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02-16-2021 HRA Complete AgendaR E G U L AR H O U S IN G AN D R E D E V E LO P ME N T AU T H O R IT Y MEET IN G V IR T U AL ME E TIN G H EL D V IA W E B E X F E B R U ARY 16, 2021 7:00 P M C all to Order A ttendance Roll C all Open F orum: Opportunity to address the H RA on items not on the A genda; dial 612-861-0651. Approval of the Minutes P R E S E N TATIO N S 1.Housing and Redevelopment A uthority and E conomic D evelopment A uthori ty 2020 Year In Review AG E N D A AP P R O VAL 2.A pproval of the A genda 3.Consent C alendar contains several separate items which are acted upon by the H R A in one motion. Once the Consent Calendar has been approved, the individual items and recommended actions have also been approved. No further H R A action on these items is necessary. However, any H R A Commissioner may request that an item be removed from the Consent Calendar and placed on the regular agenda for H R A discussion and action. All items listed on the Consent Calendar are recommended for approval. A .C onsi der a resolution approving temporary construction easements with the Metropolitan C ouncil over property located at 6613-25 P ortland Avenue. S taff Report No. 8 B .C onsi deration of the adoption of a resolution approving several documents and authorizations relating to the construction financing for the C edar P oi nt II apartments. S taff Report No. 9 4.C onsideration of items, if any, removed from C onsent C alendar O T H E R B U SIN E S S 5.C onsider a request for a deferred loan settlement in the amount of $3,000 to satisfy a deferred loan issued to C lare Zweber at 6905 X erxes Avenue S outh. S taff Report No. 10 H R A D IS C U S S IO N IT E MS 6.H R A D iscussion Items E X E C U T IV E D IR EC TO R R E P O R T 7.E xecutive D i rector's Report C L AIMS 8.C laims 9.A djournment Auxiliary aids for individuals with disabilities are available upon request. R equests must be made at least 96 hours in advance to the C ity Clerk at 612-861-9738. HOUSING AND REDEVELOPMENT AUTHORITY MEETING MINUTES Richfield, Minnesota Regular Meeting January 19, 2021 CALL TO ORDER The meeting was called to order by Chair Supple at 7:00 p.m. via Webex. HRA Members Mary Supple, Chair; Maria Regan Gonzalez; Sue Sandahl; Pat Elliott and Present: Erin Vrieze Daniels. HRA Members None Absent: Staff Present: John Stark, Executive Director; Melissa Poehlman, Assistant Community Development Director; Julie Urban, Housing Manager; and LaTonia DuBois, Administrative Assistant. Others Present: Rebecca Kurtz, Ehlers; Paul Lynch, PLH & Associates; Charlie Bird, PLH & Associates. CONSIDERATION OF THE ELECTION OF OFFICERS AND DESIGNATION OF ASSISTANT TO THE SECRETARY FOR THE RICHFIELD HOUSING AND REDEVELOPMENT AUTHORITY FOR 2021. (S.R. NO. 1) Chair Supple opened nominations. M/Sandahl, S/Vrieze Daniels to elect Mary Supple as Chairperson. Motion carried 5-0 M/Elliott, S/Regan Gonzalez to elect Erin Vrieze Daniels as Vice Chair. Motion carried 5-0 M/Sandahl, S/Elliott to elect Maria Regan Gonzales as Secretary. Motion carried 5-0 M/Supple, S/Elliott to elect LaTonia DuBois to serve as Assistant to the Secretary. Motion carried 5-0 HRA Meeting Minutes -2- January 19, 2021 OPEN FORUM Administrative Assistant DuBois provided instructions to call in for the open forum. No Callers. APPROVAL OF THE MINUTES M/Sandahl, S/Regan Gonzalez to approve the minutes of the regular Housing and Redevelopment Authority meeting of December 21, 2020. Item #1 APPROVAL OF THE AGENDA M/Sandahl, S/Elliott to approve the agenda. Motion carried 5-0 Item #2 CONSENT CALENDAR Executive Director Stark presented the Consent Calendar: A. Consideration of resolutions designating official depositories for the Housing and Redevelopment Authority for 2021, including the approval of collateral. (S.R. No. 2) RESOLUTION NO. 1383 RESOLUTION DESIGNATING CERTAIN FINANCIAL INSTITUTIONS AS DEPOSITORIES FOR THE INVESTMENT OF HOUSING AND REDEVELOPMENT AUTHORITY OF RICHFIELD FUNDS IN 2021 RESOLUTION NO. 1384 RESOLUTION DESIGNATING CERTAIN SAVING AND LOAN ASSOCIATIONS, BANKS AND CREDIT UNIONS AS DEPOSITORIES FOR THE INVESTMENT OF HOUSING AND REDEVELOPMENT AUTHORITY OF RICHFIELD FUNDS IN 2021 RESOLUTION NO. 1385 RESOLUTION DESIGNATING U.S. BANK A DEPOSITORY OF FUNDS OF THE HRA OF RICHFIELD FOR THE YEAR 2021 B. Consideration of a resolution approving up to $13,500 in financial assistance for the West Hennepin Affordable Housing Land Trust to mitigate hazardous materials at 7132 Columbus Avenue South under the New Home Program. (S.R. No. 3) HRA Meeting Minutes -3- January 19, 2021 M/Regan Gonzalez, S/Sandahl to approve the Consent Calendar. Motion Carried 5-0 Item #3 CONSIDERATION OF ITEMS, IF ANY, REMOVED FROM THE CONSENT CALENDAR None. Item #4 CONSIDERATION OF THE ADOPTION OF RESOLUTIONS REGARDING THE MODIFICATION OF THE REDEVELOPMENT PLAN FOR THE REICHFIELD REDEVELOPMENT PROJECT AREA, THE ESTABLISHMENT OF 2020-2 TAX INCREMENT FINANCING DISTRICT: EMI, AND ESTABLISHMENT OF AN INTERFUND LOAN FOR ADVANCE OF CERTAIN COSTS IN CONNECTION WITH THE 2020-2 TAX INCREMENT FINANCE DISTRICT: EMI. (S.R. NO. 4) Assistant Community Development Director Poehlman presented Staff Report No. 4. Commissioner Sandahl inquired about the meaning of EMI. Paul Lynch, explained the EMI is his daughter’s nickname and the project is named after her. M/Regan Gonzalez, S/Sandahl to adopt a resolution modifying the Redevelopment Plan for the Richfield Redevelopment Project Area, establishing a Tax Increment Finance District No. 2020-2: EMI therein, and adopting the Tax Increment Financing Plan therefor; and to adopt a resolution authorizing an internal loan for advance of certain costs in connection with the 2020-2 Tax Increment Finance District: Emi. RESOLUTION NO. 1388 RESOLUTION APPROVING A MODIFICATION TO THE REDEVELOPMENT PLAN FOR THE RICHFIELD REDEVELOPMENT PROJECT; AN D APPROVING A TAX INCREMENT FINANCING PLAN FOR THE 2020-2 TAX INCREMENT FINANCE DISTRICT: EMI RESOLUTION NO. 1387 RESOLUTION AUTHORIZING INTERNAL LOAN FOR ADVANCE OF CERTAIN COSTS IN CONNECTION WITH THE 2020-2 TAX INCREMENT FINANCE DISTRICT: EMI Motion Carried 5-0 Item #5 CONSIDERATION OF THE ADOPTION OF A RESOLUTION APPROVING A CONTRACT FOR PRIVATE DEVELOPMENT WITH PLH & ASSOCIATES – 6605 1ST, LLC AND AUTHORIZING THE ISSUANCE OF A TAX INCREMENT LIMITED REVENUE NOTE RELATED TO THE CONSTRUCTION OF A 42 UNIT MIXED USE PROJECT AT 101 66TH STREET EAST. (S.R. NO. 5) HRA Meeting Minutes -4- January 19, 2021 Assistant Community Development Director presented Staff Report 5. Commissioner Vreize Daniels stated she was happy to see the project moving forward and thanked those who worked on the project. Chair Supple inquired about unit size. Assistant Community Development Director explained a two bedroom could be substituted for any other specified units, except the ADA unit. M/Regan Gonzalez, S/Vrieze Daniels to approve a resolution approving a Contract for Private Development with PLH & Associates – 6605 1st, LLC and authorizing the issuance of a Tax Increment Limited Revenue Note. RESOLUTION NO. 1386 RESOLUTION APPROVING CONTRACT FOR PRIVATE DEVELOPMENT WITH PLH & ASSOCIATES – 6605 1ST, LLC AND AUTHORIZING THE ISSUANCE OF A TAX INCREMENT LIMITED REVENUE NOTE Motion carried 5-0 Item #6 DESIGNATION OF COMMUNITY DEVELOPMENT DIRECTOR JOHN STARK AS THE EXECUTIVE DIRECTOR OF THE RICHFIELD HOUSING AND REDEVELOPMENT AUTHORITY FOR 2021. (S.R. NO.6) Executive Director Stark presented Staff Report 6. Commissioner Sandahl expressed support for Executive Director Stark. Commissioner Regan Gonzalez thanked Executive Director and Staff for innovative programs for the community. Chair Supple echoed statements of Commissioner Regan Gonzalez. M/Sandahl, S/Elliott to designate of Community Development Director John Stark as the Housing and Redevelopment Authority Executive Director until the first regular meeting is conducted by the HRA in 2022. Motion carried 5-0 Item #7 CONSIDERATION OF AN AUTHORIZATION OF THE EXECUTIVE DIRECTOR TO AMEND THE PROFESSIONAL SERVICES AGREEMENT WITH VOLUNTEERS ENLISTED TO ASSIST PEOPLE FOR PROVIDING EMERGENCY RENT ASSISTANCE, AS THE NEED ARISES. (S.R. NO. 7) Housing Manager Urban presented Staff Report No. 7. HRA Meeting Minutes -5- January 19, 2021 Executive Director Stark explained that the City Manager has committed to the HRA that the City would reimburse the HRA up to $25,000 if the HRA expends the entire $125,000. Commissioner Regan Gonzalez mentioned concerns regarding the lifting of the eviction moratorium and spoke of the need to advocate at the state level with VEAP and other partners and the desire to keep this discussion item open going forward. Inquired about communication kinks that residents experienced previously while trying to access funding. Housing Manager Urban provided updates regarding housing groups at the state level as well as improvements VEAP has made by hiring more staff, including bi-lingual staff. Mentioned there are wait times and to call VEAP. Commissioner Vrieze Daniels inquired about how much money is currently in the Capital Improvement Fund. Executive Director Stark explained. Chair Supple inquired about homeowner mortgage forbearance discussion with the governor. Housing Manager Urban explained. M/Vrieze Daniels, S/Regan Gonzalez to authorize the Executive Director to amend the Professional Services Agreement with Volunteers Enlisted to Assist People, as needed, up to $125,000. Motion carried 5-0 Item #8 HRA DISCUSSION ITEMS Commissioner Sandahl inquired about a study being done with the American Legion site. Executive Director Stark explained that the study is beginning now. Assistant Community Development Director Poehlman spoke of steps being taken for the study. Commissioner Elliott shared this would be his last HRA meeting, expressed his gratitude for working with staff and other commissioners. Chair Supple, Commissioner Vrieze Daniels, Commissioner Regan Gonzalez and Commissioner Sandahl thanked Commissioner Elliott. Item #9 EXECUTIVE DIRECTOR REPORT Executive Director Stark provided an update on the recruiting process for the vacant HRA seat Commissioner Elliott leaves behind. Item #10 CLAIMS HRA Meeting Minutes -6- January 19, 2021 M/Sandahl, S/Vrieze Daniels that the following claims be approved: U.S. BANK 1/19/2021 Section 8 Checks: 132426-132510 $187,940.68 HRA Checks: 33939-33956 $84,437.21 TOTAL $263,377.89 Motion carried 5-0 Item #10 ADJOURNMENT The meeting was adjourned by unanimous consent at 7:44 p.m. Date Approved: February 16, 2021 Mary B. Supple HRA Chair LaTonia DuBois John Stark Administrative Assistant Executive Director AGENDA SECTION:Consent Calendar AGENDA ITEM #3.A. STAFF RE P ORT NO. 8 HOUSING AND REDE V E LOP MENT AUT HORIT Y ME E T ING 2/16/2021 RE P O RT P RE PA RE D B Y: Julie Urban, Housing and Redevelopment Manager O TH E R D E PA RTM E NT RE V IE W: E X E C U TIV E D IRE C TO R RE V IE W: John S tark, E xecutive D irector 2/11/2021 I T E M F O R C O UNC I L C O NS I D E RAT IO N: Consider a resolution approving temporary construction easements with the Metropolitan Council over property located at 6613-25 Portland Avenue. E X E C UT IV E S UM M ARY: The Metropolitan Council plans to construct a bus rapid transit line c alled the D-line, which will start at the Mall of Americ a and end in Brookly n Center, running through Richfield along P ortland Avenue. The contract for building the line is sc heduled to be issued this spring with c onstruc tion to begin shortly thereafter. Several stations will be constructed in Richfield, including one at 66th Street and Portland Avenue. The northbound station will be located in front of the property at 6613-25 Portland that is owned by the Housing and Redevelopment A uthority (HRA). The Metropolitan C ounc il is seeking a temporary construction easement over a portion of the HRA property during construction of the station. The actual c onstruc tion time of this particular station is only a few months; however, the easement period c overs the entire time period for construction of all of the stations, whic h is from Marc h 1, 2021, until October 31, 2023. The Metropolitan Council has agreed to end the easement once c onstruc tion of this station is completed, so the time period may be considerably shorter. The HRA has been seeking a development for the site for several years but has no agreement with anyone to develop the lot at this time. A conc ept plan was shared with HRA staff this fall but was plac ed on hold when the rec ent moratorium for the Veterans Park area was enacted. That moratorium precludes development on the site for the immediate future. The proposed temporary easement may or may not inhibit development beyond that time. Any future development of the site will likely involve setting buildings forward on the lot, which could be in conflict with the easement area. Development that seeks to build within the easement area will either need to wait until completion of the transit project or work around the easement area. RE C O M M E ND E D AC T IO N: By motion: Adopt a resolution approving temporary easements with the Metr opolitan Council over property located at 6613-25 Portland Avenue. B AS IS O F RE C O M M E ND AT IO N: A.H IS TOR IC AL C ON TEXT The parc els at 6613-25 Portland Avenue were purc hased in 2007 for the c onstruc tion of the roundabout at 66th Street and Portland Avenue. The City deeded the property to the HRA in order to pursue a housing development on the remnant parc el. Several developers have expressed interest in the property over the y ears; however, none have reached the level of a formal application to the HRA. B.P OL IC IE S (resolutions, ordinances, regulations, statutes, etc): The property is guided for medium density residential housing, and the HRA has spoken with a handful of developers over the y ears about developing housing on the site, including duplexes/twin homes, townhomes and a small apartment building. C.C R IT IC AL T IMIN G ISSU E S: The proposed easement time period is from March 1, 2021 to October 31, 2023. Metropolitan Council staff have been unwilling to reduc e the time period; however, they have agreed to end the term of the easement once work is complete. At this time, they do not know when c onstruc tion of this Richfield station will take place. They are in the process of identify ing a c ontrac tor for the project. Onc e the c ontrac tor is identified, a schedule for c ompletion of the projec t will be known. The HRA property is currently part of the development moratorium relating to Veterans Memorial Park and the American Legion site. D evelopment cannot occur on the HRA property until after the moratorium conc ludes in late J une. D.F IN AN C IAL IMPAC T: W hile the easement is temporary in nature, it does cover enough land at the north end of the property to potentially affec t future development of the property. The station itself will be c ontained entirely within existing right-of-way ; however, additional land is needed for equipment storage and final grading. Metropolitan Council staff have agreed to work with HRA staff in the event that a future development is identified for the site that conflic ts with the construction project's use of the easement area. E.L E GAL C ON S ID E R AT ION : The HRA A ttorney reviewed the proposed easements and would review and approve any final adjustments to the easement language. ALT E R N AT IV E R E C O MME N D AT IO N(S): Dec ide not to grant the temporary easement. P R IN C IPAL PAR TIE S EXP E C T E D AT ME E T IN G: NA AT TAC H ME N TS : D escripti on Type Resolution Resolution L etter D -L ine S tati on Temporary E asement A rea B ackup Materi al Temporary C onstruction E asement P arcel 105 B ackup Materi al Temporary C onstruction E asement P arcel 106 B ackup Materi al Temporary C onstruction E asement P arcel 107 B ackup Materi al Temporary C onstruction E asement P arcel 108 B ackup Materi al HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA RESOLUTION NO. ______ RESOLUTION APPROVING TEMPORARY EASEMENTS WITH METROPOLITAN COUNCIL WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota (the “Authority”) was created pursuant to Minnesota Statutes, Sections 469.001 through 469.047, as amended, and was authorized to transact business and exercise its powers by a resolution of the City Council of the City of Richfield, Minnesota; and WHEREAS, Metropolitan Council is in the process of constructing the Metro D-Line Bus Rapid Transit Project #62800 (the “Project”); and WHEREAS, in connection with the construction of the Project, Metropolitan Council requires access to certain property owned by the Authority; and WHEREAS, there have been presented to the Board of Commissioners of the Authority four separate forms of Temporary Construction Easement (collectively, the “Temporary Construction Easements”) to be executed by the Authority, as grantor, and Metropolitan Council, as grantee, with respect to the proposed temporary easements to be granted for the property legally described therein; and NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota as follows: 1. The Temporary Construction Easements are hereby in all respects authorized, approved, and confirmed, and the Chair and the Executive Director are hereby authorized and directed to execute the Temporary Construction Easements for and on behalf of the Authority in substantially the forms now on file with the Executive Director but with such modifications as shall be deemed necessary, desirable, or appropriate, the execution thereof to constitute conclusive evidence of their approval of any and all modifications therein. 2. The Chair and the Executive Director are hereby authorized to execute and deliver to Metropolitan Council any and all documents deemed necessary to carry out the intentions of this resolution and the Temporary Construction Easements. 3. This resolution shall be in full force and effect after its adoption. Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota this 16th day of February, 2021. Mary B. Supple, Chair ATTEST: Maria Regan Gonzalez, Secretary 500110134.4'4'4'6625 6621 66016617 6613105106107108 10948.6'12.2'3.0'70.4' 50.0' 3 8 . 2 ' 19.5'11.6'5'38'38'12.9'6'6'4.8'50.5'15.6'19.4' S:\PROJECTS\TRANS\0400_HDR\T-00759\SURVEYS\CADD_FILES\WORK MAP\D-LINE_WORK MAP.DWG METROPOLITAN COUNCIL390 ROBERT STST. PAUL, MINNESOTA 55101PAGE:6 OF 22Project Number: 62800Richfield, Hennepin CountyPROJECT WORK MAPDIVISION (MCES OR TRANSIT)MANAGER:SIGNATURE: ________________DATE:REAL ESTATE OFFICEMANAGER: GREG EWIGSIGNATURE: __________________DATE:NOTE: NOT A BOUNDARY SURVEYWork Map Template v3 2.2.17REVISIONSNO.DATEBYREMARKSLOCATOR MAP3060SCALE IN FEET0EXISTING PERMANENT EASEMENTNEW TEMPORARY CONSTRUCTION EASEMENTEXISTING PERMANENT EASEMENTNEW TEMPORARY CONSTRUCTION EASEMENTPROJECT PARCEL NUMBERLEGEND1OWNERHRA CITY OF RICHFIELDPID NUMBER26-028-24-32-0047ENTIRE PARCEL6,471 SFNEW TEMPORARY CONSTRUCTION EASEMENT473 SF106OWNERHRA CITY OF RICHFIELDPID NUMBER26-028-24-32-0046ENTIRE PARCEL6,472 SFNEW TEMPORARY CONSTRUCTION EASEMENT300 SF105OWNERAKINS VICTORIA MANOR LLCPID NUMBER327-028-24-14-0097ENTIRE PARCEL47,462 SFNEW TEMPORARY CONSTRUCTION EASEMENT538 SF110OWNERTIMOTHY & LUANNE TEACHOUTPID NUMBER26-028-24-32-0139ENTIRE PARCEL28,873 SFNEW TEMPORARY CONSTRUCTION EASEMENT349 SF109OWNERHRA CITY OF RICHFIELDPID NUMBER26-028-24-32-0049ENTIRE PARCEL9,093 SFNEW TEMPORARY CONSTRUCTION EASEMENT2,675 SF108OWNERHRA CITY OF RICHFIELDPID NUMBER26-028-24-32-0048ENTIRE PARCEL6,469 SFNEW TEMPORARY CONSTRUCTION EASEMENT1,099 SF10747/17/2020LJFREVISED PARCEL 109611/25/2020LJFREVISED PARCELS 106, 107, AND 108 EXISTING RIGHT OF WAY GENERAL NOTES 31SEE SHEET FOR CONCRETE CURB DESIGN V DETAILS. TAPER RATES ARE APPROXIMATE. SEE CURBLINE ALIGNMENT & PROFILE FOR FLOWLINE ELEVATIONS. SEE SHEET FOR INTERSECTION DETAILS. DIMENSIONS ARE TO FACE OF CURB UNLESS OTHERWISE NOTED. SPECIFIC NOTES A B C B924 MODIFIED CURB D MATCH EXISTING SIDEWALK WIDTH B624 CURB & GUTTER 6" TO 9" CURB TRANSITION (PAID AS B9XX CURB) GENERAL NOTES AND SALVAGES. SEE SIGNING AND PAVEMENT MARKING PLAN FOR INPLACE SIGN REMOVALS RELOCATIONS AND ADJUSTMENTS. SEE DRAINAGE AND SANITARY SEWER & WATERMAIN PLANS FOR UTILITY SPECIFIC NOTES A B SAWCUT CONCRETE DRIVEWAY (SAWING CONCRETE PAVEMENT FULL DEPTH) C D SAWING BITUMINOUS PAVEMENT (FULL DEPTH) SAWING CONCRETE PAVEMENT (FULL DEPTH) SAWCUT CONCRETE AND BITUMINOUS WALK (INCIDENTAL) OF D-Line_pentable.tbl11/23/202011:53:15 AMSTA8_cp01.dgnSHEET DESIGN BY: CHECK BY: LAWS OF THE STATE OF MINNESOTA. LICENSED PROFESSIONAL ENGINEER UNDER THE DIRECT SUPERVISION, AND THAT I AM A DULY OR REPORT WAS PREPARED BY ME OR UNDER MY I HEREBY CERTIFY THAT THIS PLAN, SPECIFICATION MIN. LIC. NO.DATE: ™ NO.DATE BY REVISION / SUBMITTAL APP STATION DIRECTION 1735 D Line S.A.P. 027-030-053 S.A.P. 141-030-049 S.A.P. 107-399-033 S.P. 027-605-030 DRAWN BY: S.P. 141-030-049 CONSTRUCTION LIMITS CONC. CURB & GUTTER BRICK PAVERS TEMPORARY EASEMENTS DRIVEWAY PAVEMENT 6" CONCRETE DRIVEWAY PAVEMENT 8" CONCRETE 4" CONCRETE WALK 6" CONCRETE WALK TRUNCATED DOME CONSTRUCTION LEGEND PROTECT IN PLACE EXISTING TREE - EASEMENTS EXISTING PERMANENT PAVEMENT OVERLAY BITUMINOUS EASEMENTS PROPOSED PERMANENT SPECIAL (STAMPED) 4" CONCRETE WALK PROPOSED TREE (BUS PAD) 10" CONCRETE (SEE STATION INSET) CONCRETE PAVEMENT (SEE STATION INSET) BITUMINOUS PAVEMENT EXISTING RIGHT OF WAY NUMBER BASIN/MANHOLE EXISTING CATCH EASEMENT EXISTING PERMANENT 219321922191 21.85 RT +62.20 37.75 RT +61.25 67.80 RT +46.57 61.70 RT +66.37 56.13 RT +97.88 36.98 RT +25.38 53.46 RT +24.38 A C A C C A CONCRETE PAVEMENT BITUMINOUS PAVEMENT BY OTHERS REMOVE SHELTER 219321922191 CONSTRUCTION PLAN REMOVAL PLAN 658 PORTLAND & 66TH STREET PORTLAND AVENUE SOUTH STATION # 8 REMOVAL & CONSTRUCTION PLAN NORTHBOUND CSAH 35 (PORTLAND AVE S){ POAV { POAV NORTHCSAH 35 (PORTLAND AVE S) LMK BRS CJS NORTH665 CLEAR AND GRUB TREE(S) CONSTRUCTION LIMITS REMOVE PAVEMENT REMOVE CONCRETE WALK REMOVE CURB AND GUTTER REMOVAL LEGEND REMOVE RETAINING WALL DRIVEWAY PAVEMENT REMOVE CONCRETE DRIVEWAY PAVEMENT REMOVE BITUMINOUS PAVEMENT AS NOTED BITUMINOUS OR CONCRETE SAWCUT (FULL DEPTH) REMOVE STORM SEWER REMOVE STORM MH/CB 6xxx IDCB 6xxx IDMH SURFACE MILL BITUMINOUS WALK REMOVE BITUMINOUS EASEMENT PROPOSED PERMANENT TEMPORARY EASEMENT REMOVE STREETCAR TRACKS IDCB 6081 IDCB 6080 IDCB 6083 IDCB 6082 IDCB 608I 36.98 RT +25.38 53.46 RT +24.38 56.13 RT +97.88 61.70 RT +66.37 67.80 RT +46.57 37.75 RT +61.25 21.85 RT +62.20 PLATFORM STATION A B A C10' STRIP TO MATCH WIDTH OF SHELTER 1.5' WIDE COMCRETE MAINTENANCE BEGINNING OF DRIVEWAY RADIUS BETWEEN END OF PLATFORM & TRANSITION CURB HEIGHT CLEAR ZONE BEYOND EDGES FACILITY EDGES - MAINTAIN 2' DASHED LINES REPRESENT BIKEWAY 15 300 SCALE IN FEET 15 300 SCALE IN FEET 4496110/16/2020 EXISTING RIGHT OF WAY EXISTING PERMANENT EASEMENTS EXISTING TEMPORARY EASEMENTS ROLLED EROSION PREVENTION CAT. 25 FERTILIZER TYPE 3 @ 22-5-10 SEED MIXTURE 25-151 CONSTRUCTION LIMITS SODDING TYPE SALT TOLERANT GENERAL NOTES PLACE INLET PROTECTION UNTIL STRUCTURE REMOVAL. FOR DRAINAGE STRUCTURES THAT ARE TO BE REMOVED, PERMIT. BE COMPLETE WITHIN TIME FRAMES SPECIFIED IN NPDES TEMPORARY GEOTEXTILE COVERING. STABILIZATION MUST ALL EXPOSED SOIL AREAS SHALL BE STABILIZED USING GENERAL NOTES BEHIND WALK WHEN DIRECTED BY ENGINEER. PLACE SEED AND STABILIZED FIBER MATRIX IN NARROW AREAS OFSHEET DESIGN BY: CHECK BY: LAWS OF THE STATE OF MINNESOTA. LICENSED PROFESSIONAL ENGINEER UNDER THE DIRECT SUPERVISION, AND THAT I AM A DULY OR REPORT WAS PREPARED BY ME OR UNDER MY I HEREBY CERTIFY THAT THIS PLAN, SPECIFICATION MIN. LIC. NO.DATE: NO.DATE BY REVISION / SUBMITTAL APP STATION DIRECTION 1735 D-Line_pentable.tbl11/23/202012:03:51 PMSTA8_ec02.dgnD Line S.A.P. 027-030-053 S.A.P. 141-030-049 S.A.P. 107-399-033 S.P. 027-605-030 HZ KTM CJE DRAWN BY: S.P. 141-030-049 TURF ESTABLISHMENT LEGEND TEMPORARY GEOTEXTILE COVERING COMPOST WOOD CHIP SEDIMENT CONTROL LOG TYPE SURFACE FLOW DIRECTION CONSTRUCTION LIMIT EXISTING RIGHT OF WAY EXISTING PERMANENT EASEMENTS EXISTING TEMPORARY EASEMENTS STORM DRAIN INLET PROTECTION 678 PORTLAND & 66TH STREET PORTLAND AVENUE SOUTH NORTHBOUNDNORTHNORTHTEMPORARY EROSION CONTROL PLAN TURF ESTABLISHMENT PLAN & TURF ESTABLISHMENT PLAN TEMPORARY EROSION CONTROL STATION #8 CSAH 35 (PORTLAND AVE S) CSAH 35 (PORTLAND AVE S)CSAH 53 (E 66TH ST)CSAH 53 (E 66TH ST)EROSION CONTROL LEGEND > POAV > POAV CB 5080 CB 5081 CB 5082 CB 5085 IDCB 6081 IDCB 6080 IDCB 608D IDCB 608C IDCB 608B IDCB 608A IDCB 6083 IDCB 6082 219421932192 219421932192 15 300 SCALE IN FEET 15 300 SCALE IN FEET 2433310/16/2020 Page 1 of 10 Parcel No. 105 TEMPORARY CONSTRUCTION EASEMENT Parcel No. 105 This Temporary Construction Easement (“Temporary Easement”) is made by the Housing and Redevelopment Authority in and for the City of Richfield, a Minnesota public body corporate and politic, (“Grantor”) and the Metropolitan Council, a public corporation and political subdivision of the State of Minnesota (“Grantee”) (collectively referred to as the “Parties” or each a “Party”). Recitals Whereas, Grantor is the fee owner of real property located in Richfield, Minnesota and is as legally described on the attached Exhibit A (“Property”); and Whereas, Grantee is constructing the Metro D-Line Bus Rapid Transit Project #62800 (“Project”) for which it needs a Temporary Easement in, over, across, under and above portions of Grantor’s Property; and Whereas, the purpose of the Temporary Easement is to, without limitation, locate, stage, install, and construct the Project and associated improvements (“Work”). Now therefore, for valuable consideration, the receipt of which is acknowledged by Grantor, and in further consideration for the mutual promises made below, the Parties agree as follows: Terms of Temporary Easement 1. Grant of Temporary Easement. Grantor hereby grants and conveys to Grantee, its agents, contractors, permittees, successors, and assigns, a temporary easement in, over, across, under, and above that part of the Property legally described on the attached Exhibit B, and further depicted on the attached Exhibit C for the Work (the “Easement Area”). Subsequent to the date of the Temporary Easement and until such Temporary Easement has expired, Grantor, its heirs, successors, and assigns, will not erect, Page 2 of 10 Parcel No. 105 construct, or create any building, improvement, obstruction, perpendicular utility crossing, or structure of any kind, either above or below the surface of the Easement Area or plant any trees, or stockpile construction debris or construction equipment, or change the grade of the Easement Area without Grantee’s express written consent. 2. Term of Temporary Easement. The Temporary Easement shall commence on March 1, 2021 and shall remain in full force and effect until October 31, 2024 (the “Term”) unless otherwise extended in writing by the Parties consistent with paragraph 6. Notwithstanding the foregoing, once the Work is completed on the Property and upon request of the Grantor, the Grantee shall provide the Grantor with a Release of Easement pursuant to paragraph 9. 3. Redevelopment of Property. The Grantee acknowledges and understands that the Grantor is actively marketing the Property for redevelopment. If the Grantor enters into a contract to redevelop the Property during the term of this Temporary Easement, the Grantee will work cooperatively with the Grantor to ensure that access to the Property is available to commence the redevelopment of the Property. If grading has not been completed on the Property, the Grantee and the Grantor will also work cooperatively to adjust the grading done by Grantee on the Property. In addition, the Grantee will work with its contractor for the Project to complete the Work in a timely fashion. 4. Restoration. Upon completion of the Project but prior to the expiration of the Term or Termination of the Temporary Easement pursuant to paragraph 9, Grantee shall restore the Easement Area to a like kind condition or the condition that existed prior to the granting of this Temporary Easement. 5. Extension Option of Temporary Easements and Payment. Grantor also grants to Grantee two (2) options to extend the term of the Temporary Construction Easement for a period of six (6) months each in accordance with the following terms: a. Each option to extend the term of the Temporary Construction Easement must be exercised by written notice from Grantee to Grantor not less than fourteen (14) days prior to the expiration of the then current term of the Temporary Construction Easement. b. Grantee will record notice of each extension against the Property prior to the expiration of the Term. 6. Covenant of Ownership. Grantor covenants that it is the lawful owner and is in lawful possession of the above -described real estate and has the lawful right and authority to convey and grant the Temporary Easement. 7. Notices and Demands. All notices, requests, demands, consents, and other communications required or permitted under this Temporary Easement shall be in writing and shall be deemed to have been duly and properly given three (3) Page 3 of 10 Parcel No. 105 business days after the date of mailing if deposited in a receptacle of the United States mail, first class postage prepaid, addressed to the intended recipient as follows: Grantor: Housing and Redevelopment Authority in and for City of Richfield 6700 Portland Avenue Richfield, MN 55423 Attn: John Stark, Executive Director Grantee: Metropolitan Council 390 Robert Street North Saint Paul, MN 55101-1805 Attn: Real Estate Office 8. Termination, Amendment, or Release of Easement. The Temporary Easement may only be amended by written agreement signed by the Parties or their successors and/or assigns. If amended, either the Grantee or the Grantor shall record the amendment against the Property. Grantee may release the Temporary Easement at any time during the Term by executing a Release of Easement and recording the same against the Property and providing a copy of the Release of Easement to the Grantor. After the Term of the Temporary Easement and any extension options exercised pursuant to paragraph 6 have expired, this Temporary Easement shall automatically expire without further action by the Parties. 9. Miscellaneous. a. Binding Covenant. The provisions and conditions of this Temporary Easement shall be binding upon and inure to the benefit of the Parties and their successors and assigns and shall constitute a covenant running with the land. b. Waiver. No waiver of any provision of this Temporary Easement shall be binding unless executed in writing by the Party making the waiver. No waiver of any provision of this Temporary Easement shall be deemed to constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver unless the written waiver so specifies. c. Liability. Each Party is responsible for their own acts and omissions and the results thereof to the extent authorized by the law. This shall not be construed to waive any liability limits or immunities including those arising under Minnesota Statutes Chapter 466. d. Governing Law. This Temporary Easement is governed, construed, and enforced under the laws of the State of Minnesota without regard to conflicts of law provisions. Page 4 of 10 Parcel No. 105 e. Counterparts. This Temporary Easement may be executed in any number of counterparts, each of which is to be deemed to be an original and the counterparts together constitute one and the same Temporary Easement. A physical copy or electronic copy of this Temporary Easement, including its signature pages, will be binding, and deemed to be an original. f. Severability. The provisions of this Temporary Easement are severable, and in the event that any provision is held to be invalid or unenforceable, the Parties intend that the remaining provisions will remain in full force and effect. g. No Presumption against Drafter. This Temporary Easement has been negotiated at arm’s length and with the opportunity for the Parties to consult legal counsel regarding its terms. Accordingly, this Temporary Easement shall be interpreted to achieve the intent and purpose of the Parties, without any presumption against the drafting party. h. Authority of Signatory. Each Party to this Temporary Easement warrants to the other that it has the right and authority to enter into this Temporary Easement. {Remainder of Page Intentionally Left Blank; Signature Pages to Follow} Page 5 of 10 Parcel No. 105 METROPOLITAN COUNCIL, a public corporation and political subdivision of the State of Minnesota, By: __________________________________ Title: Acting Regional Administrator STATE OF MINNESOTA ) ) ss COUNTY OF RAMSEY ) I, the undersigned, a Notary Public in and for Ramsey County, Minnesota, do hereby certify that Mary Bogie, the Acting Regional Administrator acting on behalf of the Regional Administrator of the Metropolitan Council, a public corporation and political subdivision under the laws of the State of Minnesota appeared before me this day in person and acknowledged that she signed and delivered said instrument on behalf of said public body. Given under my hand and official seal this ____________ day of __________, 2021. _________________________ Notary Public Page 6 of 10 Parcel No. 105 Housing and Redevelopment Authority in and for the City of Richfield BY: _________________________________ ITS: Chair STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ________ day of __________________, 2021 by Mary Supple, the Chair of the Housing and Redevelopment Authority in and for the City of Richfield, a Minnesota public body corporate and politic, on behalf of the Grantor. ____________________________________ Notary Public Page 7 of 10 Parcel No. 105 Housing and Redevelopment Authority in and for the City of Richfield BY: _________________________________ ITS: Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ________ day of __________________, 2021 by John Stark, the Executive Director of the Housing and Redevelopment Authority in and for the City of Richfield, a Minnesota public body corporate and politic, on behalf of the Grantor. ____________________________________ Notary Public THIS INSTRUMENT DRAFTED BY: Office of the General Counsel Metropolitan Council 390 North Robert Street Saint Paul, MN 55101 B-1 EXHIBIT A Legal Description of the Property Lot 31, Auditor’s Subdivision No. 340, Hennepin County, Minnesota Certificate of Title 1418472 B-2 EXHIBIT B Temporary Construction Easement Area Legal Description A temporary easement for construction purposes over, across, beneath, and above the west 6.00 feet of Lot 31, Auditor’s Subdivision No. 340, Hennepin County, Minnesota. (Said Temporary Easement contains 300 Square Feet, more or less.) EXHIBIT C Temporary Construction Easement Area Depiction For Reference Purposes Only Page 1 of 10 Parcel No. 106 TEMPORARY CONSTRUCTION EASEMENT Parcel No. 106 This Temporary Construction Easement (“Temporary Easement”) is made by the Housing and Redevelopment Authority in and for the City of Richfield, a Minnesota public body corporate and politic, (“Grantor”) and the Metropolitan Council, a public corporation and political subdivision of the State of Minnesota (“Grantee”) (collectively referred to as the “Parties” or each a “Party”). Recitals Whereas, Grantor is the fee owner of real property located in Richfield, Minnesota and is as legally described on the attached Exhibit A (“Property”); and Whereas, Grantee is constructing the Metro D-Line Bus Rapid Transit Project #62800 (“Project”) for which it needs a Temporary Easement in, over, across, under and above portions of Grantor’s Property; and Whereas, the purpose of the Temporary Easement is to, without limitation, locate, stage, install, and construct the Project and associated improvements (“Work”). Now therefore, for valuable consideration, the receipt of which is acknowledged by Grantor, and in further consideration for the mutual promises made below, the Parties agree as follows: Terms of Temporary Easement 1. Grant of Temporary Easement. Grantor hereby grants and conveys to Grantee, its agents, contractors, permittees, successors, and assigns, a temporary easement in, over, across, under, and above that part of the Property legally described on the attached Exhibit B, and further depicted on the attached Exhibit C for the Work (the “Easement Area”). Subsequent to the date of the Temporary Easement and until such Temporary Easement has expired, Grantor, its heirs, successors, and assigns, will not erect, Page 2 of 10 Parcel No. 106 construct, or create any building, improvement, obstruction, perpendicular utility crossing, or structure of any kind, either above or below the surface of the Easement Area or plant any trees, or stockpile construction debris or construction equipment, or change the grade of the Easement Area without Grantee’s express written consent. 2.Term of Temporary Easement. The Temporary Easement shallcommence on March 1, 2021 and shall remain in full force and effect until October 31, 2024 (the “Term”) unless otherwise extended in writing by the Parties consistent with paragraph 6. Notwithstanding the foregoing, once the Work is completed on the Property and upon request of the Grantor, the Grantee shall provide the Grantor with a Release of Easement pursuant to paragraph 9. 3.Redevelopment of Property. The Grantee acknowledges andunderstands that the Grantor is actively marketing the Property for redevelopment. If the Grantor enters into a contract to redevelop the Property during the term of this Temporary Easement, the Grantee will work cooperatively with the Grantor to ensure that access to the Property is available to commence the redevelopment of the Property. If grading has not been completed on the Property, the Grantee and the Grantor will also work cooperatively to adjust the grading done by Grantee on the Property. In addition, the Grantee will work with its contractor for the Project to complete the Work in a timely fashion. 4.Restoration. Upon completion of the Project but prior to the expirationof the Term or Termination of the Temporary Easement pursuant to paragraph 9, Grantee shall restore the Easement Area to a like kind condition or the condition that existed prior to the granting of this Temporary Easement. 5.Extension Option of Temporary Easements and Payment. Grantor alsogrants to Grantee two (2) options to extend the term of the Temporary Construction Easement for a period of six (6) months each in accordance with the following terms: a.Each option to extend the term of the Temporary ConstructionEasement must be exercised by written notice from Grantee toGrantor not less than fourteen (14) days prior to the expiration ofthe then current term of the Temporary Construction Easement. b.Grantee will record notice of each extension against theProperty prior to the expiration of the Term. 6.Covenant of Ownership. Grantor covenants that it is the lawful ownerand is in lawful possession of the above -described real estate and has the lawful right and authority to convey and grant the Temporary Easement. 7.Notices and Demands. All notices, requests, demands, consents, andother communications required or permitted under this Temporary Easement shall be in writing and shall be deemed to have been duly and properly given three (3) Page 3 of 10 Parcel No. 106 business days after the date of mailing if deposited in a receptacle of the United States mail, first class postage prepaid, addressed to the intended recipient as follows: Grantor: Housing and Redevelopment Authority in and for City of Richfield 6700 Portland Avenue Richfield, MN 55423 Attn: John Stark, Executive Director Grantee: Metropolitan Council 390 Robert Street North Saint Paul, MN 55101-1805 Attn: Real Estate Office 8.Termination, Amendment, or Release of Easement. The TemporaryEasement may only be amended by written agreement signed by the Parties or their successors and/or assigns. If amended, either the Grantee or the Grantor shall record the amendment against the Property. Grantee may release the Temporary Easement at any time during the Term by executing a Release of Easement and recording the same against the Property and providing a copy of the Release of Easement to the Grantor. After the Term of the Temporary Easement and any extension options exercised pursuant to paragraph 6 have expired, this Temporary Easement shall automatically expire without further action by the Parties. 9.Miscellaneous. a.Binding Covenant. The provisions and conditions of thisTemporary Easement shall be binding upon and inure to the benefit of the Parties and their successors and assigns and shall constitute a covenant running with the land. b.Waiver. No waiver of any provision of this Temporary Easementshall be binding unless executed in writing by the Party making the waiver. No waiver of any provision of this Temporary Easement shall be deemed to constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver unless the written waiver so specifies. c.Liability. Each Party is responsible for their own acts andomissions and the results thereof to the extent authorized by the law. This shall not be construed to waive any liability limits or immunities including those arising under Minnesota Statutes Chapter 466. d.Governing Law. This Temporary Easement is governed,construed, and enforced under the laws of the State of Minnesota without regard to conflicts of law provisions. Page 4 of 10 Parcel No. 106 e.Counterparts. This Temporary Easement may be executed inany number of counterparts, each of which is to be deemed to be an original and the counterparts together constitute one and the same Temporary Easement. A physical copy or electronic copy of this Temporary Easement, including its signature pages, will be binding, and deemed to be an original. f.Severability. The provisions of this Temporary Easement areseverable, and in the event that any provision is held to be invalid or unenforceable, the Parties intend that the remaining provisions will remain in full force and effect. g.No Presumption against Drafter. This Temporary Easementhas been negotiated at arm’s length and with the opportunity for the Parties to consult legal counsel regarding its terms. Accordingly, this Temporary Easement shall be interpreted to achieve the intent and purpose of the Parties, without any presumption against the drafting party. h.Authority of Signatory. Each Party to this Temporary Easementwarrants to the other that it has the right and authority to enter into this Temporary Easement. {Remainder of Page Intentionally Left Blank; Signature Pages to Follow} Page 5 of 10 Parcel No. 106 METROPOLITAN COUNCIL, a public corporation and political subdivision of the State of Minnesota, By: __________________________________ Title: Acting Regional Administrator STATE OF MINNESOTA ) ) ss COUNTY OF RAMSEY ) I, the undersigned, a Notary Public in and for Ramsey County, Minnesota, do hereby certify that Mary Bogie, the Acting Regional Administrator acting on behalf of the Regional Administrator of the Metropolitan Council, a public corporation and political subdivision under the laws of the State of Minnesota appeared before me this day in person and acknowledged that she signed and delivered said instrument on behalf of said public body. Given under my hand and official seal this ____________ day of __________, 2021. _________________________ Notary Public Page 6 of 10 Parcel No. 106 Housing and Redevelopment Authority in and for the City of Richfield BY: _________________________________ ITS: Chair STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ________ day of __________________, 2021 by Mary Supple, the Chair of the Housing and Redevelopment Authority in and for the City of Richfield, a Minnesota public body corporate and politic, on behalf of the Grantor. ____________________________________ Notary Public Page 7 of 10 Parcel No. 106 Housing and Redevelopment Authority in and for the City of Richfield BY: _________________________________ ITS: Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ________ day of __________________, 2021 by John Stark, the Executive Director of the Housing and Redevelopment Authority in and for the City of Richfield, a Minnesota public body corporate and politic, on behalf of the Grantor. ____________________________________ Notary Public THIS INSTRUMENT DRAFTED BY: Office of the General Counsel Metropolitan Council 390 North Robert Street Saint Paul, MN 55101 B-1 EXHIBIT A Legal Description of the Property Lot 32, Auditor’s Subdivision No. 340, Hennepin County, Minnesota Certificate of Title 1418471 B-2 EXHIBIT B Temporary Construction Easement Area Legal Description A temporary easement for construction purposes over, under and across that part of said Lot 32 lying westerly of a line drawn from a point on the north line of said lot distant 12.90 feet easterly of the northwest corner of said lot to a point on the south line of said lot distant 6.00 feet easterly of the southwest corner of said lot. (Said Temporary Easement contains 473 Square Feet, more or less.) 662112.9' 6' Project: 62800 Parcel: 106 County: Hennepin Address: 6621 Portland Ave S PID: 26-028-24-32-0047 CREATED BY DATE 50 SCALE IN FEET 250 S:\PROJECTS\TRANS\0400_HDR\T-00759\SURVEYS\CADD_FILES\PARCEL MAPS\62800 - EXHIBIT - PARCEL 106_REV-01.DWGLJF STONEBROOKE 11/25/2020 TEMPORARY CONSTRUCTION EASEMENT LEGEND NOTE: NOT A BOUNDARY SURVEY EXHIBIT A ENTIRE PARCEL 6,471 SF TEMPORARY CONSTRUCTION EASEMENT 473 SF Parcel Exhibit Template v2, 2.1.17 Owner: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD Page 1 of 10 Parcel No. 107 TEMPORARY CONSTRUCTION EASEMENT Parcel No. 107 This Temporary Construction Easement (“Temporary Easement”) is made by the Housing and Redevelopment Authority in and for the City of Richfield, a Minnesota public body corporate and politic, (“Grantor”) and the Metropolitan Council, a public corporation and political subdivision of the State of Minnesota (“Grantee”) (collectively referred to as the “Parties” or each a “Party”). Recitals Whereas, Grantor is the fee owner of real property located in Richfield, Minnesota and is as legally described on the attached Exhibit A (“Property”); and Whereas, Grantee is constructing the Metro D-Line Bus Rapid Transit Project #62800 (“Project”) for which it needs a Temporary Easement in, over, across, under and above portions of Grantor’s Property; and Whereas, the purpose of the Temporary Easement is to, without limitation, locate, stage, install, and construct the Project and associated improvements (“Work”). Now therefore, for valuable consideration, the receipt of which is acknowledged by Grantor, and in further consideration for the mutual promises made below, the Parties agree as follows: Terms of Temporary Easement 1. Grant of Temporary Easement. Grantor hereby grants and conveys to Grantee, its agents, contractors, permittees, successors, and assigns, a temporary easement in, over, across, under, and above that part of the Property legally described on the attached Exhibit B, and further depicted on the attached Exhibit C for the Work (the “Easement Area”). Subsequent to the date of the Temporary Easement and until such Temporary Easement has expired, Grantor, its heirs, successors, and assigns, will not erect, Page 2 of 10 Parcel No. 107 construct, or create any building, improvement, obstruction, perpendicular utility crossing, or structure of any kind, either above or below the surface of the Easement Area or plant any trees, or stockpile construction debris or construction equipment, or change the grade of the Easement Area without Grantee’s express written consent. 2.Term of Temporary Easement. The Temporary Easement shallcommence on March 1, 2021 and shall remain in full force and effect until October 31, 2024 (the “Term”) unless otherwise extended in writing by the Parties consistent with paragraph 6. Notwithstanding the foregoing, once the Work is completed on the Property and upon request of the Grantor, the Grantee shall provide the Grantor with a Release of Easement pursuant to paragraph 9. 3.Redevelopment of Property. The Grantee acknowledges andunderstands that the Grantor is actively marketing the Property for redevelopment. If the Grantor enters into a contract to redevelop the Property during the term of this Temporary Easement, the Grantee will work cooperatively with the Grantor to ensure that access to the Property is available to commence the redevelopment of the Property. If grading has not been completed on the Property, the Grantee and the Grantor will also work cooperatively to adjust the grading done by Grantee on the Property. In addition, the Grantee will work with its contractor for the Project to complete the Work in a timely fashion. 4.Restoration. Upon completion of the Project but prior to the expirationof the Term or Termination of the Temporary Easement pursuant to paragraph 9, Grantee shall restore the Easement Area to a like kind condition or the condition that existed prior to the granting of this Temporary Easement. 5.Extension Option of Temporary Easements and Payment. Grantor alsogrants to Grantee two (2) options to extend the term of the Temporary Construction Easement for a period of six (6) months each in accordance with the following terms: a.Each option to extend the term of the Temporary ConstructionEasement must be exercised by written notice from Grantee toGrantor not less than fourteen (14) days prior to the expiration ofthe then current term of the Temporary Construction Easement. b.Grantee will record notice of each extension against theProperty prior to the expiration of the Term. 6.Covenant of Ownership. Grantor covenants that it is the lawful ownerand is in lawful possession of the above -described real estate and has the lawful right and authority to convey and grant the Temporary Easement. 7.Notices and Demands. All notices, requests, demands, consents, andother communications required or permitted under this Temporary Easement shall be in writing and shall be deemed to have been duly and properly given three (3) Page 3 of 10 Parcel No. 107 business days after the date of mailing if deposited in a receptacle of the United States mail, first class postage prepaid, addressed to the intended recipient as follows: Grantor: Housing and Redevelopment Authority in and for City of Richfield 6700 Portland Avenue Richfield, MN 55423 Attn: John Stark, Executive Director Grantee: Metropolitan Council 390 Robert Street North Saint Paul, MN 55101-1805 Attn: Real Estate Office 8.Termination, Amendment, or Release of Easement. The TemporaryEasement may only be amended by written agreement signed by the Parties or their successors and/or assigns. If amended, either the Grantee or the Grantor shall record the amendment against the Property. Grantee may release the Temporary Easement at any time during the Term by executing a Release of Easement and recording the same against the Property and providing a copy of the Release of Easement to the Grantor. After the Term of the Temporary Easement and any extension options exercised pursuant to paragraph 6 have expired, this Temporary Easement shall automatically expire without further action by the Parties. 9.Miscellaneous. a.Binding Covenant. The provisions and conditions of thisTemporary Easement shall be binding upon and inure to the benefit of the Parties and their successors and assigns and shall constitute a covenant running with the land. b.Waiver. No waiver of any provision of this Temporary Easementshall be binding unless executed in writing by the Party making the waiver. No waiver of any provision of this Temporary Easement shall be deemed to constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver unless the written waiver so specifies. c.Liability. Each Party is responsible for their own acts andomissions and the results thereof to the extent authorized by the law. This shall not be construed to waive any liability limits or immunities including those arising under Minnesota Statutes Chapter 466. d.Governing Law. This Temporary Easement is governed,construed, and enforced under the laws of the State of Minnesota without regard to conflicts of law provisions. Page 4 of 10 Parcel No. 107 e.Counterparts. This Temporary Easement may be executed inany number of counterparts, each of which is to be deemed to be an original and the counterparts together constitute one and the same Temporary Easement. A physical copy or electronic copy of this Temporary Easement, including its signature pages, will be binding, and deemed to be an original. f.Severability. The provisions of this Temporary Easement areseverable, and in the event that any provision is held to be invalid or unenforceable, the Parties intend that the remaining provisions will remain in full force and effect. g.No Presumption against Drafter. This Temporary Easementhas been negotiated at arm’s length and with the opportunity for the Parties to consult legal counsel regarding its terms. Accordingly, this Temporary Easement shall be interpreted to achieve the intent and purpose of the Parties, without any presumption against the drafting party. h.Authority of Signatory. Each Party to this Temporary Easementwarrants to the other that it has the right and authority to enter into this Temporary Easement. {Remainder of Page Intentionally Left Blank; Signature Pages to Follow} Page 5 of 10 Parcel No. 107 METROPOLITAN COUNCIL, a public corporation and political subdivision of the State of Minnesota, By: __________________________________ Title: Acting Regional Administrator STATE OF MINNESOTA ) ) ss COUNTY OF RAMSEY ) I, the undersigned, a Notary Public in and for Ramsey County, Minnesota, do hereby certify that Mary Bogie, the Acting Regional Administrator acting on behalf of the Regional Administrator of the Metropolitan Council, a public corporation and political subdivision under the laws of the State of Minnesota appeared before me this day in person and acknowledged that she signed and delivered said instrument on behalf of said public body. Given under my hand and official seal this ____________ day of __________, 2021. _________________________ Notary Public Page 6 of 10 Parcel No. 107 Housing and Redevelopment Authority in and for the City of Richfield BY: _________________________________ ITS: Chair STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ________ day of __________________, 2021 by Mary Supple, the Chair of the Housing and Redevelopment Authority in and for the City of Richfield, a Minnesota public body corporate and politic, on behalf of the Grantor. ____________________________________ Notary Public Page 7 of 10 Parcel No. 107 Housing and Redevelopment Authority in and for the City of Richfield BY: _________________________________ ITS: Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ________ day of __________________, 2021 by John Stark, the Executive Director of the Housing and Redevelopment Authority in and for the City of Richfield, a Minnesota public body corporate and politic, on behalf of the Grantor. ____________________________________ Notary Public THIS INSTRUMENT DRAFTED BY: Office of the General Counsel Metropolitan Council 390 North Robert Street Saint Paul, MN 55101 B-1 EXHIBIT A Legal Description of the Property Lot 33, Auditor’s Subdivision No. 340, Hennepin County, Minnesota Certificate of Title 1418470 B-2 EXHIBIT B Temporary Construction Easement Area Legal Description A temporary easement for construction purposes over, under and across that part of said Lot 33 lying westerly of the following described line: Beginning at a point on the north line of said lot distant 38.00 feet easterly of the northwest corner of said lot; thence southwesterly 38.21 feet to a point 15.60 feet easterly of the west line of said lot; thence southwesterly 19.45 feet to a point on the south line of said lot distant 12.90 feet easterly of the southwest corner of said lot and there terminating. (Said Temporary Easement contains 1,099 Square Feet, more or less.) 661738' 12.9' 15.6'38.2119.45Project: 62800 Parcel: 107 County: Hennepin PID: 26-028-24-32-0048 CREATED BY DATE 50 SCALE IN FEET 250 S:\PROJECTS\TRANS\0400_HDR\T-00759\SURVEYS\CADD_FILES\PARCEL MAPS\62800 - EXHIBIT - PARCEL 107_REV-01.DWGLJF STONEBROOKE 11/25/2020 TEMPORARY CONSTRUCTION EASEMENT LEGEND NOTE: NOT A BOUNDARY SURVEY EXHIBIT A ENTIRE PARCEL 6,469 SF TEMPORARY CONSTRUCTION EASEMENT 1,099 SF Parcel Exhibit Template v2, 2.1.17 Address: 6617 Portland Ave S Owner: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD Page 1 of 10 Parcel No. 108 TEMPORARY CONSTRUCTION EASEMENT Parcel No. 108 This Temporary Construction Easement (“Temporary Easement”) is made by the Housing and Redevelopment Authority in and for the City of Richfield, a Minnesota public body corporate and politic, (“Grantor”) and the Metropolitan Council, a public corporation and political subdivision of the State of Minnesota (“Grantee”) (collectively referred to as the “Parties” or each a “Party”). Recitals Whereas, Grantor is the fee owner of real property located in Richfield, Minnesota and is as legally described on the attached Exhibit A (“Property”); and Whereas, Grantee is constructing the Metro D-Line Bus Rapid Transit Project #62800 (“Project”) for which it needs a Temporary Easement in, over, across, under and above portions of Grantor’s Property; and Whereas, the purpose of the Temporary Easement is to, without limitation, locate, stage, install, and construct the Project and associated improvements (“Work”). Now therefore, for valuable consideration, the receipt of which is acknowledged by Grantor, and in further consideration for the mutual promises made below, the Parties agree as follows: Terms of Temporary Easement 1. Grant of Temporary Easement. Grantor hereby grants and conveys to Grantee, its agents, contractors, permittees, successors, and assigns, a temporary easement in, over, across, under, and above that part of the Property legally described on the attached Exhibit B, and further depicted on the attached Exhibit C for the Work (the “Easement Area”). Subsequent to the date of the Temporary Easement and until such Temporary Easement has expired, Grantor, its heirs, successors, and assigns, will not erect, Page 2 of 10 Parcel No. 108 construct, or create any building, improvement, obstruction, perpendicular utility crossing, or structure of any kind, either above or below the surface of the Easement Area or plant any trees, or stockpile construction debris or construction equipment, or change the grade of the Easement Area without Grantee’s express written consent. 2.Term of Temporary Easement. The Temporary Easement shallcommence on March 1, 2021 and shall remain in full force and effect until October 31, 2024 (the “Term”) unless otherwise extended in writing by the Parties consistent with paragraph 6. Notwithstanding the foregoing, once the Work is completed on the Property and upon request of the Grantor, the Grantee shall provide the Grantor with a Release of Easement pursuant to paragraph 9. 3.Redevelopment of Property. The Grantee acknowledges andunderstands that the Grantor is actively marketing the Property for redevelopment. If the Grantor enters into a contract to redevelop the Property during the term of this Temporary Easement, the Grantee will work cooperatively with the Grantor to ensure that access to the Property is available to commence the redevelopment of the Property. If grading has not been completed on the Property, the Grantee and the Grantor will also work cooperatively to adjust the grading done by Grantee on the Property. In addition, the Grantee will work with its contractor for the Project to complete the Work in a timely fashion. 4.Restoration. Upon completion of the Project but prior to the expirationof the Term or Termination of the Temporary Easement pursuant to paragraph 9, Grantee shall restore the Easement Area to a like kind condition or the condition that existed prior to the granting of this Temporary Easement. 5.Extension Option of Temporary Easements and Payment. Grantor alsogrants to Grantee two (2) options to extend the term of the Temporary Construction Easement for a period of six (6) months each in accordance with the following terms: a.Each option to extend the term of the Temporary ConstructionEasement must be exercised by written notice from Grantee toGrantor not less than fourteen (14) days prior to the expiration ofthe then current term of the Temporary Construction Easement. b.Grantee will record notice of each extension against theProperty prior to the expiration of the Term. 6.Covenant of Ownership. Grantor covenants that it is the lawful ownerand is in lawful possession of the above -described real estate and has the lawful right and authority to convey and grant the Temporary Easement. 7.Notices and Demands. All notices, requests, demands, consents, andother communications required or permitted under this Temporary Easement shall be in writing and shall be deemed to have been duly and properly given three (3) Page 3 of 10 Parcel No. 108 business days after the date of mailing if deposited in a receptacle of the United States mail, first class postage prepaid, addressed to the intended recipient as follows: Grantor: Housing and Redevelopment Authority in and for City of Richfield 6700 Portland Avenue Richfield, MN 55423 Attn: John Stark, Executive Director Grantee: Metropolitan Council 390 Robert Street North Saint Paul, MN 55101-1805 Attn: Real Estate Office 8.Termination, Amendment, or Release of Easement. The TemporaryEasement may only be amended by written agreement signed by the Parties or their successors and/or assigns. If amended, either the Grantee or the Grantor shall record the amendment against the Property. Grantee may release the Temporary Easement at any time during the Term by executing a Release of Easement and recording the same against the Property and providing a copy of the Release of Easement to the Grantor. After the Term of the Temporary Easement and any extension options exercised pursuant to paragraph 6 have expired, this Temporary Easement shall automatically expire without further action by the Parties. 9.Miscellaneous. a.Binding Covenant. The provisions and conditions of thisTemporary Easement shall be binding upon and inure to the benefit of the Parties and their successors and assigns and shall constitute a covenant running with the land. b.Waiver. No waiver of any provision of this Temporary Easementshall be binding unless executed in writing by the Party making the waiver. No waiver of any provision of this Temporary Easement shall be deemed to constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver unless the written waiver so specifies. c.Liability. Each Party is responsible for their own acts andomissions and the results thereof to the extent authorized by the law. This shall not be construed to waive any liability limits or immunities including those arising under Minnesota Statutes Chapter 466. d.Governing Law. This Temporary Easement is governed,construed, and enforced under the laws of the State of Minnesota without regard to conflicts of law provisions. Page 4 of 10 Parcel No. 108 e.Counterparts. This Temporary Easement may be executed inany number of counterparts, each of which is to be deemed to be an original and the counterparts together constitute one and the same Temporary Easement. A physical copy or electronic copy of this Temporary Easement, including its signature pages, will be binding, and deemed to be an original. f.Severability. The provisions of this Temporary Easement areseverable, and in the event that any provision is held to be invalid or unenforceable, the Parties intend that the remaining provisions will remain in full force and effect. g.No Presumption against Drafter. This Temporary Easementhas been negotiated at arm’s length and with the opportunity for the Parties to consult legal counsel regarding its terms. Accordingly, this Temporary Easement shall be interpreted to achieve the intent and purpose of the Parties, without any presumption against the drafting party. h.Authority of Signatory. Each Party to this Temporary Easementwarrants to the other that it has the right and authority to enter into this Temporary Easement. {Remainder of Page Intentionally Left Blank; Signature Pages to Follow} Page 5 of 10 Parcel No. 108 METROPOLITAN COUNCIL, a public corporation and political subdivision of the State of Minnesota, By: __________________________________ Title: Acting Regional Administrator STATE OF MINNESOTA ) ) ss COUNTY OF RAMSEY ) I, the undersigned, a Notary Public in and for Ramsey County, Minnesota, do hereby certify that Mary Bogie, the Acting Regional Administrator acting on behalf of the Regional Administrator of the Metropolitan Council, a public corporation and political subdivision under the laws of the State of Minnesota appeared before me this day in person and acknowledged that she signed and delivered said instrument on behalf of said public body. Given under my hand and official seal this ____________ day of __________, 2021. _________________________ Notary Public Page 6 of 10 Parcel No. 108 Housing and Redevelopment Authority in and for the City of Richfield BY: _________________________________ ITS: Chair STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ________ day of __________________, 2021 by Mary Supple, the Chair of the Housing and Redevelopment Authority in and for the City of Richfield, a Minnesota public body corporate and politic, on behalf of the Grantor. ____________________________________ Notary Public Page 7 of 10 Parcel No. 108 Housing and Redevelopment Authority in and for the City of Richfield BY: _________________________________ ITS: Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ________ day of __________________, 2021 by John Stark, the Executive Director of the Housing and Redevelopment Authority in and for the City of Richfield, a Minnesota public body corporate and politic, on behalf of the Grantor. ____________________________________ Notary Public THIS INSTRUMENT DRAFTED BY: Office of the General Counsel Metropolitan Council 390 North Robert Street Saint Paul, MN 55101 B-1 EXHIBIT A Legal Description of the Property Lot 34, Auditor’s Subdivision No. 340, Hennepin County, Minnesota Certificate of Title 1418469 B-2 EXHIBIT B Temporary Construction Easement Area Legal Description A temporary easement for construction purposes over, under and across the west 38.00 feet of the above-described property. (Said Temporary Easement contains 2,675 Square Feet, more or less.) 661338' Project: 62800 Parcel: 108 County: Hennepin PID: 26-028-24-32-0049 CREATED BY DATE 50 SCALE IN FEET 250 S:\PROJECTS\TRANS\0400_HDR\T-00759\SURVEYS\CADD_FILES\PARCEL MAPS\62800 - EXHIBIT - PARCEL 108_REV-01.DWGLJF STONEBROOKE 11/25/2020 TEMPORARY CONSTRUCTION EASEMENT LEGEND NOTE: NOT A BOUNDARY SURVEY EXHIBIT A ENTIRE PARCEL 9,093 SF TEMPORARY CONSTRUCTION EASEMENT 2,675 SF Parcel Exhibit Template v2, 2.1.17 Address: 6613 Portland Ave S Owner: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD AGENDA SECTION:Consent Calendar AGENDA ITEM #3.B. STAFF RE P ORT NO. 9 HOUSING AND REDE V E LOP MENT AUT HORIT Y ME E T ING 2/16/2021 RE P O RT P RE PA RE D B Y: Julie Urban, Housing and Redevelopment Manager O TH E R D E PA RTM E NT RE V IE W: E X E C U TIV E D IRE C TO R RE V IE W: John S tark, E xecutive D irector 2/11/2021 I T E M F O R C O UNC I L C O NS I D E RAT IO N: Consideration of the adoption of a resolution approving several documents and authorizations relating to the construction financing for the Cedar P oint II apartments. E X E C UT IV E S UM M ARY: On September 17, 2018, the Housing and Redevelopment Authority (HRA) approved a Contract for Private Development (Contract) with NHH Companies, LLC, now doing business as C P I I Development, L L C (Original Developer), to redevelop a portion of the Cedar Point I I redevelopment area (63rd to 65th Street and 16th Avenue to Ric hfield Parkway ) with 218 market-rate apartment units. A n amendment to the Contract inc reasing the number of units to 237 was approved on Oc tober 19, 2020. The project is preparing to close on its construction financing and several items are needed to proceed with the c losing: 1. Assignment and Assumption Agreement: The Original D eveloper has entered into an agreement with Schafer Ric hardson to construct and manage the apartments (New Development Team). A new legal entity, Ry a Apartments, L L C, has been created to reflect the new partnership. The Original Developer and Old National Bank (Construction Lender) are asking that the Contract be assigned to the new legal entity. 2. Collateral Assignment and Subordination: The C onstruc tion Lender is asking the HRA to agree to subordinate the Contract and also the Right of Reverter and Right of First Refusal Agreement (Reverter) to the construction loan. 3. TI F Note E xecution: A second lender, B ridgewater Bank, will be purchasing the two Pay as You Go Tax I nc rement Financ e Notes (TI F Notes) in the amount of $4,305,200 and $590,800 and is asking the HRA to issue those TI F Notes. The issuanc e would be subjec t to the New Development Team submitting appropriate doc umentation of qualified costs. 4. Bridgewater S ubordination: Bridgewater B ank may also require a subordination of the HRA Contract. The proposed resolution authorizes the E xecutive D irec tor and HRA A ttorney to review and approve any additional subordination document that may be required before closing. 5. Release: The townhome portion of the C edar Point I I development also inc ludes a Right of Reverter and Right of First Refusal Agreement. That document was inadvertently rec orded against the apartment property and needs to be removed by filing the proposed release. None of these approvals relate to a substantive c hange to any agreements the HRA has made, they simply reassign roles and responsibilities to the parties that will now undertake the development. RE C O M M E ND E D AC T IO N: By motion: Adopt a resolution approving the following documents related to construction financing for the apartment component of the Cedar Point II redevelopment project: 1. Assignment and Assumption Agreement; 2. Collateral Assignment and Subordination of Contract for Private Development and Subordination of Purchase O ption and Right of First Refusal, and 3. Partial R elease of Right of Purchase and R ight of First Refusal Agr eement, and authorize the following actions by the Chair and Ex ecutiv e Dire ctor: 1. Execute a subordination agreement with R ya Apartments, L L C and B ridgewater B ank, upon approval of the agreement by the Executive D irector and Housing & Redevelopment Authority Attorney, and 2. Execute the T IF Notes upon the Executive Director's determination that the conditions for issuance of the Tax Increment Finance N otes have been met. B AS IS O F RE C O M M E ND AT IO N: A.H IS TOR IC AL C ON TEXT The HRA entered into a Contract for development of the apartment portion of the Cedar Point I I redevelopment project on September 17, 2018. The HRA approved an amendment to the Contrac t on October 19, 2020. The D eveloper has formed a New D evelopment Team and is seeking to form a new legal entity reflective of that Team. The HRA sold property to the Original D eveloper for both the townhome and apartment components of the development. The HRA retains the right to regain title to its former property through a Reverter, in the event that the construction doesn't proceed, although onc e construction lending is in plac e, the property is subject to the c onstruc tion lien(s). B.P OL IC IE S (resolutions, ordinances, regulations, statutes, etc): Under the terms of the Contract, the D eveloper may request that the HRA subordinate to the construction and/or permanent financ ing loan. The Contract may also be assigned to a different entity as long as all terms remain in force. C.C R IT IC AL T IMIN G ISSU E S: Closing on the construction loan is sc heduled for March, and the Assignment, Subordinations, Release and authorization of the TI F Note are required in order for c losing to occ ur. D.F IN AN C IAL IMPAC T: The C ontrac t and Reverter will be subordinate to the c onstruction loan. I f the projec t were to default on the C ontrac t, and the HRA had to employ the right to re-purc hase the land, the land would revert to the HRA but be subject to the lien from the construc tion loan. The HRA agreed to provide two TI F notes in the amount of $4,305,200 and $590,800. I ssuance would be dependent upon proof of qualified costs. At c losing on the c onstruc tion loan, the HRA will receive a $780,000 pay ment for acquisition costs inc urred to construct Richfield Parkway. E.L E GAL C ON S ID E R AT ION : The HRA retains its rights under the Contract. The HRA Attorney will approve the final form of all documents to be exec uted by the HRA Chair and E xecutive D irec tor. ALT E R N AT IV E R E C O MME N D AT IO N(S): Deny the request for any or all of the requested items. P R IN C IPAL PAR TIE S EXP E C T E D AT ME E T IN G: N/A AT TAC H ME N TS : D escripti on Type Resolution Resolution L etter A ssignment and A ssumption C ontract/A greement C ollateral A ssi gnment and S ubordination C ontract/A greement Release C ontract/A greement HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA RESOLUTION NO. ______ RESOLUTION APPROVING AGREEMENTS AND ASSIGNMENTS WITH RYA APARTMENTS LLC AND AUTHORIZING THE ISSUANCE OF A TAX INCREMENT LIMITED REVENUE NOTE WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota (the “Authority”) entered into a Contract for Private Development, dated September 17, 2018 (the “Original Agreement”), with NHH Companies, L.L.C. (“NHH”), as assigned by NHH to CPII Development LLC, a Minnesota limited liability company (“CPII Development”), pursuant to an Assignment of Contract for Private Development, dated January 15, 2019, as amended by the First Amendment to Contract for Private Development, dated September 16, 2019, between the Authority and CPII Development, and as further amended by the Second Amendment to Contract for Private Development, dated October 19, 2020 (collectively, the “Development Agreement”), between the Authority and CPII Development; and WHEREAS, pursuant to the Development Agreement, CPII Development, as the developer under the Development Agreement, agreed to acquire property within the Cedar Avenue Tax Increment Financing District (the “TIF District”), a redevelopment district within the Richfield Redevelopment Project, from the Authority (the “Development Property”) and construct a development which will include (i) multifamily housing with approximately 237 units; (ii) a parking ramp with approximately 188 spaces; and (iii) necessary public infrastructure, including streets and utilities (the “Minimum Improvements”); and WHEREAS, the Authority agreed to reimburse CPII Development for certain costs related to the Minimum Improvements, including but not limited to costs of land acquisition, parking ramp construction, site improvements, public infrastructure, and housing structures (the “Public Redevelopment Costs”), from tax increment generated from property within the TIF District; and WHEREAS, the Authority and CPII Development will enter into a Right of Purchase and Right of First Refusal Agreement (the “Right of Purchase and First Refusal Agreement”), with respect to the Development Property; and WHEREAS, CPII Development intends to assign to Rya Apartments LLC, a Minnesota limited liability company (“Rya Apartments”), all of its interest in and its rights and obligations under the Development Agreement and the Right of Purchase and First Refusal Agreement, and Rya Apartments desires to assume CPII Development’s interest in and rights and obligations as the “Developer” under the Development Agreement and the Right of Purchase and First Refusal Agreement; and WHEREAS, pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue tax increment notes for the purpose of financing a portion of the Public Redevelopment Costs, and such notes shall be payable from all or any portion of revenues derived from the TIF District and pledged to the payment of the bonds; and WHEREAS, pursuant to the Development Agreement, the Authority has proposed to issue to Rya Apartments two tax increment notes (the “TIF Notes”) in the maximum principal amount of $4,896,000 to reimburse Rya Apartments for the Public Redevelopment Costs; and 2 WHEREAS, to provide additional financing for the Minimum Improvements, Old National Bank, a national banking association (“Old National Bank”), has agreed to provide Rya Apartments with a construction loan (the “Old National Bank Loan”); and WHEREAS, as a condition to providing the Old National Bank Loan, Old National Bank will require that Rya Apartments assign its rights under the Development Agreement to Old National Bank, that the Authority subordinate certain of its rights under the Development Agreement and the Right of Purchase and First Refusal Agreement to Old National Bank’s rights under the mortgage executed to secure the Old National Bank Loan (the “Old National Bank Loan Mortgage”), and that the Authority subordinate certain of its rights under the Right of Purchase and First Refusal Agreement to Old National Bank’s rights under the Old National Bank Loan Mortgage; and WHEREAS, Rya Apartments is in the process of obtaining financing from Bridgewater Bank, a Minnesota banking corporation (“Bridgewater Bank”), for the Minimum Improvements (the “Bridgewater Bank Loan”); and WHEREAS, Rya Apartments and the Authority anticipate that Bridgewater Bank will require that Rya Apartments assign certain of its rights under the Development Agreement and its right to the TIF Note to Bridgewater Bank and that the Authority subordinate certain of its rights under the Development Agreement to Bridgewater Bank’s rights under the documents executed to secure the Bridgewater Bank Loan; and WHEREAS, there have been presented to the Board of Commissioners of the Authority (the “Board”) forms of the following agreements: (i) an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) between the Authority, Rya Apartments, and CPII Development pursuant to which CPII Development will assign to Rya Apartments, and Rya Apartments will assume, CPII Development’s rights and obligations under the Development Agreement and the Right of Purchase and First Refusal Agreement; and (ii) a Collateral Assignment and Subordination of Contract for Private Development and Subordination of Purchase Option and Right of First Refusal (the “Collateral Assignment and Subordination Agreement”) between Rya Apartments, the Authority, and Old National Bank, setting forth the terms of the assignment by Rya Apartments of its rights under the Development Agreement to the Old National Bank and the subordination of the Authority’s rights under the Development Agreement and the Right of Purchase and First Refusal Agreement to Old National Bank; and WHEREAS, the Authority intends to negotiate a subordination agreement with Rya Apartments and Bridgewater Bank (the “Bridgewater Bank Subordination Agreement”) setting forth the terms of the assignment of rights of Rya Apartments under the Development Agreement to Bridgewater Bank, including but not limited to the rights of Rya Apartments to the TIF Note and certain of the Authority’s rights under the Development Agreement; and WHEREAS, the Authority has determined the need to release the Right of Purchase and First Refusal Agreement related to the townhomes development (the “Release”) which was inadvertently recorded against the Development Property; and NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota as follows: Section 1. Assignments; Subordinations; Agreements. 1.01. The Board hereby consents to the assumption by Rya Apartments of the rights and obligations of CPII Development under the Development Agreement, and Rya Apartments shall be the developer under the Development Agreement (the “Developer”). 3 1.02. The Authority’s rights under the Development Agreement are hereby subordinated to the rights of Old National Bank under the Old National Bank Loan Mortgage, as set forth in the Collateral Assignment and Subordination Agreement. 1.03. The Assignment and Assumption Agreement, the Collateral Assignment and Subordination Agreement, and the Release are hereby in all respects authorized, approved, and confirmed, and the Chair and the Executive Director are hereby authorized and directed to execute the Assignment and Assumption Agreement, the Collateral Assignment and Subordination Agreement, and the Release for and on behalf of the Authority in substantially the forms now on file with the Executive Director but with such modifications as shall be deemed necessary, desirable, or appropriate, the execution thereof to constitute conclusive evidence of their approval of any and all modifications therein. 1.04. The Chair and the Executive Director are hereby authorized and directed to execute a subordination agreement (the “Bridgewater Bank Subordination Agreement”) with Rya Apartments and Bridgewater Bank for and on behalf of the Authority upon approval of a form of Bridgewater Bank Subordination Agreement by general counsel to the Authority and the Executive Director, the execution of such Bridgewater Bank Subordination Agreement to constitute conclusive evidence of the Authority’s approval of any and all modifications therein. The Bridgewater Bank Subordination Agreement shall include the specific terms of the Authority’s subordination of its rights under the Development Agreement to the rights of Bridgewater Bank under the documents to be executed to secure the Bridgewater Bank Loan. Section 2. The TIF Notes. 2.01. The Authority hereby approves and authorizes the Chair and Executive Director to execute the TIF Notes upon the Executive Director’s determination that the conditions for issuance of the TIF Notes set forth in Section 3.3 of the Development Agreement have been met. The TIF Notes shall be sold to the Developer with such terms provided in the Development Agreement. The Authority hereby delegates to the Executive Director the determination of the date on which the TIF Notes are to be delivered. The Authority shall receive in exchange for the sale of the TIF Notes the agreement of the Developer to pay or cause to be paid the Public Redevelopment Costs. 2.02. The TIF Notes shall be in substantially the form set forth in Exhibit B attached to the Development Agreement, with the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue. 2.03. The TIF Notes shall be issued as a single typewritten note numbered R-1. The TIF Notes shall be issuable only in fully registered form. Principal of the TIF Notes shall be payable by check or draft issued by the registrar described herein. Principal of the TIF Notes shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date (as defined in the Development Agreement), whether or not such day is a business day. 2.04. The Authority hereby appoints the Executive Director of the Authority to perform the functions of registrar, transfer agent and paying agent (the “Registrar”) for the TIF Notes. The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the TIF Notes and the registration of transfers and exchanges of the TIF Notes. 4 (b) Upon surrender for transfer of the TIF Notes duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new TIF Notes of a like aggregate principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing, the TIF Note shall not be transferred to any person other than an affiliate, or other related entity, of the Developer unless the Authority has been provided with an investment letter in a form substantially similar to the investment letter submitted by the Developer or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) Any TIF Notes surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (d) If the TIF Notes are presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such TIF Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) The Authority and the Registrar may treat the person in whose name a TIF Note is at any time registered in the bond register as the absolute owner of such TIF Note, whether the TIF Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of such TIF Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner’s order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such TIF Note to the extent of the sum or sums so paid. (f) For every transfer or exchange of a TIF Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. (g) In case a TIF Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new TIF Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated TIF Note or in lieu of and in substitution for such TIF Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of the TIF Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such TIF Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The TIF Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed TIF Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new TIF Note prior to payment. 2.05. The TIF Notes shall be prepared under the direction of the Executive Director and shall be executed on behalf of the Authority by the signatures of its Chair and Executive Director. In case any officer whose signature shall appear on the TIF Note shall cease to be such officer, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When each TIF Note has been so executed, it shall be delivered by the Executive Director to the Developer in accordance with the Development Agreement. Section 3. Security Provisions of the TIF Notes. 5 3.01. The Authority hereby pledges to the payment of the principal of the TIF Notes all Available Tax Increment (as defined in the Development Agreement and as further described in the TIF Notes). Available Tax Increment shall be applied to payment of the principal of the TIF Notes in accordance with the terms of Development Agreement and the form of the TIF Notes. 3.02. Until the date the TIF Notes are no longer outstanding and no principal thereof (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain a separate and special “Bond Fund” for each TIF Note to be used for no purpose other than the payment of the principal of the TIF Note. The Authority irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment, subject to the terms of the Development Agreement. Any Available Tax Increment remaining in either Bond Fund shall be transferred to the Authority’s account for the TIF District upon the payment of all principal to be paid with respect to the TIF Notes. Section 4. Miscellaneous. 4.01. The Chair and the Executive Director are hereby authorized to execute and deliver any and all documents deemed necessary to carry out the intentions of this resolution. 4.02. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Developer certified copies of all proceedings and records of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the TIF Notes as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. 4.03. This resolution shall be in full force and effect upon its adoption. Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota this 16th day of February, 2021. Mary B. Supple, Chair ATTEST: Maria Regan Gonzalez, Secretary 6 RC125-366 (JAE) 702283v1 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, made as of February 16, 2021 (the “Agreement”), is between CPII DEVELOPMENT LLC, a Minnesota limited liability company (the “Assignor”), RYA APARTMENTS, LLC, a Minnesota limited liability company (the “Assignee”), and the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA, a public body corporate and politic of the State of Minnesota (the “Authority”). RECITALS WHEREAS, the Authority has established the Cedar Avenue Tax Increment Financing District (the “TIF District”), a redevelopment district within the Richfield Redevelopment Project (the “Redevelopment Project”) in the City of Richfield, Minnesota (the “City”), pursuant to Minnesota Statutes, Sections 469.174 to 469.1794, as amended, and Laws of Minnesota 2005, Chapter 152, Article 2, Section 25, as amended by Laws of Minnesota 2017, 1st Special Session, Chapter 1, Article 6, Section 18, in order to facilitate redevelopment of certain property in the Redevelopment Project and promote the development of affordable housing within the City; and WHEREAS, the Authority entered into a Contract for Private Development, dated September 17, 2018, with NHH Companies L.L.C., a Minnesota limited liability company (“NHH”), as assigned by NHH to the Assignor pursuant to an Assignment of Contract for Private Development, dated January 15, 2019, as amended by the First Amendment to Contract for Private Development, dated September 16, 2019, between the Authority and the Assignor, and as further amended by the Second Amendment to Contract for Private Development, dated October 19, 2020 (collectively, the “Development Agreement”), between the Authority and the Assignor; and WHEREAS, pursuant to the Development Agreement, the Assignor, as the Developer under the Development Agreement, agreed to acquire property within the TIF District from the Authority, which is legally described in EXHIBIT A attached hereto, and construct a development which will include (i) multifamily housing with approximately 237 units; (ii) a parking ramp with approximately 188 spaces; and (iii) necessary public infrastructure, including streets and utilities; and WHEREAS, the Assignor desires to assign to the Assignee all of its interest in and its rights and obligations under the Development Agreement as of the date hereof, and the Assignee desires to assume the Assignor’s interest in and rights and obligations as the “Developer” under the Development Agreement from and after the date hereof, all as more particularly set forth in this Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 2 1. Definitions. All capitalized terms not defined herein shall have the meanings given such terms in the Development Agreement. 2. Amendment to Development Agreement. Notwithstanding Section 10.3 of the Development Agreement, the Authority, the Assignor, and the Assignee all understand and acknowledge that the Project will consist of a multifamily housing development with approximately 237 market rate units. 3. Assignment and Assumption of Development Agreement. Section 8.2 of the Contract allows the Assignor to assign its rights and duties under the Development Agreement to another entity if: (a) the proposed transferee has the qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in the Development Agreement by the Assignor; and (b) any proposed transferee expressly assumes all of the obligations of the Assignee under the Development Agreement and agrees to be subject to all the conditions and restrictions to which the Assignor is subject. The Assignor hereby assigns to the Assignee all of its interest in the Development Agreement and its rights and obligations under the Development Agreement. The Assignee hereby accepts such rights and assumes such obligations, subject to the terms of this Agreement. The Authority acknowledges and consents to such assignment. 4. Assignment and Assumption of Right of Purchase and First Refusal. The Assignor hereby assigns to the Assignee all of its interest in the Right of Purchase and Right of First Refusal Agreement dated as of ________, 2021, between the Authority and the Assignor and its rights and obligations under the Right of Purchase and First Refusal. The Assignee hereby accepts such rights and assumes such obligations, subject to the terms of this Agreement. The Authority acknowledges and consents to such assignment. 5. Covenants of the Assignee. The Assignee expressly assumes all of the obligations, rights and interests of the Assignor as the “Developer” under the Development Agreement, and the Assignee agrees to be subject to all the conditions and restrictions to which the Assignor is subject under the Development Agreement. 6. Release of Assignor. This Agreement shall be deemed to release and discharge the Assignor from any obligations of the “Developer” under the Development Agreement, such obligations having been assumed by the Assignee. 7. Assignee Address. For purposes of notice under the Development Agreement, the Assignee’s address is: Rya Apartments, LLC 900 North Third Street Minneapolis, MN 55401 Attn: ___________________ 8. Governing Law. It is agreed that this Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Minnesota. 9. Entirety of Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 3 10. Modification. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 11. Execution in Counterparts. This Agreement may be executed, acknowledged and delivered in any number of counterparts and each of such counterparts shall constitute an original but all of which together shall constitute one agreement. (The remainder of this page is intentionally left blank.) S-1 IN WITNESS WHEREOF, the Assignor, the Assignee, and the Authority have caused this Assignment and Assumption Agreement to be executed as of the date and year first written above. ASSIGNOR: CPII DEVELOPMENT LLC By Its STATE OF MINNESOTA ) ) SS. COUNTY OF _________ ) The foregoing instrument was acknowledged before me this _________________, 2021, by ______________________________, the _____________________________ of CPII Development LLC, a Minnesota limited liability company, on behalf of the Assignor. Notary Public This instrument drafted by: Kennedy & Graven, Chartered (JAE) 150 South Fifth Street, Suite 700 Minneapolis, MN 55402-1299 612-337-9300 S-2 Execution page of the Assignee to the Assignment and Assumption Agreement, dated as of the date and year first written above. ASSIGNEE: RYA APARTMENTS, LLC By Its STATE OF MINNESOTA ) ) SS. COUNTY OF _________ ) The foregoing instrument was acknowledged before me this _________________, 2021, by ______________________________, the _____________________________ of Rya Apartments, LLC, a Minnesota limited liability company, on behalf of the Assignee. Notary Public S-3 Execution page of the Authority to the Assignment and Assumption Agreement, dated as of the date and year first written above. AUTHORITY: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA By Its Chair By Its Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _________________, 2021, by Mary B. Supple, the Chair of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, a public body corporate and politic of the State of Minnesota, on behalf of the Authority. Notary Public STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _________________, 2021, by John Stark, the Executive Director of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, a public body corporate and politic of the State of Minnesota, on behalf of the Authority. Notary Public A-1 EXHIBIT A LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY Lots 1 and 2, Block 1, RF64, Hennepin County, Minnesota RC125-366 (JAE) 699670v1 COLLATERAL ASSIGNMENT AND SUBORDINATION OF CONTRACT FOR PRIVATE DEVELOPMENT AND SUBORDINATION OF PURCHASE OPTION AND RIGHT OF FIRST REFUSAL THIS COLLATERAL ASSIGNMENT AND SUBORDINATION OF CONTRACT FOR PRIVATE DEVELOPMENT AND SUBORDINATION OF PURCHASE OPTION AND RIGHT OF FIRST REFUSAL (this “Assignment”) is made and entered into as of the ____ day of February, 2021, by and among the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA, a public body corporate and politic under the laws of the State of Minnesota (the “Authority”), RYA APARTMENTS, LLC, a Minnesota limited liability company (the “Developer”), and OLD NATIONAL BANK, a national banking association (the “Lender”). Recitals WHEREAS, the Authority and NHH Companies L.L.C., a Minnesota limited liability company (“NHH”) are parties to that certain Contract for Private Development dated as of September 17, 2018 (the “Original Development Agreement”), pertaining to, among other things, the construction of a 237-unit market rate multifamily apartment complex (the “Project”), to be located on property legally described on Exhibit A attached hereto and hereby made a part hereof (the “Property”); and WHEREAS, the Original Development Agreement was assigned to CPII Development LLC, a Minnesota limited liability company (“CPII”), pursuant to an Assignment of Contract for Private Development dated as of January 15, 2019 (the “First Assignment”), by and among the Authority, NHH and CPII; and WHEREAS, Original Development Agreement was amended pursuant to that certain First Amendment to Contract for Private Development dated as of September 16, 2019 (the “First Amendment”), by and between the Authority and CPII and by that certain Second Amendment to Contract for Private Development dated as of October 19, 2020 (the “Second Amendment”), by and between the Authority and CPII; and WHEREAS, the Original Development Agreement, the First Amendment, and the Second Amendment were assigned to the Developer pursuant to that certain Assignment and Assumption Agreement dated February 16, 2021 (the “Second Assignment”, together with the Original Development Agreement, the First Assignment, the First Amendment, and the Second Borrower: Rya Apartments, LLC Loan No. ________ Loan Date: February ___, 2021 Document Title: Collateral Assignment and Subordination of Contract for Private Development and Subordination of Purchase Option and Right of First Refusal 2 Amendment are collectively referred to, and as may be further amended from time to time, the “Development Agreement”), by and among the Authority, CPII, and the Developer; and WHEREAS, CPII and the Authority have also entered into that certain Right of Purchase and Right of First Refusal Agreement dated as of _________, 2021, which such agreement was assigned to the Developer pursuant to that certain Assignment and Assumption Agreement dated ____________, 2021, by and among CPII, the Authority and the Developer (collectively, the “Right of Purchase and Right of First Refusal Agreement”), pursuant to which the Developer has granted to the Authority the option to purchase the Property (“Purchase Option”) and a right of first refusal to purchase the Property (“Right of First Refusal”) as set for in the Right of Purchase and Right of First Refusal Agreement; and WHEREAS, the Developer and the Lender have entered into that certain Construction Loan Agreement of even date herewith (as amended from time to time, the “Loan Agreement”), pursuant to which the Lender has agreed to make a construction loan to the Developer in the original principal amount of $________ (the “Loan”) evidenced by a Real Estate Note in the original principal amount of $__________ (as amended or amended and restated from time to time, the “Note”) and payable to the order of the Lender; and WHEREAS, the Note is secured by that certain Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents of even date herewith (as amended from time to time, the “Mortgage”), executed by the Developer in favor of the Lender and encumbering the Property; and WHEREAS, the Mortgage has been filed of record in Hennepin County concurrently herewith; and WHEREAS, the Lender has required, as an express condition to entering into the Loan Agreement, that (a) the Developer assign its rights under the Development Agreement to the Lender to secure the obligations of the Developer under the Note, the Loan Agreement and the Mortgage, (b) that certain rights of the Authority under the Development Agreement be subordinated to the Mortgage, and (c) that certain rights of the Authority under the Right of Purchase and Right of First Refusal Agreement be subordinated to the Mortgage; and NOW, THEREFORE, in consideration of the recitals set forth above and incorporated herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Developer hereby agrees as follows: 1. Capitalized terms used herein but not otherwise defined herein shall have the meaning set forth in the Loan Agreement. 2. The Developer hereby assigns to the Lender all of its right, title and interest in and to the Development Agreement, together with all documents and agreements attached as exhibits thereto, and all amendments, addenda and modifications thereof, whether made now or hereafter, Borrower: Rya Apartments, LLC Loan No. ________ Loan Date: February ___, 2021 Document Title: Collateral Assignment and Subordination of Contract for Private Development and Subordination of Purchase Option and Right of First Refusal 3 to secure the obligations of the Developer under the Note, the Loan Agreement and the Mortgage. 3. The Developer hereby represents and warrants that there have been no prior assignments of its rights under the Development Agreement (other than to Lender), that the Development Agreement is a valid and enforceable agreement, that neither the Authority nor the Developer is in default thereunder and that all covenants, conditions and agreements have been performed as required therein, except those not to be performed until after the date hereof. The Developer agrees not to sell, assign, pledge, mortgage or otherwise transfer or encumber its interest in the Development Agreement as long as this Assignment is in effect. The Developer hereby irrevocably constitutes and appoints the Lender as its attorney-in-fact to demand, receive and enforce the Developer’s rights under the Development Agreement for and on behalf of and in the name of the Developer or, at the option of the Lender, in the name of the Lender, with the same force and effect as the Developer could do if this Assignment had not been made. 4. This Assignment shall constitute a perfected, absolute and present assignment, provided that the Lender shall have no right under this Assignment to enforce the provisions of the Development Agreement or exercise any rights or remedies under this Assignment until an Event of Default shall occur and be continuing. 5. Upon the occurrence of an Event of Default, without affecting any of the Lender’s rights or remedies against the Developer under any other instrument or agreement, the Developer shall be deemed to have irrevocably appointed the Lender as the Developer’s attorney-in-fact to exercise any or all of the Developer’s rights in, to and under this Assignment and to give appropriate receipts, releases and satisfactions on behalf of the Developer in connection with the performance by any party to the Development Agreement and to do any or all other acts in the Developer’s name or in the Lender’s own name that the Developer could do under the Development Agreement with the same force and effect as if this Assignment had not been made. In addition, the Lender shall have the right to exercise and enforce any and all rights and remedies available after a default to a secured party under the Uniform Commercial Code as adopted in the State of Minnesota. If notice to the Developer of any intended disposition of collateral or of any intended action as required by law in any particular instance, such notice shall be deemed commercially reasonable if given in writing at least ten (10) days prior to the intended disposition or other action. The Developer hereby authorizes the Lender to deliver a copy of this Assignment to any other party to the Development Agreement to verify the rights granted to the Lender hereunder. The Authority is authorized and directed by the Developer to tender performance of its obligations under the Development Agreement to the Lender upon presentation of a copy of this Assignment. 6. The Authority hereby consents and agrees to the terms and conditions of this Assignment. The Authority further represents and warrants to the Lender that the Development Agreement is a valid agreement enforceable in accordance with its terms, that the Authority is not in default hereunder and that all covenants, conditions and agreements have been performed as required therein, except those not to be performed until after the date thereof. Borrower: Rya Apartments, LLC Loan No. ________ Loan Date: February ___, 2021 Document Title: Collateral Assignment and Subordination of Contract for Private Development and Subordination of Purchase Option and Right of First Refusal 4 7. The Authority agrees to provide the Lender with copies of any notice of default given under the Development Agreement, and agrees that the Lender shall have the right, but not the obligation, to cure such default within the time period set forth in the Development Agreement. 8. The parties agree that no change or amendment that would materially and adversely affect the amount or timing of receipt of any tax increment financing shall be made to terms of the Development Agreement without the prior written consent of the Lender. 9. The Authority acknowledges that the rights of the Authority with respect to receipt and application of any proceeds of insurance as set forth in Article V of the Development Agreement shall, in all respects, be subject and subordinate to the rights of the Lender under the Mortgage. 10. Notwithstanding the provisions of Article VI of the Development Agreement, the Authority acknowledges that the agreements by the Developer to pay real estate taxes as set forth in Section VI or to reimburse the Authority for tax increment financing under Section 3.5 and Article VI of the Development Agreement are not the personal obligations of, nor shall any such provision of Article VI impose any personal obligation upon, the Lender, except to the extent the Lender assumes the Developer’s obligations under the Development Agreement and seeks to enforce the Developer’s rights thereunder after an Event of Default as described in Section 5 hereof. 11. The Authority hereby approves the construction financing obtained by the Developer with the Lender pursuant to Section 7.1(b) of the Development Agreement. 12. The Authority hereby agrees that its right of revesting title to the Property and reversionary rights, as described in Section 9.4 of the Development Agreement (such right hereafter referred to herein as the “Right of Revesting”), shall be subject and subordinate to the Mortgage in all respects. The Authority acknowledges and agrees that the Right of Revesting will be extinguished without further action upon (i) the foreclosure of the Mortgage and the expiration of the redemption period, or (ii) transfer of title to the Property to the Lender or one of its designees pursuant to a deed in lieu of foreclosure. The Authority hereby agrees that prior to [February ___, 2024], it shall not exercise the Right of Revesting unless it pays the outstanding amount of the Loan in full on or prior to the date it exercises the Right of Revesting. 13. The Authority hereby agrees that the Purchase Option under Section 3 of the Right of Purchase and Right of First Refusal Agreement and the Right of First Refusal under Section 4 of the Right of Purchase and Right of First Refusal Agreement shall be subject and subordinate to the Mortgage in all respects. The Authority acknowledges and agrees that the Purchase Option and Right of First Refusal will be extinguished without further action upon (i) the foreclosure of the Mortgage and the expiration of the redemption period, or (ii) transfer of title to the Property to the Lender or one of its designees pursuant to a deed in lieu of foreclosure. The Authority hereby agrees that prior to [February ___, 2024], it shall not exercise the Purchase Borrower: Rya Apartments, LLC Loan No. ________ Loan Date: February ___, 2021 Document Title: Collateral Assignment and Subordination of Contract for Private Development and Subordination of Purchase Option and Right of First Refusal 5 Option unless it pays the outstanding amount of the Loan in full on or prior to the date it exercises the Purchase Option. 14. This Assignment can be waived, modified, amended, terminated or discharged only explicitly in a writing signed by the Lender. A waiver by the Lender shall be effective only in the specific instance and for the specific purpose given. Mere delay or failure to act shall not preclude the exercise or enforcement of any of the Lender’s rights or remedies hereunder. All rights and remedies of the Lender shall be cumulative and shall be exercised singularly or concurrently, at the Lender’s option, and any exercise or enforcement of any one such right or remedy shall neither be a condition to nor bar the exercise or enforcement of any other. 15. Except as expressly provided by this Assignment, no provision of this Assignment shall be deemed or construed to alter, amend or modify, in any way, the rights and obligations of the Authority against the Developer as set forth and contained in the Development Agreement. 16. Any notice, request, demand or other communication hereunder shall be deemed duly given if delivered or postage prepaid, certified or registered, addressed to the party as set forth below: If to the Authority: The Housing and Redevelopment Authority in and for the City of Richfield, Minnesota 6700 Portland Avenue South Richfield, Minnesota 55423 Attention: Community Development Director If to the Developer: Rya Apartments, LLC 900 North Third Street Minneapolis, Minnesota 55401 Attention: Bradley Schafer If to the Lender: Old National Bank 10710 Town Square Drive NE Blaine, Minnesota 55449 Attention: Kevan Hanson 17. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. Borrower: Rya Apartments, LLC Loan No. ________ Loan Date: February ___, 2021 Document Title: Collateral Assignment and Subordination of Contract for Private Development and Subordination of Purchase Option and Right of First Refusal 6 IN WITNESS WHEREOF, the Developer has caused this Assignment to be duly executed as of February ____, 2021. 13930.311 21071991v1 [REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE TO COLLATERAL ASSIGNMENT AND SUBORDINATION OF CONTRACT FOR PRIVATE DEVELOPMENT AND SUBORDINATION OF PURCHASE OPTION AND RIGHT OF FIRST REFUSAL] HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA By: Name: Its: Chair By: Name: Its: Executive Director STATE OF MINNESOTA ) ) ss COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of February, 2021, by _Mary B. Supple, the Chair of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, for and on behalf of the Authority. Notary Public STATE OF MINNESOTA ) ) ss COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of February, 2021, by John Stark, the Executive Director of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, for and on behalf of the Authority. Notary Public [SIGNATURE PAGE TO COLLATERAL ASSIGNMENT AND SUBORDINATION OF CONTRACT FOR PRIVATE DEVELOPMENT AND SUBORDINATION OF PURCHASE OPTION AND RIGHT OF FIRST REFUSAL] RYA APARTMENTS, LLC, a Minnesota limited liability company By: Name: Its: STATE OF MINNESOTA ) ) COUNTY OF ) The foregoing instrument was acknowledged before me this ____ day of February, 2021, by _________________, the _________________ of Rya Apartments, LLC, a Minnesota limited liability company, for and on behalf of the limited liability company. Notary Public [SIGNATURE PAGE TO COLLATERAL ASSIGNMENT AND SUBORDINATION OF CONTRACT FOR PRIVATE DEVELOPMENT AND SUBORDINATION OF PURCHASE OPTION AND RIGHT OF FIRST REFUSAL] OLD NATIONAL BANK, a national banking association By: Name: Kevan Hanson Its: Senior Vice President STATE OF MINNESOTA ) ) ss COUNTY OF ANOKA ) The foregoing instrument was acknowledged before me this ____ day of February 2021, by Kevan Hanson, a Senior Vice President of Old National Bank, a national banking association, for and on behalf of the national banking association. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Winthrop & Weinstine, P.A. (TJK) 225 South Sixth Street, Suite 3500 Minneapolis, Minnesota 55402-4629 Borrower: Rya Apartments, LLC Loan No. ________ Loan Date: February ____, 2021 Document Title: Collateral Assignment of Contract for Private Development EXHIBIT A (Legal Description) Lots 1 and 2, Block 1, RF64, Hennepin County, Minnesota PARTIAL RELEASE OF RIGHT OF PURCHASE AND RIGHT OF FIRST REFUSAL AGREEMENT WHEREAS, Cedar Point Investments LLC, a Minnesota limited liability company (the “Developer”), executed a Right of Purchase and First Refusal Agreement, dated September 17, 2018 (the “Agreement”), for the benefit of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, a public body corporate and politic under the laws of the State of Minnesota (the “Authority”), filed on November 24, 2020, in the Office of the County Recorder of Hennepin County, Minnesota as Document No. A10866105, upon certain real property legally described in Exhibits A and B attached thereto (together, the “Property”); and WHEREAS, the parties to the Agreement have determined that the Agreement was inadvertently recorded against the property legally described in EXHIBIT A attached hereto (the “Released Property”); and NOW, THEREFORE, this is to certify that the Agreement is hereby released absolutely and forever insofar as it applies to the Released Property, and the County Recorder of Hennepin County, Minnesota is hereby authorized to accept the filing of this instrument to be a conclusive determination of the termination of the Agreement as to the Released Property. Dated: _______________, 2021 S-1 IN WITNESS WHEREOF, the Authority has executed this Partial Release of Right of Purchase and Right of First Refusal Agreement as of the date and year first written above. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA By Its Chair By Its Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ______________, 2021, by Mary B. Supple, 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 ______________, 2021, by John Stark, 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 document was drafted by: Kennedy & Graven, Chartered (JAE) 150 South Fifth Street, Suite 700 Minneapolis, MN 55402 A-1 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY TO BE RELEASED Lots 1 and 2, Block 1, RF64, according to the recorded plat thereof, Hennepin County, Minnesota. RC125-366 (JAE) 702692v1 AGENDA SECTION:OTHER BUSINESS AGENDA ITEM #5. STAFF RE P ORT NO. 10 HOUSING AND REDE V E LOP MENT AUT HORIT Y ME E T ING 2/16/2021 RE P O RT P RE PA RE D B Y: K ate A i tchi son, Housing S pecialist O TH E R D E PA RTM E NT RE V IE W: E X E C U TIV E D IRE C TO R RE V IE W: John S tark, E xecutive D irector 2/11/2021 I T E M F O R C O UNC I L C O NS I D E RAT IO N: Consider a request for a deferred loan settlement in the amount of $3,000 to satisfy a deferred loan issued to Clare Zweber at 6905 Xerxes Avenue S outh. E X E C UT IV E S UM M ARY: I n 1994, Clare Zweber received a Deferred Loan for $9,550 from the Richfield Housing and Redevelopment Authority (HRA ) to make improvements to her home at 6905 Xerxes Avenue South. Rec ently, Clare has been suffering with mid-stage dementia and is no longer able to live independently in her own home. Her family has power of attorney over her affairs and is in the process of transitioning her to Village Shores in Richfield. They would take the proc eeds from the sale of her home, along with the remaining $6,550 from her HRA lien, to pay for her ongoing c are in the coming y ears. The estate is requesting to pay a settlement amount of $3,000 to satisfy Clare's D eferred Loan. This would allow the HRA to rec apture 31% of its original investment from 1994. RE C O M M E ND E D AC T IO N: By motion: Approve a loan settlement in the amount of $3,000 for Clare Zweber at 6905 Xerxes Avenue South. B AS IS O F RE C O M M E ND AT IO N: A.H IS TOR IC AL C ON TEXT I n 1994 Ms. Zweber rec eived a Deferred Loan from the Richfield HRA in an amount of $9,550. This loan c overed upgrades to the siding, windows and front door. The maturity date for Ms. Zweber's loan is Marc h 1, 2024. Ms. Zweber's dementia has been progressing and she began looking to transition out of her home in early 2020. The family was able to secure plac ement at Village Shores late last year and Ms. Zweber will be moving in later this month. Ms. Zweber has a purchase agreement to sell the home for $228,000 to a relative. Closing date is February 24, 2021. B.P OL IC IE S (resolutions, ordinances, regulations, statutes, etc): The D eferred Loan Program provides loans to homeowners earning less than 80 perc ent of the Twin Cities Area Median I ncome (A MI ) to make repairs and improvements that address health, safety and/or property maintenanc e items. Most rec ipients of the D eferred Loan earn less than 50 percent of the Twin Cities A MI . The entire loan amount is due and payable if the property is sold within the 30-year period, regardless of the number of years remaining on the loan. The HRA has granted five settlement requests or forgiveness requests in the past five y ears: Y E A R LI EN AMOUNT A MOUNT RE PA I D % RE C A P TURE D 2019 $15,000 $ 0.00* 0% 2018 $24,276 $1,180.00 4.8% 2018 $18,463 $3,077.00*16.6% 2017 $10,000 $2,000.00 20.0% 2016 $10,345 $1,000.00 9.7% *Some loan settlements ended in forclosure or exceeded the agreed upon amount of repayment. C.C R IT IC AL T IMIN G ISSU E S: Closing on the sale of the home is sc heduled for February 24, 2021. Ms. Zweber is scheduled to move in to her new home on February 25, 2021. D.F IN AN C IAL IMPAC T: Funds from repaid deferred loans are returned to Hennepin County to be used for future loans. Ms. Zweber has no other liens against her property. The proceeds for the sale of her home will be used to pay for her continuum of care in the c oming y ears. E.L E GAL C ON S ID E R AT ION : None. ALT E R N AT IV E R E C O MME N D AT IO N(S): Do not approve the settlement request for Clare Zweber's D eferred Loan at 6905 X erxes Avenue South. P R IN C IPAL PAR TIE S EXP E C T E D AT ME E T IN G: AT TAC H ME N TS : D escripti on Type Request for S ettlement of HRA loan B ackup Materi al From:Mark Zweber To:Richfield Housing Specialist; Kate Aitchison Cc:Jan Subject:Clare Zweber Housing and Redevelopment loan Date:Tuesday, February 9, 2021 12:51:25 PM Attachments:Clare Zweber Payoff - City of Richfield.pdf Clare Zweber Xerxes Title Commitment 2-2021.pdf Ms. Aitchison: You talked to my sister Jan Zweber earlier today regarding a possible loan forgiveness for our sister Clare Zweber. Property address: 6905 Xerxes Ave. S., Richfield Homeowner: Clare M. Zweber Homeowners representatives: Mark Zweber Jan Zweber 952 994-1935 OR 952 281-6334 markzweber@gamil.com janzweber@gmail.com Clare is in the early to mid stage of dementia and is no longer capable to live safely in her home. We have arranged to sell her home to Clares nephew for $228,000 which is market price. The Housing and Redevelopment loan of $9,550.00 is the only encumbrance so we acknowledge she does have a fair amount of equity coming out. We are asking for some loan forgiveness because it has been 27 years since the work was completed that the loan was given for. She is relatively close to the 30 year date of total loan forgiveness. Her home is her primary asset and even though she will net somewhere about $212,000 that will get used fairly quickly with the high cost of Senior Assisted living. She will be moving into Village Shores in Richfield. If the payoff could be reduced to say $3,000 that $6,550 would pay several months of the cost. I apologize as I am unable to scan documents but I believe the above tells you all of the details. I will attach the Title Commitment. Anything that can be done would be appreciated and if you want to call me please do so. Sincerely and Thank you Mark Zweber