Under the terms of the Contract, the minimum market value of the house will be $315,000. • Under the terms of the Contract, the Builder must submit a $10,000 cash escrow to be held until construction is completed as provided in the Contract. E. LEGAL • The HRA Attorney has prepared the Contract for Private Development. • IV. ALTERNATIVE RECOMMENDATION(S) • Amend the Contract for Private Development and direct staff to work with the Builder to revise the proposal. • Do not execute the Contract for Private Development. V. ATTACHMENTS • Resolution • Site Plan • Elevations and Floor plans • Contract for Private Development • Photo of Property VI. PRINCIPAL PARTIES EXPECTED AT MEETING • Jon Pues, Applicant • Tim Sjoquist, T-Square Repair & Remodeling - 1 HRA RESOLUTION NO. RESOLUTION AUTHORIZING THE SALE OF REAL PROPERTY LOCATED AT 6808 14th AVENUE TO JON PUES AND KATHLEEN F. WALSH-PUES WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota (HRA) desires to develop certain real property pursuant to and in furtherance of the Richfield Rediscovered Program adopted by the HRA, said real property being described as: Address: 6808 14th Avenue Legal: The South 50 feet of the North 176 feet of the East 1/2 of Block 6, Rich Fields, Hennepin County, Minnesota WHEREAS, the HRA is authorized to sell real property within its area of operation after a public hearing; and WHEREAS, the purchasers of the described property have been identified as Jon Pues and Kathleen F. Walsh-Puse, and WHEREAS, a Contract for Private Development has been prepared, and the sale price of 6808 14th Avenue is $43,500.00 with performance security in the amount of$10,000; and WHEREAS, a public hearing has been held after proper public notice. NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota: 1. A public hearing has been held and 6808 14th Avenue is authorized to be sold for $43,500.00 to Jon Pues and Kathleen F Walsh-Pues; and 2. The Chairperson and Executive Director are authorized to execute a Contract for Private Development and other agreements as required to effectuate the sale to the Builder. Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota this 19th day of August, 2013. Suzanne M. Sandahl, Chair ATTEST: Doris Rubenstein, Sectary 5 ... � ) • } 3 \ \ ; i \ ' � 3 m co 1 ! . § _ I j ' CD a �t \f $; 1 � }\ k . ( ~ \ / % I 1 2 k . ƒ : 1 ∎ | � (--------- #---------Tj } � ; /. . _:._IT_ ---- i i I 1 . } i ■ ! 1 ■ i ' ■ f : H. .. . . . . . ; ; ( 4i / 5 J 1 §! \CO ƒ . 15-3 : qii 1#1, n i ! it ' ' I; l;i .I ; I i ill;;nlflj ! i kWh iiiill i li III lilil 1 \\\\ � j p �� u.. 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I Iilliil I I'IIII' I'i II I f it I� Ili Ii Ili I l �l iljllii,l ylii i Ii liI 1,1'iH Illllll! i 'i i i lily; hill i A. i! ,I;iilli ' ,'1 ;IIIi I; I�1 l II ;,WII 11) i li .i.;!1;;;!ID i ,i I j j i I i i I i i I m NEW HOME FOR THE: W $ N ` PUES RESIDENCE RICHFIELD,MINNESOTA 5.,...Li ;: . . ,..:, - , . :t----f ,----,1 , ft 7 1. •‘`'' . r .• • i . , rr----' l• ! ! . II • WIr ' 1? ■ li —1 '71 l■-• 1.r. r l ' ' 2 Fli i '--– – I. . .• „ ! it:•-• ; • A2. L.,11 , ! i•-: ! 0 ! . •," f. ; ' i--------; ■.$ . . i ■ 1 • 0 70 , • ...___,, i:• , : ,.,-_-.J .:.! I • t " !I r'cy,L4,„ -- „Ir'r 1;ir 7, i z . ", — .,..-... . .-:-., .....---.-.47r-r-.-. -. •••- •.. 1 ' ,t,Aaq 11 ii , 4 U :' ; 1,1! ,.:1 q -,i•1 5 : ., i6 1 II irr-----: i il ii :: "■ 1• - , . ‘ I- . , ■ ., . . , . . ! : +- • I 1 :, 4 • . • • ! • . ! s.: I• I !. r • I i • . . 1 r! ' ! I ---4 i -', 1 . ;_,--p•J. !...,*-P...4 ; '-'' ' 3'''' .t. ''''' ; 14 -g i -n T 1.; •. - ! • . i ! !ri i !ir . ,• I. Pt 1 1 i 1• J to ht i '; 1 ; 'mil a_ 'EIBI ' MI ! JY: f 11. r i ! . . a: ,I 11 --!—_, • ; 1 t ' 1 I , • &,. n ,, • 1,_ ! 1 _ ! . • r, i ,,...„..i f , /:.g:,--g--- ft i ....: ; El ,.., , .,i •••=-= - -I-- — t7 II A it ;II m I i I 1 r . 6 r , , 1 I i4 I § i i ih ' .. ra F, :r. NEW HOME FOR THE: Uii! 're: U.: g '''. PUES RESIDENCE -g RICHFIELD,MINNESOTA I- 7 iti-6 Iv I i I I j • 1 I ! ---I-• : i I i J ■ i i ' ' 1 i 1 H --! r r- - ------ ! 1 ! 1 5, -n r- 0 7:I Z ; i I ; 1 I l'... I I i ■ , f I' 1 : . I 1 , I IR u g Lj Th(L / _....; [ ! ' ' ,. 17 1 1 1 . I I 1 ' : I , 1 i 1 1 - ■ i . 1r: ; !k; 4. ••. 1 1 !.:s ! ! ' .■1' '-i' .v Z.; .i , ;', d• 1 :, 1 k ■1 , , i , ! ; ■ , 1 ■ i i ---- I I i I , i tt! '! I I 1 ! , 1 _ 1 1 i ii. T8 5 z : . • • . ! i • I , 5 1 ; , I , 1 , ■ , . . , Plt ki NEW HOME FOR THE: PUES RESIDENCE RICHFIELD,MINNESOTA CONTRACT FOR PRIVATE DEVELOPMENT Between HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD and Jon Pues and Kathleen F Walsh-Pues ICI for property located at 6808 14th Avenue South,Richfield MN 55423 This Instrument Drafted by: Housing and Redevelopment Authority in and for the City of Richfield 6700 Portland Avenue South Richfield, Minnesota 55423 Telephone: (612) 861-9760 410567v1 JAE RC125-65 CONTRACT FOR PRIVATE DEVELOPMENT THIS AGREEMENT, made and entered into as of this day of by and between the Housing and Redevelopment Authority in and for the City of Richfield, a public body corporate and politic under the laws of the State of Minnesota, having its principal office at 6700 Portland Avenue, Richfield, Minnesota (HRA), and Jon Pues and Kathleen F Walsh-Pues (Buyer). WITNESSETH: WHEREAS, the City of Richfield (City) and the HRA have previously created and established a Redevelopment Project (Project) pursuant to the authority granted in Minnesota Statutes, Sections 469.001 through 469.047(collectively,the Act); and WHEREAS, pursuant to the Act, the City and the HRA have previously adopted a redevelopment plan for the Project(Redevelopment Plan); and WHEREAS, in order to achieve the objectives of the Redevelopment Plan and particularly to make specified land in the Project available for development by private enterprise for and in accordance with the Redevelopment Plan, the HRA has determined to provide substantial aid and assistance to finance development costs in the Project; and WHEREAS, the Buyer has proposed a development as hereinafter defined within the Project which the HRA has determined will promote and carry out the objectives for which the Project has been undertaken, will assist in carrying out the obligations of the Redevelopment Plan, will be in the vital best interests of the City and the health, safety and welfare of its residents and is in accord with the public purposes and provisions of the applicable state and local laws and requirements under which development in the Project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the mutual covenants and obligation of the HRA and the Buyer, each party does hereby represent, covenant and agree with the other as follows: ARTICLE I. DEFINITIONS,EXHIBITS,RULES OF INTERPRETATION Section 1.1. Definitions. In this Agreement, the following terms have the meaning given below unless the context clearly requires otherwise: Construction Plans. The construction plans approved by the HRA pursuant to Section 4.1 of this Agreement. The Construction Plans include a schedule for construction of the Improvements, preliminary plans and schematics of the Improvements to be constructed, and a landscaping plan. 410567v1 JAE RC125-65 I � ~g Development. The Property and the Improvements to be constructed thereon according to the Construction Plans approved by the HRA. Event of Default. Event of Default has the meaning given such term in Section 8.1. Guidelines. The Richfield Rediscovered Program Guidelines Lot Sale Program, revised April 23. 2013, and attached as Exhibit B to this Agreement. Improvements. Each and all of the structures and site improvements constructed on the Property by the Buyer, as specified in the Construction Plans to be approved by the HRA. Minimum Market Value. $315,000, which is the minimum market value for the Property and Improvements as confirmed by the Hennepin County Assessor. Property. The real property legally described as: The South 50 feet of the North 176 feet of the East 1/2 of Block 6,Rich Fields,Hennepin County,Minnesota having a street address of: 6808 14th Avenue South,Richfield MN 55423 Unavoidable Delays. Delays which are the direct result of strikes, labor troubles, fire or other casualty to the Improvements, litigation commenced by third parties which results in delays or acts of any federal, state or local government, except those contemplated by this Agreement, which are beyond the control of the Buyer. Section 1.2. Exhibits. The following Exhibits are attached to and by reference made a part of this Agreement: A. Form of Certificate of Completion B. Program Guidelines—Lot Sale Program C. Form of Quit Claim Deed D. Well Disclosure Section 1.3. Rules of Interpretation. (a) This Agreement shall be interpreted in accordance with and governed by the laws of the State of Minnesota. (b) The words "herein" and "hereof' and words of similar import, without reference to any particular section or subdivision refer to this Agreement as a whole rather than any particular section or subdivision hereof. 410567v1 JAE RC125-65 2 (c) References herein to any particular section or subdivision hereof are to the section or subdivision of this Agreement as originally executed. (d) Any titles of the several parts, articles and sections of this Agreement are inserted for convenience and reference only and shall be disregarded in construing or interpreting any of its provisions. ARTICLE II. REPRESENTATIONS AND UNDERTAKINGS Section 2.1. By the Buyer. The Buyer makes the following representations and undertakings: (a) The Buyer has the legal authority and power to enter into this Agreement and has duly authorized the execution,delivery and performance of this Agreement; (b) The Buyer has the necessary equity capital or will obtain commitments for financing necessary for construction of the Improvements; (c) The Buyer will construct the Improvements in accordance with the terms of this Agreement and all local, state and federal laws and regulations; (d) The Buyer will obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, the requirements of all local, state and federal laws and regulations which must be obtained or met before the Improvements may be constructed;and (e) The plans for the Improvements have been prepared by a qualified draftsperson or architect. (0 The Buyer intends to reside at the Property following completion of construction of the Improvements and is not acquiring the Property for the purpose of resale or speculation. (g) The Buyer has read and understands the Guidelines and agrees to be bound by them. Section 2.2. By the HRA. The HRA makes the following representations as the basis for the undertaking on its part herein contained: (a) The HRA is authorized by law to enter into this Agreement and to carry out its obligations hereunder; and (b) The HRA will, in a timely manner, subject to all notification requirements, review and act upon all submittals and applications of the Buyer and will cooperate with the efforts of Buyer to secure the granting of any permit, license, or other approval required to allow the construction of the Improvements. 410567v1 JAERC125-65 3 ARTICLE III. ACQUISITION OF PROPERTY; CONVEYANCE TO BUYER Section 3.1. Purchase of Property by Buyer. The HRA agrees to sell the Property to Buyer and the Buyer agrees to purchase the Property from the HRA in an "as-is" condition. The HRA agrees to convey the Property to the Buyer by Quit Claim Deed in the general form of Exhibit C. The HRA's deed to the Builder will contain the right of reverter required in Section 8.3. The purchase price for the Property will be $43,500. Section 3.2. Title and Examination. As soon as reasonably possible after execution of this Contract for Private Development by both parties, (a) HRA shall surrender any abstract of title and a copy of any owner's title insurance policy for the property, if in HRA's possession or control, to Buyer or to Buyer's designated title service provider;and (b) Buyer shall obtain the title evidence determined necessary or desirable by Buyer or Buyer's lender, including but not limited to title searches, title examinations, abstracting, a title insurance commitment or an attorney's title opinion, at Buyer's selection and cost, and provide a copy to the HRA. The Buyer shall have 20 days from the date it receives such title evidence to raise any objections to title it may have. Objections not made within such time will be deemed waived. The HRA shall have 90 days from the date of such objection to affect a cure; provided, however, that the HRA shall have no obligation to cure any objections, and may inform Buyer of such. The Buyer may then elect to close notwithstanding the uncured objections or declare this Agreement null and void, and the parties will thereby be released from any further obligation hereunder. Section 3.3. Taxes and Special Assessments. Real estate taxes and installments of special assessments will be prorated between the HRA and Buyer as of the date of closing. Section 3.4. Soil Conditions and Hazardous Wastes. The Buyer acknowledges that the HRA makes no representations or warranties as to the conditions of the soils on the Property, its fitness for the construction of improvements or any other purpose for which the Buyer may use the Property, or regarding the presence of hazardous wastes on the Property. The HRA will allow reasonable access to the Property for the Buyer to conduct such tests regarding soils conditions and hazardous wastes as the Buyer may desire. Permission to enter the Property to conduct such tests must be given in writing under reasonable terms and conditions established by the HRA. Section 3.5. Site Clearance. The HRA will be responsible for clearance of all buildings as required to prepare the Property for development. All other site preparation is the responsibility of Buyer. Buyer will comply with all of the provisions of the Guidelines relating to tree protection, preservation and replacement. 410567v1 JAE RC I25-65 4 - II Section 3.6. Other Preconditions to Closing. Closing may not take place until the HRA is satisfied that the proposed Improvements are in all respects in full compliance with the provisions of the Guidelines contained in Exhibit B. Section 3.7. Closing. Closing must take place on or before November 1, 2013, or such other date as may be agreed to by the Buyer and HRA in writing. At Closing,pursuant to Section 5.1, the Buyer will provide the HRA with $10,000 to be held in escrow until the Improvements are completed. Section 3.8. Closing Costs. The Buyer will pay: (a)the closing fees charged by its title insurance company or other closing agent, if any, utilized to close the transaction for Buyer; and (b) the recording fees for the Contract for Private Development and the deed transferring title to the Buyer. The HRA will pay all other fees normally paid by sellers, including: any transfer taxes, and any fees and charges related to the filing of any instrument required to make title marketable. Each party shall pay its own attorney fees. Section 3.9. Sewer and Water. HRA warrants that city water is available at the lot line and city sewer is available at the curb. Section 3.10. ISTS Disclosure. HRA is not aware of any individual sewage treatment system on the property. Buyer is responsible for all costs of removing any individual sewage treatment system that may be discovered on the Property. - Section 3.11. Well Disclosure. HRA's knowledge of wells on the Property is disclosed in Exhibit F. ARTICLE IV. CONSTRUCTION OF IMPROVEMENTS Section 4.1. Construction of Improvements. The Buyer shall cause the Improvements to be constructed on the Property in accordance with the Guidelines and the Construction Plans, shall cause the Improvements to meet or exceed the Minimum Market Value specified in Section 1.1, and shall maintain, preserve and keep the Improvements in good repair and condition. Section 4.2. Building Plans. No building permit will be issued by the City unless the building plans are in conformity with the Guidelines contained in Exhibit B, the Construction Plans,the required Minimum Market Value, other requirements contained in this Agreement, and all local, state and federal regulations. The Buyer shall provide the HRA with a set of building plans to be used in connection with any application for a building permit. The HRA shall,within 25 days of receipt of the building plans review the same to determine whether the foregoing requirements have been met. If the HRA determines such building plans to be deficient, it shall notify the Buyer in writing stating the deficiencies and the steps necessary for correction. Issuance of the building permit by the City shall be a conclusive determination that the building plans have been approved and shall satisfy the provisions of this Section 4.2. 410567v1 JAE RC125-65 5 Section 4.3. Schedule of Construction. Subject to Unavoidable Delays, construction of the Improvements shall be completed prior to March 1, 2014. All construction shall be in conformity with the approved Construction Plans and the Guidelines. Periodically during construction the Buyer shall make reports in such detail as may reasonably be requested by the HRA concerning the actual progress of construction. If at any time prior to completion of construction the HRA has cause to believe that the Buyer will be unable to complete construction of the Improvements in the time permitted by this Section 4.3, it may notify the Buyer and demand assurances from the Buyer regarding the Buyer's construction schedule. If such assurances are not forthcoming or are deemed by the HRA at its sole discretion to be inadequate, the HRA may declare an Event of Default and may avail itself of any of the remedies specified in Section 8.2 of this Agreement. Section 4.4. Certificate of Completion. After notification by the Buyer of completion of construction of the Improvements, the HRA shall inspect the construction to determine whether the Improvements have been completed in accordance with the Construction Plans and the terms of this Agreement, including the date of the completion thereof. In the event that the HRA is satisfied with the construction, the HRA shall furnish the Buyer with a Certificate of Completion in the form attached hereto as Exhibit A. Such certification by the HRA shall be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligation of the Buyer to construct the Improvements. At the time a Certificate of Completion is issued, the HRA will also provide Buyer with a $5,000 cash rebate if Buyer has obtained Green Community Concepts certification through LEED for Homes, Minnesota GreenStar,Minnesota Green Communities or Minnesota Green Path. If the HRA shall refuse or fail to provide certification in accordance with the provisions of this Section 4.4, the HRA shall within 15 days of such notification provide the Buyer with a written statement, indicating in adequate detail in what respects the Buyer has failed to complete the Improvements in accordance with the provisions of this Agreement necessary, in the opinion of the HRA, for the Buyer to take or perform in order to obtain such certification. Section 4.5. Failure to Construct. In the event that construction of the Improvements is not completed as provided in Section 4.3 of this Agreement, an Event of Default shall be deemed to have occurred,and the HRA may proceed with its remedies under Section 8.2. ARTICLE V. REDEVELOPMENT ASSISTANCE Section 5.1. Establishment of Cash Escrow. Buyer acknowledges that although it is purchasing the Property at its fair market value as raw land, the HRA has incurred significant costs in acquiring and preparing the Property for development by Buyer. At Closing, Buyer will deliver to the HRA $10,000 to be placed in a non-interest bearing escrow account pursuant to the Escrow Agreement, dated as of the date hereof, between Buyer and HRA. The obligation to pay the $10,000 to the HRA will be forgiven, and the cash in the escrow account will be returned to Buyer if: (i) the Buyer receives a Certificate of Completion; and (ii)the Buyer is not otherwise in default of any of its obligations hereunder. If such have not occurred, an Event of Default shall be deemed to have occurred and the HRA may exercise its remedies under Section 8.2. 410567v1 JAE RC125-65 6 ARTICLE VI. FINANCING Section 6.1. Financing. Within 20 days of the date of execution of this Agreement, the Buyer shall submit to the HRA evidence of financing for the Improvements in compliance with the provisions of Section 2.1(b) of this Agreement. If the HRA finds that the financing is adequate in amount to provide for the construction of the Improvements, the HRA shall notify the Buyer of its approval. If the HRA rejects the evidence of financing as inadequate, the Buyer shall have 30 days or such additional period of time as the Buyer may reasonably require from the date of such notification to submit evidence of financing satisfactory to the HRA. If the Buyer fails to submit such evidence or fails to use due diligence in pursuing financing, the HRA may terminate this Agreement and both parties shall be released from any further obligation or liability hereunder. Closing shall not take place until Buyer has provided HRA with acceptable evidence of financing for construction of the Improvements. Section 6.2. Copy of Notice of Default to Lender. Whenever the HRA shall deliver any notice or demand to the Buyer with respect to any Event of Default by the Buyer in its obligations or covenants under this Agreement,the HRA shall at the same time forward a copy of such notice or demand to each holder of any Mortgage authorized by this Agreement at the last address of such holder shown in the records of the HRA. Section 6.3. Subordination. In order to facilitate obtaining financing for the construction of the Improvements by the Buyer, the HRA may, in its sole and exclusive discretion, agree to modify this Agreement in the manner and to the extent the HRA deems reasonable, upon request by the financial institution and the Buyer. ARTICLE VII. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER Section 7.1. Representation as to Redevelopment. The Buyer represents and agrees that its undertakings pursuant to the Agreement, are for the purpose of Development of the Property and not for speculation in land holding. The Buyer further recognizes that, in view of the importance of the Development to the general welfare of Richfield and the substantial financing and other public aids that have been made available by the HRA for the purpose of making the Development possible, the qualification and identity of the Buyer are of particular concern to the HRA. The Buyer further recognizes that it is because of such qualifications and identity that the HRA is entering into this Agreement, and, in so doing, is further willing to rely on the representations and undertakings of the Buyer for the faithful performance of all undertakings and covenants agreed by the Buyer to be performed. 410567v1 JAE RCI25-65 7 5—I` Section 7.2. Prohibition Against Transfer of Property and Assignment of Agreement. For the reasons set out in Section 7.1 of this Agreement, the Buyer represents and agrees that prior to the issuance of the Certificate of Completion by the HRA: (a) Except only by way of security for, and only for the purpose of obtaining financing necessary to enable the Buyer or any successor in interest to the Property, or any part thereof, to perform its obligations with respect to the Development under this Agreement, and any other purpose authorized by this Agreement, the Buyer, except as so authorized, has not made or created, and that it will not make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance, or any trust in respect to this Agreement or the Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the HRA. ARTICLE VIII. EVENTS OF DEFAULT Section 8.1. Events of Default Defined. The following shall be deemed Events of Default under this Agreement and the term 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 the Buyer to pay when due the payments required to be paid or secured under any provision of this Agreement; (b) Failure by the Buyer to observe and substantially perform any covenant, condition, obligation or agreement on its part to be observed or performed hereunder, including the time for such performance; (c) If the Buyer shall admit in writing its inability to pay its debts generally as they become due, or shall file a petition in bankruptcy, or shall make an assignment for the benefit of its creditors, or shall consent to the appointment of a receiver of itself or of the whole or any substantial part of the Property; (d) If the Buyer, on a petition in bankruptcy filed against it, be adjudicated as bankrupt, or a court of competent jurisdiction shall enter an order or decree appointing, without the consent of the Buyer, a receiver of the Buyer or of the whole or substantially all of its property, or approve a petition filed against the Buyer seeking reorganization or arrangement of the Buyer under the federal bankruptcy laws, and such adjudication, order or decree shall not be vacated or set aside or stayed within 60 days from the date of entry thereof; or (e) If the Buyer is in default under any mortgage and has not entered into a work-out agreement with the holder of the mortgage. Section 8.2. Remedies on Default. Whenever any Event of Default occurs, the HRA may, in addition to any other remedies or rights given the HRA under this Agreement, take any one or more of the following actions following written notice by the HRA to the Buyer as provided in Section 9.3 of this Agreement: 410567v1 JAL RC125-65 8 s- I5 (a) Suspend its performance under this Agreement until it receives assurances from the Buyer, deemed reasonably adequate by the HRA, that the Buyer will cure its default and continue its performance under this Agreement; (b) Cancel or rescind this Agreement; (c) Withhold the Certificate of Completion; or (d) Take whatever action at law or in equity may appear necessary or desirable to the HRA to enforce performance and observance of any obligation, agreement, or covenant of the Buyer under this Agreement; provided, however, that any exercise by the HRA of its rights or remedies hereunder shall always be subject to and limited by, and shall not defeat, render invalid or limit in any way (a) the lien of any mortgage authorized by this Agreement and (b) any rights or interest provided in this Agreement for the protection of the holders of a mortgage; and provided further that should any mortgagee succeed by foreclosure of the mortgage or deed in lieu thereof to the Buyer's interest in the Property, it shall, notwithstanding the foregoing, be obligated to perform the obligations of the Buyer under this Agreement to the extent that the same have not therefore been performed by the Buyer. Section 8.3. Revesting Interest in HRA Upon Happening of Event of Default Subsequent to Conveyance of Property to Buyer. In the event that subsequent to the closing or the sale of the Property to the Buyer and prior to the issuance of the Certificate of Completion: (a) The Buyer fails to begin or cause to begin construction of the Improvements in conformity with this Agreement, and such failure is not due to Unavoidable Delays; (b) The Buyer, after commencement of the construction of the Improvements, defaults in or violates obligations with respect to the construction of the Improvements, including the nature and the date for the completion thereof, or abandons or substantially suspends construction work, and such act or actions is not due to Unavoidable Delays; (c) The Buyer or its successor in interest fails to pay real estate taxes or assessments on the Property or any part thereof when due, or places thereon any encumbrance or lien unauthorized by this Agreement, or suffers any levy or attachment to be made, or any supplier's or mechanic's lien, or any other unauthorized encumbrance or lien to attach; (d) There is, in violation of Article VII of this Agreement, any transfer of the Property or any part thereof; or (e) The Buyer fails to comply with any of its covenants under this Agreement, then the HRA shall have the right upon 30 days' written notice to Buyer and the Buyer's failure to cure within such 30 days period, to re-enter and take possession of the Property and to terminate and revest in the HRA the interest of the Buyer in the Property; provided, however,that such revestiture of title shall be subject to the lien of any prior encumbrance permitted under this 410567v1 JAE RC125-65 9 Agreement, or any right of a Homeowner pursuant to a valid Purchase Agreement authorized by this Agreement. Section 8.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to the HRA is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the HRA or the Buyer to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article VIII. Section 8.5. No Additional Waiver Implied by One Waiver. In the event of the occurrence of any Event of Default by either party, which Event of Default is thereafter waived by the other party, such waiver shall be limited to the particular Event of Default so waived and shall not be deemed to waive any other concurrent, previous or subsequent Event of Default. ARTICLE IX. ADDITIONAL PROVISIONS Section 9.1. Conflict of Interests; Representatives Not Individually Liable. No HRA officer who is authorized to take part in any manner in making this Agreement in his or her official capacity shall voluntarily have a personal financial interest in this Agreement or benefit financially there from. No member, official, or employee of the HRA shall be personally liable to the Buyer, or any successor in interest, for any Event of Default by the HRA or for any amount which may become due to the Buyer or successor or on any obligations under the terms of this Agreement. Section 9.2. Non-Discrimination. The provisions of Minnesota Statutes Section 181.59, which relate to civil rights and non-discrimination, and any affirmative action program of the City shall be considered a part of this Agreement and binding on the Buyer as though fully set forth herein. Section 9.3. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is sent by mail, postage prepared, return receipt requested or delivered personally: 410567v1 JAE RC125-65 10 (a) As to the HRA: Richfield HRA Executive Director 6700 Portland Avenue South Richfield,MN 55423 (b) As to the Buyer: Jon Pues 8731 20th Ave S Bloomington, MN 55425 or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section 9.3. Section 9.4 Counterparts. This Agreement may be simultaneously executed in any number of counterparts, all of which shall constitute one and the same instrument. Section 9.5. Extensions. Any extension to the Closing Date and/or extension to Construction Completion Date that exceeds 6 months from the date agreed to in Section 3.7 and 4.3, respectively, must be approved by the HRA Board. HRA staff is authorized to extend the Closing Date to a date less than 6 months from the Closing Date agreed to in Section 3.7 and extend the Construction Completion Date to a date less than 6 months from the Construction Completion Date agreed to in Section 4.3. 410567v1 JAE RC 125-65 1 1 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written. THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD,MINNESOTA By Its Chairperson By Its Executive Director STATE OF MINNESOTA ) ) SS COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 20 , by , the Chairperson of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, a public body corporate and politic under the laws of Minnesota, on behalf of the authority. Notary Public STATE OF MINNESOTA ) ) SS COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 20 , by , the Executive Director of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, a public body corporate and politic under the laws of Minnesota, on behalf of the authority. Notary Public 410567v1 JAE RC125-65 12 EXHIBIT A FORM OF CERTIFICATE OF COMPLETION The undersigned hereby certifies that , has fully and completely complied with its obligations under that document entitled "Contract for Private Development", between the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota and , dated , filed as Document No. with respect to the construction of the approved construction plans at , legally described as and is released and forever discharged from its obligations under such Contract. DATED: THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY RICHFIELD By: Its: Chairperson By: Its: Executive Director STATE OF MINNESOTA ) SS COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 20_, by and the Chairperson and Executive Director of the Housing and Redevelopment Authority in and for the City of Richfield, a public body corporate and politic under the laws of the State of Minnesota on behalf of the public body corporate and politic. Notary Public This instrument was drafted by: Kennedy& Graven, Chartered 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis,MN 55402 (612) 337-9300 A-1 410567v1 JAE RC125-65 r EXHIBIT B RICHFIELD REDISCOVERED PROGRAM GUIDELINES LOT SALE PROGRAM REVISED:April 23,2013 B-1 410567v1 JAE RC125-65 PROGRAM OBJECTIVES 3 DEFINITIONS 3 PROGRAM BASICS 3 APPLICATION.REQUIREMENTS 4 ADDITIONAL REQUIREMENTS 5 HOUSE DESIGN AND SITE DEVELOPMENT REQUIREMENTS 5 New House Standards 6 Site Standards 6 Construction Requirements 6 General Standards 7 Green Community Concepts 8 CITY REVIEW PROCEDURE 8 LOT SALE TO BUILDER/BUYER 9 PROGRAM MARKETING 9 DATA PRIVACY 9 B-2 410567v1 JAE RC125-65 This document has been developed as a guidance tool for program administration. It should not be interpreted as constituting any contractual agreement or liability by the City or Housing and Redevelopment Authority(HRA). The HRA may modify or divert from the guidelines where it deems appropriate. I.Program Objectives 1. To remove substandard, functionally obsolete housing on scattered sites throughout the City and replace with new, higher-valued housing. 2. To eliminate the blighting influence of substandard housing, thus improving residential neighborhoods. 3. To alleviate the shortage of housing choices for families. 4. To facilitate the construction of larger three- to four-bedroom, owner-occupied homes designed for families. 5. To facilitate the construction of multi-unit, owner-occupied homes designed to expand family opportunities or to serve elderly residents. These objectives will be achieved through the sale of lots by the Housing and Redevelopment Authority to Builder/Buyer teams for the development of newly constructed homes. II.Definitions Applicant: An individual who submits an application for a Richfield Rediscovered lot. The Applicant may be a Builder or the end Buyer. If the Applicant is a Builder, an end Buyer should be identified. If the Applicant is the Buyer, the Applicant must submit a signed contract between the Builder and the Buyer to build a home on the lot identified in the application. Buyer.An individual(s)who will build, own and occupy a new housing unit in Richfield. The Buyer will occupy the property and not offer it for rent. The Buyer may not also function as the Builder on a Richfield Rediscovered project. The Buyer and Builder must be unrelated separate legal entities. A speculative project by a Buyer may be considered if all other program requirements can be met. However, neither the Buyer, the Buyer's Builder or Builder's subcontractors, or the Builder's realty agents may occupy or purchase the property. Buyers, unless licensed in the trade specified, may not put any sweat equity into the construction of the foundation, wall/roof framing, shingling, exterior work, electrical/plumbing/HVAC systems or interior carpentry. Builder. Contractor who has signed a contract with the Buyer to build a home on the lot identified in the application. Contract for Private Development A contract between the HRA and the Builder or Buyer that establishes the conditions under which the lot will be sold and the proposed house will be developed. Green Community Concepts Plan: A written plan indicating how the proposed development will incorporate green building features and concepts. Priority will be given to projects that incorporate green building features. HRA: Housing and Redevelopment Authority in and for the City of Richfield. Lot List: A listing of available lots for sale. Information regarding the lot location, size and sale price is provided. III.Program Basics 1. HRA publishes a list of available vacant lots for purchase including sale price and development criteria. B-3 410567v1 JAE RCI25-65 2. Builder/Buyer team proposes a plan for a lot consistent with development criteria and program requirements and makes an offer to purchase. 3. HRA approves lot sale. 4. Lot is sold to Builder or Buyer. 5. Builder constructs new home. 6. Projects must be completed within one year of HRA approval of the project. IV.Application Requirements The following must be submitted for application to the program: 1. $525 application fee An application fee must be paid at the time of application. This fee is non-refundable and is not part of the lot price. 2. Application Form 3. Blueprints The layout of all levels, including basement and unfinished space, must be provided. 4. Elevations Elevations of all four sides of the house, including view of garage shall be provided. Colored renderings may also be required. 5. Site plan The site plan shall indicate the location of the new house,walkways and garage. 6. Landscaping plan A landscaping plan must indicate the location and type of trees, shrubbery, flowers and landscaping materials (e.g. rocks, mulch)and any existing trees to be preserved. 7. Detail of construction materials to be used on the project. 8. Green Community Concepts Plan The plan should indicate what Green Community Concepts will be incorporated into the project. 9. Construction timeline Construction must be completed with one year of the purchase of the property. 10. Signed contract with Builder 11. Purchase agreement If the Builder plans to purchase the lot, the application must include a valid purchase agreement between the Buyer and the Builder for the lot to be developed. 12. Financial capability statement A statement from a financial institution indicating willingness to provide sufficient construction capital to complete the project must be provided. 13. Builder References a. Five previous customers b. Three major suppliers, one being the construction supplier c. Building inspectors from two cities where the Builder has constructed new housing within the past three years 14. Proof of Builder's Comprehensive General Liability with Property Damage Protection. B-4 410567v1 JAE RC125-65 15. Proof of sufficient worker's compensation insurance coverage by the Builder. 16. Written warranty program To be provided to the Buyer, which guarantees at a minimum, warranted repairs as required by Minnesota State Statute. V.Additional Program Requirements 1. The Applicant is expected to meet with an architectural/design consultant prior to submitting an application. A two-hour consultation is available through the HRA at a cost of$25 to the applicant. See the City's website (www.cityofrichfield.orq) for more information. This requirement may be waived if the applicant is using an architect for the project. 2. The site will be sold to the Builder or Buyer at the fair market value as appears on the Lot List. The HRA will not accept offers for less than the established sale price. 3. A Contract for Private Development is signed by the HRA and the Builder or the Buyer. The Contract is a standard form which includes conditions for acquisition and development of the property. The Contract will also establish a minimum required end-value for the property based on construction estimates provided by the applicant. The Builder or Buyer will be expected to agree to the terms of the Contract before the application can be scheduled on the HRA agenda. 4. All lots will have a required minimum end value that will be established in the Contract for Private Redevelopment. 5. The lot can be sold to either the Builder or the Buyer. If the lot is sold to the Builder, the Builder will pay cash for the lot at closing and submit a Letter of Credit or cash escrow for$10,000. The Letter of Credit must be from a financial institution incorporated in the Twin Cities metropolitan area. The cash escrow will be held in a non-interest bearing account. The Letter of Credit or cash escrow will be released once the construction and landscape work are completed and a final Certificate of Occupancy is issued. 6. If the lot is sold to the Builder and the Builder fails to complete construction as approved by the HRA, the Letter of Credit or cash escrow may be drawn upon by the HRA. In addition, the Contract for Private Development will contain a reverter provision, which will enable the HRA to reclaim ownership of the property in the event of a default in the Contract. In the event that the Builder fails to complete construction, the HRA may exercise its rights under the reverter provision, as well as draw upon the Letter of Credit or cash escrow. 7. If the lot is sold to the Buyer,the Buyer will pay cash for the lot at closing and a $10,000 mortgage in favor of the HRA will be filed on the property. The mortgage will be in first position. The HRA may consider subordinating its interest in appropriate cases. 8. If the lot is sold to the Buyer and the Buyer fails to complete construction as approved by the HRA, the HRA may exercise its rights provided in the mortgage. VI.House Design and Site Development Requirements The development of all sites shall meet the development criteria listed below, as reviewed and approved by the HRA. To maximize the development of a given lot, the HRA reserves the right to explore all development options without obligating the HRA to support any specific proposal, idea or solicitation. Housing design is a critical element of the program. Siding materials, exterior façade presentation, roof, window, siding and building line variability, finished landscape, interior space function and use are all important issues of design to the HRA. The design requirements were created to ensure that the homes built on the HRA-sold lots blend in with the surrounding neighborhood and respond to the specific concerns of the HRA. B-5 410567v1 JAE RC125-65 -a5 All new houses built under the Richfield Rediscovered Program must meet the requirements of the City's Zoning Code and additional criteria, as listed in this document. A. New House Standards 1. New dwelling must be owner-occupied. 2. Three finished bedrooms are required. 3. Two finished bathrooms are required. 4. Two-car garage is required. 5. A full basement is required, unless the selected design results in a split-level or a garden-level type of basement. In the case of an "accessible" house, a basement may be omitted if it would otherwise prohibit accessible design elements. B. Site Standards 1. After construction, the site must be fully landscaped, including plantings around the foundation. The entire grounds shall be landscaped and be aesthetically pleasing in all seasons. Land forms and plant materials shall be used to define the site and blend neatly with adjoining properties. Specific lot line blending requirements may be required, as appropriate, for specific sites. At a minimum, the applicant must meet the "Landscaping and Screening Requirements" in the City's Zoning Code under Section 544.03, Subd. 4, General landscaping requirements and Subd. 5, Residential sites. The code is available on the City's website: http://www.ci.richfield.mn.us To the greatest extent possible, existing trees should be preserved. Any trees removed must be replaced (they do not have to be the same species or in the same location) and should be labeled on the required landscape plan. 2. Utility meters shall be screened from street view and locations must be specified on plans. 3. Site drainage should be accommodated on the site so that water is directed away from the new home and the neighboring properties. Neighboring properties must not be disturbed by the creation of drainage swales. Specific storm water management requirements may be required, as appropriate, including the addition of gutters or on-site management for specific sites. Construction and the finished structure must not have a detrimental impact on storm water drainage patterns in the neighborhood. 4. All air conditioning units must be located in the rear yard of the house, or as approved by the HRA. C. Construction Requirements 1. Existing trees identified on the landscape plan as being preserved, must be protected during construction. A tree wrap with board reinforcements shall be used on trees directly adjacent to active grading and construction areas. Damaged or destroyed trees must be replaced. 2. The construction site, neighboring properties and adjacent public streets shall be kept free of construction debris at all times. 3. No construction workers, construction equipment or construction material shall encroach upon neighboring properties. B-6 410567v 1 JAE RC 125-65 S°a,P 4. The property shall have a new sanitary service line installed to the City sanitary sewer main consisting of schedule 40 PVC or equivalent. If there is an existing 6"sewer stub at the property line, it must be lined with 4" schedule 40 PVC or equivalent to the City's sanitary main, and it must include a"donut"at the end with cement. The line must be televised after installation to ensure the following: 1. There are no obstructions in the line. 2. The PVC liner is not protruding into the City's sanitary sewer main line. D. Genera/ Standards 1. The value of the new home must meet or exceed the minimum value specified in the Contract for Private Redevelopment. 2. All homes in the Richfield Rediscovered Program must be stick-built or high-quality modular, new construction. 3. Exterior materials (siding, soffit, doors and windows) should be low-maintenance and durable. Brick, aluminum, vinyl and fiber cement siding are preferred. Natural cedar lap is acceptable if properly stained or painted. Hardboard panels or hardboard lap siding are prohibited. Roof valleys must have metal valleys and not be woven. 4. Unit height and mass of the new house shall be compatible with the scale of the surrounding homes in the neighborhood. 5. Plans must present a balanced and pleasing distribution of wall, door and window areas from all views. 6. The dominance of the garage door must be minimized through placement, architectural detail, door design and utilization and design of windows. Garages, where the garage door faces the street, shall not be located closer to the front lot line than the foremost facade of the principal building facing the front property line. Garage sidewalls that face the street should appear to contain habitable space. This can be accomplished by incorporating windows and other design elements into the garage wall that are in character with the remainder of the dwelling. For lots that have alley access, the garage should be oriented to access the alley. 7. All building plans must have been prepared in consultation with an architect or qualified draftsperson. All requirements by the Building Inspections Division must be met. 8. All Richfield Rediscovered houses must meet or exceed Minnesota Energy Code requirements. 9. All new homes shall be built to provide high quality sound insulation. Recommendations for sound insulation measures may be provided on a site-by-site basis. All construction must conform to current sound attenuation building standards for properties located within the 1996 65+and/or 2007 63-64 DNL contours. In cases where sound attenuation standards are required and an increase in costs can be documented, the HRA may consider a reduction in the price of the lot in an amount equal to 75 percent of the cost of sound attenuation measures up to a maximum of $7,500. 9. If a variance is required to construct the proposed development,the HRA may, at its sole discretion, choose to reject the application. 10. If the HRA accepts an application that needs a variance(s), sale of the property will be contingent upon the applicant obtaining the necessary variance(s). The Applicant is responsible for applying for the variance(s) at its own expense. The HRA, as owner of the property,will, however, cooperate with the application. B-7 410567v1 JAE RC125-65 E. Green Community Concepts Priority will be given to projects incorporating the green community concepts listed below. Any concepts the applicant would like considered during the application process should be explained in a written plan submitted with the application. A$5,000 rebate will be provided to the Applicant for projects that obtain certification through LEED for Homes, Minnesota GreenStar or Minnesota Green Communities. 1. Protect and conserve water and soil. To reduce water consumption, consider the use of water- conserving appliances, fixtures, and landscaping. Steps should be taken to minimize the loss of soil and sediment during construction and occupancy to reduce storm-water sediment and air pollution. 2. Minimize energy consumption. Reduce energy consumption by taking advantage of natural heating, cooling and day lighting, and by using energy-efficient appliances, equipment and lighting. 3. Enhance indoor environmental quality. Use non-toxic materials, ventilation and exhaust systems, and moisture control products and systems. 4. Use environmentally-preferable materials and resources. Use locally-produced, salvaged and/or manufactured materials, products with recycled content or from renewable sources, recyclable or reusable materials, and low-VOC-emitting materials. 5. Reduce waste. Reduce and manage wastes generated during the construction process and operation of buildings. If demolition occurs, sort and recycle leftover materials and debris. VII. City Review Procedure 1. Applicant reviews proposed project with HRA staff before plans are finalized. 2. Applicant submits application, plans, and application fee at least 45 days prior to the HRA meeting. 3. An application is considered to be received when delivered personally to HRA staff in a pre- arranged meeting. Following this meeting and upon receipt of the application fee, the lot will be considered reserved and no additional applications will be accepted for the proposed lot while the application is under review. 4. If an application is determined to be incomplete, the applicant will have 30 days to submit a complete application. If a complete application is not received within 30 days, the application will be rejected and the lot will be made available for new applications. 5. HRA staff review application to ensure conformance with House Design and Site Development Requirements. 6. HRA staff may reject or accept an application at its sole discretion. 7. The Builder or Buyer executes a Contract for Private Redevelopment. 8. An application is determined to be complete and the Contract executed at least three weeks prior to the HRA meeting. 9. HRA staff publishes a legal notice of the public hearing and prepares a report and recommendation for the HRA. 10. HRA reviews application, conducts a public hearing, and takes action at the HRA meeting. B-8 410567v1 JAE RC125-65 11. If approved,the Contract for Private Redevelopment is executed by the HRA. VIII. Lot Sale to Builder or Buyer 1. Upon approval of the application by the HRA, a closing will be scheduled between the HRA and the Builder or Buyer. 2. The HRA will prepare all statements, affidavits, documents, and general release forms required for closing. 3. The Builder applies for a building permit prior to closing. The Builder is responsible for acquiring the necessary building permits with the City of Richfield Building Inspections Division. If changes to the plans are required by the Inspections Division, the applicant must notify HRA staff. 4. The Applicant provides evidence to HRA staff that all requirements to proceed with construction, as determined in the Contract for Private Redevelopment, have been met. 5. The HRA conveys the property to the Builder or Buyer by Quit Claim Deed. The site will be sold to the Builder or Buyer at the fair market value as appears on the Lot List. 6. At closing with the Builder, the Builder provides a Letter of Credit or cash escrow for$10,000 to the HRA. 7. At closing with the Buyer, the Buyer signs a mortgage and promissory note for$10,000 in favor of the HRA. 8. Upon completion of the project, the Letter of Credit or cash escrow is released to the Builder or the Buyer's mortgage is released. A Certificate of Completion is executed by the HRA, releasing the obligations of the Contract for Private Redevelopment. IX.Program Marketing Richfield Rediscovered program marketing is entirely at the discretion of the HRA. It may include the following: 1. Buyer Solicitation. The HRA may market the program to potential Buyers through promotional articles, direct mail, the Internet, or other methods as deemed appropriate. Buyers may be any financially capable individual or household, including first-time buyers, move-up buyers or empty- nesters. 2. Public Promotion. a. The HRA will periodically provide information about the program through articles in city publications, on the City's web site, on the Community Cable channel, or via press releases to promote community awareness. b. A public open house may be held to provide an opportunity for residents and other interested parties to collectively view the finished homes. The Parade of Homes Fall Showcase and Spring Preview may also accomplish this. A program information package will be mailed to all interested participants. The information packet may include the following: 1. Lot List 2. Richfield Rediscovered Lot Sale Procedural Guidelines 3. Application Form 4. Sample Contract for Private Redevelopment X.Data Privacy All information secured through the program is subject to the Data Privacy Act. B-9 410567v1 JAE RC125-65 EXHIBIT C QUIT CLAIM DEED STATE DEED TAX DUE HEREON: $ Date: FOR VALUABLE CONSIDERATION, Housing and Redevelopment Authority in and for the City of Richfield, a public body corporate and politic under the laws of the State of Minnesota, Grantor, hereby conveys and quit claims to , Grantee, real property in Hennepin County, Minnesota, described as follows: , according to the map or plat thereof on file or of record in the office of the Hennepin County Recorder. This deed is subject to that certain Contract for Private Development between Grantor and Grantee, dated 20_ (the "Contract"), recorded , 20�, in the office of the Hennepin County Recorder/Registrar of Titles as Document No. . The Contract provides that the Grantee's rights and interest in the real property described above are subject to the Grantor's right to re-enter and revest in Grantor title to the Property under conditions specified therein, including but not limited to termination of the Grantor's right to re-enter and revest upon issuance of a Certificate of Completion as defined in the Agreement. (if more space is needed, continue on back) together with all hereditaments and appurtenances. ❑The Seller certifies that the seller does not know of any wells on the described real property. ❑A well disclosure certificate accompanies this document. ❑I am familiar with the property described in this instrument and I certify that the status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD Affix Deed Tax Stamp Here By Its Chairperson By Its Executive Director C-I 410567v1 JAE RC125-65 5, 9'0 STATE OF MINNESOTA } ss. COUNTY OF HENNEPIN The foregoing was acknowledged before me this day of , 20 , by the Chairperson of the Housing and Redevelopment Authority in and for the City of Richfield, a public body corporate and politic under the laws of Minnesota, on behalf of the corporation, Grantor. NOTARIAL STAMP OR SEAL(OR OTHER TITLE OR RAK) SIGNATURE OF PERSON TAKING ACKNOWLEDGMENT STATE OF MINNESOTA } ss. COUNTY OF HENNEPIN The foregoing was acknowledged before me this day of , 20_, by , the Executive Director, of Housing and Redevelopment Authority in and for the City of Richfield, a public body corporate and politic under the laws of the State of Minnesota, on behalf of the corporation, Grantor. SIGNATURE OF PERSON TAKING ACKNOWLEDGMENT NOTARIAL STAMP OR SEAL(OR OTHER TITLE OR RAK) Check here if part or all of the land is Registered(Torrens)0 Tax Statements for the real property described in this instrument should be sent to (include name and address of Grantee): This instrument drafted by: Kennedy& Graven, Chartered 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 C-2 410567v1 JAE RC125-65 573 I EXHIBIT D WELL DISCLOSURE ❑ The Seller certifies that the seller does not know of any wells on the described real property. ❑ A well disclosure certificate accompanies this document. [form attached] ❑ The status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate. D-1 410567v1 JAE RC125-65 Minnesota Department of Health Well Management Section P.Q.Box 64975 MDH St.Paul,Minnesota 55164-0975 6.51-201-4587 or 800-383-9808 U 971`.i i°hi;i i'77:I tlw;l w,n'.health.stalemn.us/dhs/eldxel1s WELL DISCLOSURE STATEMENT Prior to signing an agreement to sell or transfer real property,the seller must always disclose in writing(well disclosure statement)the location and status(well status defined below)of all wells on the property to the buyer. along with the legal description and county of the property.and a sketch map showing the location of each well or indicate there are no wells on the property. WELL DISCLOSURE CERTIFICATE A Well Disclosure Certificate is required to be filed when there are wells on the property. • At the time of closing,the well disclosure statement information,along with the property buyer's name and mailing address,must be provided on a Well Disclosure Certificate(WDC)form.When recording a deed or other instrument of conveyance requiring a Certificate of Real Estate Value(CRV),a completed WDC must be filed with the county recorder,including a$50 fee payable to the county recorder. • If there is a previously filed WDC and the number of wells and/or the well status has changed,a new WDC must be filed.You may search for previously filed WDCs at: www.health.state.mn.ns/dins/ehhvells/disclosures/disclaimer.html. • If the number and status of wells on the property remain unchanged since the previously filed WDC,a statement must be placed on the deed or other instrument of conveyance that reads "I am familiar with the property described in this instrument and I certify that the status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate."This statement must be certified by the buyer or seller and no WDC is required. If there are no wells on the property,a Well Disclosure Certificate is not required to be filed.However,the Seller must certify a statement on the deed or other instr tunent of conveyance that reads "The Seller certifies that the Seller does not know of any wells on the described real property." INSTRUCTIONS FOR COMPLETING THE WELL DISCLOSURE CERTIFICATE A$50 fee inust be included when submitting this form to the county recorder's office.The fee is to be paid by the buyer or person filing the deed.Please make the check payable to the County Recorder.A copy of this WDC should be provided to the property buyer at the time of closing. PROPERTY,BUYER,AND SELLER INFORMATION A. PROPERTY LOCATION LEGAL DESCRIPTION-Provide the county name:"uunplatted"a metes and bounds description(quartile[one quarter section is required]or government lot,section,township,and range munber):and/or"platted"(lot number and/or block number,and addition name):property street address(if applicable).and city(this is the physical location of the property not the mailing address);property ID number or parcel number(optional).Attach a complete legal description of the property. B. PROPERTY BUYER MAILING ADDRESS AFTER CLOSING-Provide the buyer's full name(or company name if buyer is a company),full address,and phone number,(including area code).Be sure to include a complete mailing address.If the property is jointly owned.provide the name and complete mailing address of the contact person. Seller's Name—Please provide the name of the seller in space provided(please print). F-2 410567v1 JAE RC125-65 , 3 C. CER't Ili ICATION BY SELLER-The seller(or designated representative)should sign this certificate before it is submitted to the county recorder's office.If the seller is unable to sign the document,the buyer(or designated representative)may sign the certificate before it is submitted to the county recorder's office. D. CERTIFICATION BY BUYER-If the seller is unable to sign the document,the buyer(or designated representative)may sign the certificate before it is submitted to the county recorder's office.Where deeds are given in fiulfiliment of a Contract for Deed the W'DC must be signed by the buyer or the person authorized to act on behalf of the buyer. Signature Required-There must be at least one signature on the certificate, WELL INFORMATION E. WELL LOCATION LEGAL DESCRIPTION-For each well being disclosed the following physical location information is required: • county name,quartile(one quarter section is required),section,township,and range number;and/or • county name.government lot,section,township.and range number:and/or • county name.lot number undror block ntmnber,and addition name WELL STATUS INFOR4IATION-Indicate the status of each well.Check only one box. In Use-A well is"in use"if the well is operated on a daily,regular.or seasonal basis.A well"in use"includes a well that operates for the puipose of irrigation,fire protection.or emergency pumping. Not In Use-A well is"not in use"if the well does not meet the definition of—in use"above and has not been sealed by a licensed well contractor. • If the well is"not in use,"is there a Minnesota Department of Health(MDH)variance for this well?Please provide the variance tracking number(TN).if known. • lithe well is"not in use,"is there an MDH maintenance permit for this well?Please provide the permit number. if known. Sealed-A well is"sealed"if a Iicensed well contractor has completely filled a well by pumping grout material throughout the entire well after removal of any obstructions from the well.A Well and Boring Sealing Record must be on file with the MDH.Contact the MDH to verify if a sealing record is on file.A well is"capped"if it has a metal or plastic cap or cover which is threaded,bolted,or welded onto the top of the well to prevent entry into the well. A"capped"well is not a"sealed"well. Important Well Status Information: • The MDH will follow-up with the property buyer regarding any wells disclosed as"not in use"If a well is"not in use."the property owner must either return the well to"in use."have the well"sealed"by a licensed well contractor,or obtain an annual maintenance permit from the MDH for$175. • Maintenance permits are not transferable.If a well is"in use,"a maintenance permit is not required. • If the well has been"sealed"by someone other than a licensed well contractor or a licensed well sealing contractor,check the well status as"not in use." Additional Well Information-Provide the following information,if known: Minnesota Unique Well Number or Sealing Record Number.date of well construction or sealing.and name of licensed well contractor. SKETCH MAP-Complete the sketch map as instructed on the WDC.The location of each well must be indicated. If the location of a well is not known,have the well located by a person qualified to locate wells,such as a licensed well contractor. If you have questions.please contact the IvIDH Well Management Section at 651-201-4587 or 800-383-9808. To request this document in another format.call 651-201-4600.Deaf and hard-of-hearing: TTY 651-201-5797. Visit the MDH Well Management Section,Well Disclosure Program website at: mew.health.state.mn.us/divslehlwells/disclosures. F-3 4I0567v1 JAE RC125-65 • 5-3�1 COUNTY USE ONLY MOH USE ONLY MINNESOTA DEPARTMENT OF HEALTH Well Management Section,P.O.Box 64975.St.Paul,Minnesota 55164-0975 651-201-4587 or 800-383-9808 WELL DISCLOSUR2E CERTIFICATE PT EASE TYPE OR PRINT ALL IM'ORNATION Person filing deed must include a$50 fee payable to the county recorder. A. PROPERTY LOCATION LEGAL DESCRIPTION Attach a legal description of the property. County Section No. 4 Township No. Range No. Quarter(or Government Lot) Hennepin Lot No(s). Block No_ Addition Name Outlot Tract Property Street Address City/Township ZIP Code Property ID No.lParcel No.(optional) Richfield 55423 B. PROPERTY BUYER MAILING ADDRESS AFTER CLOSING First Name Middle Initial Last Name Company Name(if applicable) Mailing Address Mailing Address City State/Province ZIP Code Telephone No.(including area code) Protide Name of seller(please print) Housing and Redevelopment Authority in and for the City of Richfield C. CERTIFICATION BY SELLER I certify that the information provided on this certificate is accurate and complete to the best of my knowledge. Signature of Seller or Designated Representative of Seller Date D. CERTIFICATION BY BUYER For fulfillment of a contract for deed,the buyer or person authorized to act on behalf of the buyer,trust sign a Well Disclosure Certificate if there is a well on the property. In the absence of a seller's signature,the buyer,or person authorized to act on behalf of the buyer may sign this Well Disclosure Certificate.No signature is required by the buyer if the seller has signed above. Based on disclosure information provided to me by the seller or other available information,I certify that the information on this certificate is accurate and complete to the best of my knowledge. Signature of Buyer or Designated Representative of Buyer Date LMPORTANT NOTE: The Minnesota Department of Health(MDH)will follow-up with the property buyer regarding any wells disclosed as not in use.If a well is not in use,the property owner must either return the well to use,have the well sealed by a licensed well contractor,or obtain an annual maintenance permit from the MDH for$175.A copy of this Well Disclosure Certificate should be provided to the property buyer at the time of closing. F-4 410567v1 JAE RC125-65 • 1171111:11W1 MINNESOTA DEPARTMENT OF HEALTH M T)H WELL DISCLOSURE CERTIFICATE Indicate Total Number of PLEASE TYPE OR PRINT ALL INFORMATION Indicate on Property 011.111 1CU717iUa Fill out a separate well information page if more than two wells are located on the property, E. WELL LOCATION LEGAL DESCRIPTION WELL#1—If the property legal description has more than one section.township.or range number;quarter(or government lot);or lot or block number;provide specific legal description information regarding the physical location of this well. County Section No. Township No. Range No. Quarter(or Government Lot) Hennepin Lot No. Block No. Addition Name Outlot Tract MN Unique Well No.or Sealing Record No. WELL STATUS(Check only one box) Date of Well Construction or WELL IS: ❑ In Use(1) ❑ Not in Use(2) ❑ Sealed by Licensed Well Contractor(3)* Sealing `Call?11DH to verify sealing record is on file. Name of Licensed Well Contractor If the well has been sealed by someone other than a licensed well contractor or a licensed well sealing contractor,check the well status as not in use. Also see"IMPORTANT NOTE'on page 1. If well is not in use,is there an MDH variance for this well? If the well is not in use,is there an MDH maintenance permit for El Yes ❑ No this well? ❑ Yes ❑ No If yes,provide the variance tracking number(IN) If yes,provide the permit number WELL ti2-If the property legal description has more than one section,township.or range number;quarter(or government lot);or lot or block number;provide specific legal description information regarding the physical location of this well. County Section No. Township No. Range No. Quarter(or Government Lot) Lot No. Block No. Addition Name Outlot Tract MN Unique Well No.or Sealing Record No. WELL STATUS(Check only one box) Date of Well Construction or WELL IS: ❑ In Use(1) ❑ Not in Use(2) ❑ Sealed by-Licensed Well Contractor(3)* Sealing *Call MDH to verify sealing record is on file. Name of Licensed Well Contractor If the well has been sealed by someone other than a licensed well contractor or a licensed well sealing contractor,check the well status as not in use. Also see"IMPORTANT NOTE'on page 1. If well is not in use,is there an MDH variance for this well? If the well is not in use,is there an MDH maintenance permit for ❑ Yes ❑ No this well? ❑ Yes ❑ No If yes,provide the variance tracking number(TN) If yes,provide the permit number SKETCH MAP—Sketch the location of the well(s)and include estimated distances from roads,streets,and buildings.If more than one well on property,use the well location number above to identify each well.The location of the well(s)mutt be provided.If the location of a well is not known,have the well located by a person qualified to locate wells,such as a licensed well contractor. • Information provided on this form is classified as public information under Minnesota Statutes,Chapter 13. To request this document in another format.call 651-201-4600.Deaf and hard-of-hearing: TTY 651-201-5797. Visit the MDH Well Management Section,Well Disclosure Program website at: sww,health.state.mn,uvdius/e u/wejls/dfsclaruner. HE-01387-12 IC#140-0385 origs\well disclosure certificate-instructions 712112011R F-5 410567v1 JAE RC125-65 Signature Page of Buyer to Contract for Private Development 1 )%A [BUYER] A . , y�� STATE OF MINNESOTA ) SS COUNTY OF K-o ) he foregoing instrument was acknowledged before me this 30 day of -......)t,..k 1 20 l'2) , by - A A/tire ? t1f Sd- KCA.4h Ifiv Cr/cr•CfS [insert marital status]. W k►s h— ►01A-4 S , to v.S4)c.,.pn d t,..,, --i.._ MARY KAY DICK Notary Public . 1 ff NOTARY PUBLIC-MINNESOTA A. - My Commission Expires Jen.31,2015 ,l v"' 13 410567v1 JAE RC125-65 6808 14th Avenue South _L.. . . .,wi-,,:-4,',.7-,7-7;‘,...,:---J77.774,7*--:.k ---::>... ,,....,,_:-,,..•%,.., 7.,, ...-7,--,:_ ,,,-, ., --- 1-; ', fr ' '*:k.,.._ - -7':Z`-:‘•..ikt' * --------- k k ' • ' ''''. , •,-,*tt-. '',*4 iir ' 4''.-r, . :"T ' -,t- .--, - t.. . P1, 'T F albms. . aAbile—.• ,. s,..,, Vok- ... k . . r 111 _ I 1 \.. -..... . ., !I...SA' "' - '•11 `N a ,. ‘ 'N, k * 44 v ir - .,..,- .. W . - • tMekers,0*.....-N.i.g.*** '''4.,WilitittV*''•Iii,retkC4.iiop.;;;414,441441;4141.Sks," 4614,. I AGENDA ITEM#: 6 REPORT#: 44 STAFF REPORT RICHFIELD HOUSING AND REDEVELOPMENT AUTHORITY MEETING AUGUST 19, 2013 REPORT PREPARED BY: CHRIS REGIS,FINANCE MANAGER NAME,TITLE REPORT PRESENTER: CHRIS REGIS,FINANCE MANAGER NAME,TI A DEPARTMENT DIRECTOR REVIEW: / 411167 4.‘ REVIEWED BY EXECUTIVE DIRECTOR: Elie/ ITEM FOR HRA CONSIDERATION: Consideration of resolutions approving proposed property tax levy for payable 2014 for certification to Hennepin County I. RECOMMENDED ACTION: By Motion: Adopt the attached resolutions approving the 2014 Proposed Housing and Redevelopment Authority Budget and Tax Levy and 2013 Revised Housing and Redevelopment Authority Budget. II. EXECUTIVE SUMMARY The bylaws of the Richfield Housing and Redevelopment Authority (HRA) require that an annual budget be submitted to the HRA Commissioners for approval. Accordingly, the 2014 Proposed Budget and Tax Levy and 2013 Revised Budget are presented for approval. In addition, Minnesota State Statutes require adoption of a preliminary tax levy from each taxing authority. The proposed tax levy must be certified to the Hennepin County Auditor by September 15, 2013. Any amendments to the proposed budget, which would increase the property tax levy, must be made prior to September 15, 2013. No increases in the tax levy are permissible after that date, only reductions. Final certification of the HRA tax levy is part of the City's budget process. The tax levy as proposed is the maximum levy established by law and represents a 3.24% increase from the previous year's levy. III. BASIS OF RECOMMENDATION A. BACKGROUND • N/A B. POLICY • Minnesota Statutes require adoption of a preliminary levy from each taxing authority. • The budget and accompanying proposed levy for 2014 are ready for consideration. • Even though a public hearing for the HRA tax levy is not required by State Statute, this does not preclude the HRA from opening this item up for public discussion if the HRA desires to do so. C. CRITICAL TIMING ISSUES • As required by State Statutes, each taxing authority must certify its proposed tax levy for the payable year 2014 to the County Auditor on or before September 15, 2013. D. FINANCIAL • The Proposed 2014 HRA levy represents a 3.24% increase from the previous year's levy. • The levy as proposed is for the maximum levy established by law of the .0185% of the City's total taxable market value net of the market value exclusion. E. LEGAL • N/A IV. ALTERNATIVE RECOMMENDATIONS) • The HRA could adopt a preliminary levy less than the one proposed herein. However, that would not provide for programs that are recommended in the 2014 Proposed/2013 Revised budget. V. ATTACHMENTS • Resolution Approving Proposed 2014 Housing and Redevelopment Authority Budget and Certifying the 2014 Tax Levy • Resolution Authorizing Revision of the 2013 Budget of the Housing and Redevelopment Authority of Richfield VI. PRINCIPAL PARTIES EXPECTED AT MEETING • N/A 10- I HRA RESOLUTION NO. RESOLUTION APPROVING PROPOSED 2014 HOUSING AND REDEVELOPMENT AUTHORITY BUDGET AND CERTIFYING THE 2014 TAX LEVY BE IT RESOLVED by the Housing and Redevelopment Authority of the City of Richfield, Minnesota as follows: Section 1. The budget for the Housing and Redevelopment Authority General Fund of Richfield for the year 2014 in the amount of $461,080 is hereby ratified. Section 2. The estimated gross revenue of the Housing and Redevelopment Authority General Fund of Richfield from all sources, including general ad valorem tax levies as hereinafter set forth for the year 2014, and as the same are more fully detailed in the Executive Director's official copy of the budget for the year 2014, in the amount of$466,990 is hereby approved. Section 3. There is hereby levied upon all taxable property in the City of Richfield an ad valorem tax in 2013, payable in 2014 for the following purposes: Housing and Redevelopment Authority $471,424 Section 4. A certified copy of this resolution shall be transmitted to the County Auditor. Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota this 19th day of August, 2013. Suzanne M. Sandahl, Chair ATTEST: Doris Rubenstein, Secretary a HRA RESOLUTION NO. RESOLUTION AUTHORIZING REVISION OF THE 2013 BUDGET OF THE HOUSING AND REDEVELOPMENT AUTHORITY OF RICHFIELD WHEREAS, Resolution No. 1128 appropriated funds for personal services and other expenses and capital outlay for the Housing and Redevelopment Authority for the year 2013, and WHEREAS, The Executive Director has requested a revision of the 2013 budget as detailed in the 2014 budget document. NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment Authority of Richfield, Minnesota as follows: Section 1. That the 2013 appropriation for the Housing and Redevelopment Authority General Fund is revised as follows: $35,640 decrease Section 2. Estimated 2013 gross revenue of the Housing and Redevelopment Authority General Fund from all sources, as the same is more fully detailed in the Executive Director's official copy of the 2014 budget document, are hereby revised as follows: $26,700 increase Section 3. That the Executive Director bring into effect the provisions of this resolution. Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota this 19th day of August, 2013. Suzanne M. Sandahl, Chair ATTEST: Doris Rubenstein, Secretary