Board of Commissioners Packet - About the Dakota County CDA

Board of Commissioners Packet May 21, 2019

3:30 p.m. - Regular Meeting

CDA Office, 1228 Town Centre Drive, Eagan

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REGULAR BOARD MEETING May 21, 2019 – 3:30 p.m.

Dakota County CDA, 1228 Town Centre Drive, Eagan, MN 55123

AGENDA PAGE#

1. ROLL CALLA. Audience

Anyone in the audience wishing to address the CDA Board on an item not on the agenda or an item on the consent agenda may come forward at this time. Comments are limited to five minutes.

2. APPROVAL OF AGENDA AND MEETING MINUTES April 16, 2019 Regular CDA Board Meeting Minutes 2

3. FEDERAL PUBLIC HOUSING AND HOUSING CHOICE VOUCHER AGENDA

CONSENTA. Approve Updated Payment Standards Schedule For The Housing Choice Voucher Program 8

4. CONSENT AGENDA

A. Approve Record Of Disbursements – April 2019 10

B. Authorize Executive Director To Enter Into A Purchase Agreement For Approximately 4.85 Acres OfOutlot A Valley Ridge Senior Housing, Burnsville 13

C. Authorize HOME Loan And Tax Increment Financing Loan, And Local Housing Incentives AccountFunds For Cahill Place, And Authorize Execution Of Related Documents 29

D. Authorization To Execute Local Housing Incentives Account (LHIA) Grant Agreement WithMetropolitan Council For Cahill Place Apartments Development 34

5. REGULAR AGENDA

A. Continue Public Hearing To Receive Comments And Authorize Executive Director To Enter Into APurchase Agreement For Approximately 1.36 Acres Of Property In West St. Paul 51

B. Conduct Public Hearing To Receive Comments And Authorize Executive Director To Enter Into APurchase Agreement For The Vacant Lot At 711 13th Avenue North, South St. Paul 66

C. Approve Contingent Award Of HOPE And HOME Funds For Prairie Estates And Authorize TheExecution Of Related Documents And Budget Amendments 99

D. Adopt Amended Redevelopment Incentive Grant (RIG) Program Policy 102

E. Presentation Of The Proposed Budget And Plan For The Fiscal Year Ending June 30, 2020 113

F. Executive Director’s Update – Informational

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6. INFORMATION 7. ADJOURNMENT

For more information, call 651-675-4432.

Dakota County CDA Board meeting agendas are available online at: http://www.dakotacda.org/board_of_commissioners.htm

Next CDA Board Meeting: June 18, 2019 – Regular Meeting starting at 3:30 p.m. Dakota County CDA Boardroom, 1228 Town Centre Drive, Eagan, MN 55123

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CDA Board of Commissioners Regular Board Meeting

April 16, 2019

Dakota County CDA, 1228 Town Centre Drive, Eagan, MN 55123

Commissioner Gerlach called the meeting to order at 3:30 p.m.

COMMISSIONER ROLL CALL

CDA staff in attendance: Tony Schertler, Executive Director Kari Gill, Deputy Executive Director Sara Swenson, Director of Administration and Communications Kaili Braa, Assistant Director of Administration and Communications Lisa Alfson, Director of Community and Economic Development Maggie Dykes, Assistant Director of Community and Economic Development Kathy Kugel, Housing Finance Coordinator Lisa Hohenstein, Director of Housing Assistance Sarah Rensenbrink, Assistant Director of Housing Assistance Neal Hildebrandt, Assistant Director of Property Management Ken Bauer, Director of Finance Chris Meyer, Assistant Director of Finance Anne Pillsbury, Compliance & Landlord Relations Manager Travis Finlayson, Program Manager Mohamed Webo, Housing Specialist Loriane McCarty, Housing Specialist

Others in attendance: Matt Smith, Dakota County Jay Stassen, Dakota County Kelly Harder, Dakota County Steve Mielke, Dakota County Mark Jacobs, Dakota County Laurie Crow, Open To Business Madeline Kastler, Dakota County George Fischer, Dakota County Andrew Schmidt, AMEK Custom Builders Jeremy Larson, Hampton Companies Brian Pankratz, CBRE

AUDIENCE

No audience members addressed the Board at this time.

APPROVAL OF AGENDA AND MEETING MINUTES

19-6121 Approval Of Agenda And Meeting Minutes

BE IT RESOLVED, by the Dakota County Community Development Agency Board of Commissioners that

Present Absent Commissioner Slavik, District 1 X Left at 4:50 p.m. Commissioner Gaylord, District 2 X Commissioner Egan, District 3 X Commissioner Atkins, District 4 X Commissioner Workman, District 5 X Commissioner Holberg, District 6 X Commissioner Gerlach, District 7 X Commissioner Cummings, At Large X Arrived at 3:33 p.m.

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the agenda for the April 16, 2019 Regular CDA Board meeting be approved as written.

BE IT FURTHER RESOLVED, by the Dakota County Community Development Agency Board of Commissioners that the minutes for the March 19, 2019, Annual and Regular CDA Board meetings be approved as written

Motion: Commissioner Slavik Second: Commissioner Holberg

Ayes: 7 Nays: 0 Abstentions: 0

Yes No Absent Abstain Slavik X Gaylord X Egan X Atkins X Workman X Holberg X Gerlach X Cummings X

FEDERAL PUBLIC HOUSING AND HOUSING CHOICE VOUCHER AGENDA

No Items

CONSENT AGENDA

19-6122 Approve Record of Disbursements – March 2019

BE IT RESOLVED, by the Dakota County Community Development Agency Board of Commissioners, That the March 2019 Record of Disbursements is approved as written.

19-6123 Approve Amendments To The Fiscal Year Ended June 30, 2019 Operating Budget

WHEREAS, the Dakota County CDA has adopted an operating budget for the Fiscal Year Ended June 30, 2019; and

WHEREAS, CDA budget policy requires that a listing of budget transfers approved by the Executive Director be presented to the Board of Commissioners.

NOW, THEREFORE, BE IT RESOLVED by the Dakota County Community Development Agency Board of Commissioners, That the budget amendments approved by the Executive Director for the Fiscal Year Ended June 30, 2019 pursuant to the requirements of CDA budget policy are affirmed by the CDA Board.

19-6124 Authorize Repurchase of 711 – 13th Avenue North, South St. Paul and Amend Budget

WHEREAS, 711 13th Avenue North, South St. Paul was sold to HHK Homes LLC on September 20, 2018; and

WHEREAS, HHK Homes LLC is unable to perform; and

WHEREAS, the Repurchase Agreement provides the CDA with the first option to repurchase the property for the price the parcel was originally sold.

NOW, THEREFORE, BE IT RESOLVED by the Dakota County Community Development Agency Board of Commissioners, That the Executive Director or his designee is hereby authorized and directed to take such actions as are necessary and appropriate to repurchase 711 13th Avenue North, South St. Paul; and

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BE IT FURTHER RESOLVED, that the fiscal year 2019 operating budget be amended to include an additional $45,000 of budget authority in HD&R Fund for land acquisition and related costs associated with the acquisition.

19-6125 Establish Date For a Public Hearing Regarding The Disposition Of Property In South St. Paul

WHEREAS, the Dakota County CDA sold and will repurchase Lot 7, Block 1 Thompson Heights (711 13th Avenue North, South St Paul) from HHK Homes LLC; and

WHEREAS, the CDA is interested in selling the single-family lot and will release the Requrest for Proposal on April 17, 2019 with responses due on or before May 3, 2019; and

WHEREAS, the CDA is anticipating hat there will be interest and an offer will be received; and

WHEREAS, staff will be evaluating the proposals received; and

WHEREAS, Minnesota Statutes 463.105, subds. 1, 2, and 4 requires a public hearing regarding the terms of a sale of real property that is no longer needed by the CDA

NOW, THEREFORE, BE IT RESOLVED by the Dakota County Community Development Agency Board of Commissioners, That;

1. A public hearing regarding the disposition of Lot 7, Block 1 Thompson Heights in South St. Paulwill be held by the CDA on May 21, 2019 at or after 3:30 p.m. in the CDA’s main office.

2. The Executive Director or his designee is hereby authorized and directed to cause notice ofsuch public hearing in substantially the form attached hereto to be published in a newspaper ofgeneral circulation in Dakota County not less than twenty (20) days prior to such hearing.

Motion: Commissioner Egan Second: Commissioner Holberg


Yes No Absent Abstain Slavik X Gaylord X Egan X Atkins X Workman X Holberg X Gerlach X

REGULAR AGENDA

Conduct Public Hearing To Receive Comments And Aughorize Executive Director To Enter Into A Purchase Agreement For Approximately 1.36 Acres Of Property In West St. Paul

Lisa Alfson presented and answered questions. Jay Stassen provided information to the Board. Jeremy Larson of Hampton Companies addressed the Board. The Public Hearing was continued until the next regular meeting date.

Continue Public Hearing to May 21, 2019:

Motion: Commissioner Gaylord Second: Commissioner Workman

Ayes: 6 Nays: 0

Yes No Absent Abstain Slavik X Gaylord X

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Egan X Atkins X Workman X Holberg X Gerlach X

INFO Quarterly Update On The 2019 Economic Development Workplan

Lisa Alfson provided information.

INFO Discussion On Regional Economic Gardening Program

Lisa Alfson provided information. Mark Jacobs and Andrew Schmidt provided comments.

INFO Executive Director’s Update – Informational

Tony Schertler provided updates.

ADJOURNMENT

19-6126 Adjournment

BE IT RESOLVED, by the Dakota County Community Development Agency Board of Commissioners hereby adjourns until Tuesday, May 21, 2019.

Motion: Commissioner Workman Second: Commissioner Egan


Yes No Absent Abstain Slavik X Gaylord X Egan X Atkins X Workman X Holberg X Gerlach X Cummings X

The CDA Board meeting adjourned at 5:27 p.m.

__________________________________________ __________________________________________ CDA Board Chairperson CDA Board Secretary

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DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY REQUEST FOR BOARD ACTION

Approve Updated Payment Standards Schedule For The Housing Choice Voucher Program

Fiscal/FTE Impact: Meeting Date: 5/21/2019 None Department: Housing Assistance Amount included in current budget Prepared By: Travis Finlayson Budget amendment requested Contact: Lisa Hohenstein FTE included in current complement Contact Phone: 651-675-4543 New FTE(s) requested

Other: HUD held reserves

PURPOSE/ACTION REQUESTED Approve updated Housing Choice Voucher Payment Standards Schedule.

SUMMARY Payment Standards dictate the maximum monthly subsidy a household assisted by the Housing Choice Voucher (HCV) Program can receive. As an administrator of the Housing Choice Voucher program, the CDA is required to review its payment standards at least annually.

Payment Standards are based on Fair Market Rents (FMRs) published annually by the U.S. Department of Housing and Urban Development (HUD). FMRs are set by bedroom size at the 40th percentile of the housing market for the Minneapolis-St. Paul metropolitan statistical area. HUD published its final 2019 FMR’s on August 31, 2018. The 2019 HUD FMRs reflect an average increase of 6.15% from 2018 FMRs, as opposed to the 0.8% increase from 2017 FMRs to 2018 FMRs.

The CDA is required to establish Payment Standards between 90% and 110% of the published FMR. When setting Payment Standards, the CDA considers market conditions, rent burden and budgetary constraints. Payment Standards must be high enough to permit choice of unit type and location, yet low enough to ensure the funds allocated from HUD can assist as many households as possible.

The CDA Board last approved an updated Payment Standards Schedule in March 2018 (Resolution #18-5985). Given the current market conditions, participant/applicant lease-up success rates, and unit affordability data, the CDA is proposing to merge the current two Payment Standard regions into one region covering the entire county and using the Payment Standards for the current Region 1.

The updated Payment Standard Schedule would be effective June 1, 2019.

The proposed schedule is shown below.

Unit Size 2019 HUD FMRs

Proposed Payment Standard Schedule

Current Region 2 Payment Standard

0 Bedroom $763 $725 $715 1 Bedroom $915 $945 $910 2 Bedroom $1,151 $1,180 $1,135 3 Bedroom $1,636 $1,565 $1,555 4 Bedroom $1,923 $1,830 $1,815 5 Bedroom $2,211 $2,125 $2,090 6 Bedroom $2,500 $2,530 $2,375

Manufactured Home

$460 $460 $411

RECOMMENDATION Due to HUD’s regulatory requirements and the current market conditions, staff recommends adopting the payment standards as indicated in the proposed schedule.

EXPLANATION OF FISCAL/FTE IMPACT Funding appropriations for the Housing Choice Voucher program are determined annually by Congress.

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Supporting Documents: Previous Board Action(s): 18-5985; (3/27/2018)

Resolution No. 19-XXXX

Approve Updated Payment Standards Schedule For The Housing Choice Voucher Program

WHEREAS, the Dakota County Community Development Agency (CDA) administers a Housing Choice Voucher program; and

WHEREAS, the CDA has reviewed the HUD published Fair Market Rents, to establish payment standards in accordance with 24 CFR 982.503 for its jurisdiction; and

WHEREAS, the implementation of the payment standards will be effective June 1, 2019.

NOW, THEREFORE, BE IT RESOLVED, by the Dakota County Community Development Agency Board of Commissioners, That the following Payment Standard Schedule is adopted for the Housing Choice Voucher Program.

Unit Size Dakota County

Payment Standard 0 Bedroom $725 1 Bedroom $945 2 Bedroom $1,180 3 Bedroom $1,565 4 Bedroom $1,830 5 Bedroom $2.125 6 Bedroom $2,530

Manufactured Home $460

Executive Director’s Comments: Strategic Plan Goal: Recommend Action Item Type-Consent Focused Housing Programs Do Not Recommend Action Item Type-Discussion Collaboration Reviewed-No Recommendation Item Type-Informational Development/Redevelopment Reviewed-Information Only Financial Sustainability Submitted at Commissioner Request Operational Effectiveness

____________________________________________ Executive Director

_____________________________________________ Department Director

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Approve Record Of Disbursements – April 2019

Fiscal/FTE Impact: Meeting Date: 5/21/2019 None Department: Finance Amount included in current budget Prepared By: Chris Meyer Budget amendment requested Contact: Ken Bauer FTE included in current complement Contact Phone: 651-675-4450 New FTE(s) requested

Other:

PURPOSE/ACTION REQUESTED Approve Record of Disbursements for April 2019.

SUMMARY In April 2019, the Dakota County Community Development Agency (CDA) had $6,835,410.26 in disbursements and $403,032.31 in payroll expenses. Attachment A provides the breakdown of disbursements. Additional detail is available from the Finance department.

RECOMMENDATION Staff recommends approval of the Record of Disbursements for April 2019.

EXPLANATION OF FISCAL/FTE IMPACT These disbursements are included in the Fiscal Year Ending June 30, 2019 budget.

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Supporting Documents: Previous Board Action(s): Attachment A: Record of Disbursement – April 2019


Approve Record Of Disbursements – April 2019

BE IT RESOLVED, by the Dakota County Community Development Agency Board of Commissioners, That the April 2019 Record of Disbursements is approved as written.

Executive Director’s Comments: Strategic Plan Priorities: Recommend Action Item Type-Consent Focused Housing Programs Do Not Recommend Action Item Type-Discussion Collaboration Reviewed-No Recommendation Item Type-Informational Development/Redevelopment Reviewed-Information Only Financial Sustainability Submitted at Commissioner Request Operational Effectiveness



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Date Amount Total

Common Bond Fund04/22/19 101,815.88$

101,815.88$ Disbursing

04/01/19 81,781.00$ 04/04/19 555,396.75$ 04/11/19 2,296,787.19$ 04/12/19 5,284.00$ 04/18/19 549,735.29$ 04/25/19 326,669.57$

3,815,653.80$ HOPE Program

04/11/19 750,000.00$

750,000.00$ Housing Assistance

04/01/19 1,699,767.05$ 04/15/19 71,263.80$

1,771,030.85$ Housing Development & Renewal

04/22/19 396,909.73$

396,909.73$

Total Disbursements 6,835,410.26$

Apr 2019 Payroll04/12/19 202,749.30$ 04/26/19 200,283.01$

Total Payroll 403,032.31$

Disbursement detail is available in the Finance Office

Dakota County CDARecord of Disbursements

For the month of April 2019

Chairperson

4A - Attachment A

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Authorize Executive Director To Enter Into A Purchase Agreement For Approximately 4.85 Acres Of Outlot A Valley Ridge Senior Housing Located In Burnsville

Fiscal/FTE Impact: Meeting Date: 5/21/2019 None Department: Housing Development Amount included in current budget Prepared By: Lori Zierden Budget amendment requested Contact: Kari Gill FTE included in current complement Contact Phone: 651-675-4477 New FTE(s) requested

Other:

PURPOSE/ACTION REQUESTED Authorize Executive Director to enter into purchase agreement for 4.85 acres of Outlot A Valley Ridge Senior

Housing.

SUMMARY At the March 19, 2019 CDA Board meeting, a public hearing was held to consider the sale of a portion of Outlot A Valley Ridge Senior Housing. Staff presented two offers at the public hearing; one offer was from J. David Management to develop for-sale townhomes and one offer was from The Stencil Group to develop an apartment building. Staff recommended the offer from the Stencil Group be accepted to purchase the property for $750,000. Following the public hearing, the CDA Board requested that the authorization to enter into a purchase agreement be considered at a future meeting when a draft of the purchase agreement was available for review; the purchase agreement is included as Attachment A. The purchase agreement has been reviewed by the County Attorney’s Office.

This sale is proceeding under Minnesota Statute 469.105, by which the CDA may sell property if it determines that the sale is in the best interest of the county and that the transaction furthers its general plan of economic development. Pursuant to Minn. Stat. 469.105, a public hearing must be held on the proposed terms of the sale of the property. This public hearing was scheduled by Resolution #19-6104 at the February 26, 2019 CDA Board Meeting and was held on March 19, 2019.

RECOMMENDATION Staff recommends authorization for the Executive Director to enter into the purchase agreement with The Stencil Group for the remaining 4.85 acres of Outlot A Valley Ridge Senior Housing. If any additional changes to the Purchase Agreement are required for closing on the property, those changes would be reviewed by the County Attorney’s Office.

EXPLANATION OF FISCAL/FTE IMPACT Revenue from the sale of the lot will be credited back to the original funding source.

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Supporting Documents: Previous Board Action(s): Attachment A: Purchase Agreement 15-5482; 1/20/2015

16-5716; 4/19/201619-6069; 2/26/201919-6120; 3/19/2019


Authorize Executive Director To Enter Into A Purchase Agreement For Approximately 4.85 Acres Of Outlot A Valley Ridge Senior Housing Located In Burnsville

WHEREAS, the CDA is able to dispose of property after holding a public hearing for which notice is published; and

WHEREAS, pursuant to Minn. Stat. 469.105 a notice of the public hearing was published by the CDA in the Dakota County Tribune not less than ten days nor more than 30 days prior to the date of the public hearing (the Public Hearing Notice); and

WHEREAS, the Dakota County CDA purchased the property as part of the redevelopment efforts of the former Valley Ridge Shopping Center site located at the southwest quadrant of the intersection of County Road 5 and 136th Street West in Burnsville legally described as Outlot A Valley Ridge Senior Housing; and

WHEREAS, the City of Burnsville has approved a final plat that will subdivide Outlot A once recorded; and

WHEREAS, approximately 1.83 acres of Outlot A is under purchase agreement with Kwik Trip; and

WHEREAS, a broker has been marketing the remaining 4.85 acres of Outlot A Valley Ridge Senior Housing since October 2018; and

WHEREAS, the CDA has received two viable offers, one from J. David Management proposing a for sale townhome development and the other from The Stencil Group proposing an apartment building; and

WHEREAS, the offer for the apartment building provides more funds to the CDA and more fully utilizes the site because of higher density; and

WHEREAS, any potential sale would be subject to receipt of City approvals for the proposed project; and

WHEREAS, pursuant to Minn. Stat. 469.105, a public hearing was conducted on March 19, 2019 on the proposed terms of the sale of the property.

NOW, THEREFORE, BE IT RESOLVED by the Dakota County Community Development Agency Board of Commissioners, That:

1. The Executive Director is authorized to enter into a purchase agreement with The Stencil Group buyers topurchase the property for $750,000.

2. If additional changes to the Purchase Agreement are required, they can be made subject to approval ofthe final terms and conditions by the County Attorney’s Office.

Executive Director’s Comments: Strategic Plan Goal: Recommend Action Item Type-Consent Housing and Livability Do Not Recommend Action Item Type-Discussion Community Vitality Reviewed-No Recommendation Item Type-Informational Community Connections Reviewed-Information Only Organizational Culture Submitted at Commissioner Request Financial Management



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PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”), is made and entered into this ___ day of ___________, 2019 (“Effective Date”) by and between Dakota County CDA a public body corporate and politic in the State of Minnesota (“Seller”), and The Stencil Group, LLC, a South Dakota limited liability company, or its permitted assigns (“Buyer”).

In consideration of the Earnest Money, as hereinafter defined, the mutual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

1. Sale and Purchase. Subject to the terms, conditions, representations and warranties set forth in thisAgreement, Seller agrees to sell and assign to Buyer and Buyer agrees to purchase and accept from Seller,the following (collectively, the “Property”):

a. Title in fee simple to a certain tract or parcel of land legally described on Exhibit A attachedhereto, together with all hereditaments and appurtenances thereto (the “Real Property”);

b. To the extent they are assignable and approved by Buyer, all Seller’s rights, warranties andbenefits under any and all contracts or agreements, such as equipment leases, maintenance, servicemanagement or utility contracts, and other contracts relating to the operation of the Real Property(the “Property Agreements”); and

c. To the extent they are assignable, all right, title and interest of Seller in and to any drawings,plans, building permits, surveys and certificates of occupancy relating to the construction of theimprovements on the Real Property, if any, and all licenses and permits relating to the ownershipand operation of the Real Property (collectively, the “Plans, Licenses and Permits”).

2. Purchase Price. The purchase price for the Property shall be in the amount of Seven hundred fiftythousand and No/100 Dollars ($750,000.00) (the “Purchase Price”) and shall be payable as follows:

a. Earnest Money. Within five (5) days after the Effective Date, Buyer shall deposit TenThousand and No/100 Dollars ($10,000.00), earnest money (the “Earnest Money”) with DakotaCounty Abstract (the “Title Company”), in accordance with the terms of this Agreement anddeposited by the Title Company in an interest-bearing account, with all interest earned to be payable(i) to Buyer upon the closing and applied toward the Purchase Price or upon termination of thisAgreement by either Seller or Buyer for reasons other than Buyer’s default, or (ii) to Seller in theevent of termination of this Agreement due to Buyer’s default, or (iii) to Seller at the end of theDue Diligence Period if this Purchase Agreement has not been terminated by Buyer.

b. Payment at Closing. At the consummation of the transaction contemplated by thisAgreement (the “Closing”), Buyer shall deliver to Title Company cash in an amount equal to thePurchase Price less the Earnest Money. The Purchase Price, subject to adjustments andapportionments as set forth herein, shall be paid at Closing by wire transfer of immediatelyavailable funds, transferred to the order or account of Seller or such other person as Seller maydesignate in writing.

3. Title. As soon as reasonably possible, but in any event within the timeframes set forth below, Sellershall furnish the following (collectively, the “Title Evidence”) to Buyer:

4B - Attachment A

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a. Title Insurance Commitment and Abstract. Within five (5) days following the Effective Date, Seller shall deliver a copy of all existing title records for the Property in Seller’s possession (“Title Records”). Buyer shall have the option, during the Due Diligence Period, to order, at Buyer’s sole cost, an updated title commitment of the Property (“Title Commitment”).

b. Survey. Within five (5) days following the Effective Date, Seller shall deliver to Buyer any and all surveys that Seller has in its possession for the Property, if any (collectively, the “Survey”). Buyer shall have the option, during the Due Diligence Period, to order, at Buyer’s sole cost, an updated as-built survey of the Property, certified to Buyer, its lender and the Title Company.

Buyer shall be allowed to review the Title Evidence delivered by Seller and make objections thereto (“Title Objections”), provided that said Title Objections shall be made in writing within thirty (30) days after receiving the Title Evidence or else deemed to be waived, and thereafter become “Permitted Exceptions” hereunder. Furthermore, the following shall also be deemed Permitted Exceptions to which Buyer shall not be permitted to object: (1) any issues appearing on the Title Commitment that have been recorded in connection with Seller’s ownership of the Property; (2) municipal and zoning ordinances and agreements entered under them; and (3) recorded easements for the distribution of utility and municipal services directly serving the Property,. If any Title Objections are not corrected by Seller, for any reason, within seventy-five (75) days following Seller’s receipt of Title Objections (“Title Cure Period”) Buyer may, at its option, either (i) terminate this Agreement by written notice to Seller within three (3) business days following the expiration of the Title Cure Period, in which case all Earnest Money paid by Buyer to Seller hereunder (including all accrued interest thereon) shall be promptly refunded to Buyer, or (ii) waive said Title Objections and perform this Agreement according to its terms. 4. Real Estate Taxes and Special Assessments. All assessments levied against the Real Property as of the Closing Date shall be prorated between Seller and Buyer at Closing. Real estate taxes due and payable in the year of Closing shall be prorated between Seller and Buyer on the basis of the number of days in the calendar year of Closing before the Closing Date (as to Seller) and on and after the Closing Date (as to Buyer). Buyer shall be responsible for the payment of all real estate taxes due and payable in the year of Closing and thereafter. 5. Delivery of Documents. Within ten (10) days following the Effective Date (the Delivery Period), Seller shall provide to Buyer with copies of any of the following documents to the extent the same are in Seller’s possession or are reasonably available to Seller and to the extent that the same have not been previously delivered to Buyer (collectively, the “Due Diligence Documents”). In the event Seller fails to deliver the Due Diligence Documents within the Delivery Period, the Due Diligence Period (as defined below) shall be extended by the period of days elapsed from the end of the Delivery Period until Buyer has confirmed in writing receipt of all Due Diligence Documents:

a. All licenses, permits, maps, conditions and restrictions relating to the property; b. Any soil reports, survey, engineering and architectural studies or reports, and boundary studies; and receipt of such reports completed by Seller; c. ALTA Survey; d. All environmental reports, including but not limited to Phase 1 and Phase 2 ESA reports; e. Title and property tax records/information; f. Service contracts, if applicable; and

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g. Any other relevant information requested at a time after the signing of Purchase Agreement and before the end of the Due Diligence period.

In the event that this transaction is not closed for any reason, then Buyer shall, and shall cause its agents, attorneys, consultants and prospective lenders to, return all documents and copies of documents provided by Seller hereunder to Seller. This obligation shall survive termination of this Agreement. 6. Due Diligence Period. Buyer shall have the right during a period commencing on the Effective Date and ending one-hundred twenty (120) days later (the “Due Diligence Period”), at its sole cost, expense and risk, to examine and inspect the Property and to conduct feasibility studies with regard to the ownership and operation of the Property. Buyer may enter upon the Property to inspect the same, and may conduct tests and examinations; provided, however, that (a) in the event Buyer obtains a Phase I environmental study of the Property, Buyer shall deliver the same to Seller upon receipt; and (b) in the event the Phase I environmental study recommends that a Phase II environmental study be performed on the Property, Seller shall have the option, at its sole discretion, to either (i) allow the Phase II study to proceed, or (ii) notify Buyer that it does not agree to allow the Phase II study to proceed, in which event Buyer shall have the option to either (X) proceed to closing without obtaining the Phase II study, or (Y) cancel this Purchase Agreement as set forth below and forthwith receive a refund of the Earnest Money, as more particularly provided herein. Notwithstanding any provision herein to the contrary, before Buyer’s agents, contractors, employees or licensee’s performing work or inspections enter onto the Property, Buyer shall deliver to Seller a certificate or certificates of insurance from such party evidencing insurance coverage in amounts reasonably acceptable to Seller. Buyer shall promptly restore the Property to substantially the same condition in which it existed immediately prior to any physical tests conducted by or on behalf of Buyer. Buyer shall indemnify and hold Seller harmless from and against any and all claims, demands, causes of action, losses, damages, costs, liabilities and/or expenses (including attorney’s fees and disbursements) to the extent caused by Buyer or Buyer’s agents, contractors, employees or licensees in connection with any inspections of the Property. The foregoing obligation shall survive the Closing and the termination of this Agreement. Buyer shall have the right, at any time up until the expiration of the Due Diligence Period, or the Due Diligence Extension Period, to terminate this Agreement by delivering written notice to Seller. In such event such termination notification is timely provided, this Purchase Agreement will be considered cancelled and all Earnest Money, plus any accrued interest, will be returned to the Buyer. In the event of cancellation of this Purchase Agreement both Seller and Buyer shall have no further obligations or liabilities to the other with respect to the purchase of the Property. In the event this Agreement is not timely terminated prior to the expiration of the Due Diligence Period, the Earnest Money, plus all accrued interest thereon, shall become non-refundable and become the sole property of Seller.

a. Due Diligence Extension. If environmental issues remain at the end of the initial 120-day due diligence period, the due diligence period will be extended, with no further earnest money deposit required from Buyer, for a period of sixty (60) days (“Due Diligence Extension Period”).

7. Conditions to Buyer’s Performance. This Agreement and Buyer’s obligations hereunder are conditioned, for the sole benefit of Buyer, upon the following:

a. Seller’s Performance. All representations and warranties of Seller hereunder shall be true and correct in all material aspects as of the Closing Date and Seller shall have performed all of its covenants, duties and obligations under this Agreement. b. Seller’s Closing Documents: All Closing Documents required to be delivered by Seller as set forth in Section 15 (C) (1) through 15 (C)(7) shall have been delivered in escrow.

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c. Inspection. On or before the expiration of the Due Diligence Period, Buyer shall have determined that it is satisfied with the results of any inspections, tests or examinations (including environmental inspections) Buyer performs pursuant to and in accordance with Section 6 above. d. Approval. Buyer receives approval from the required authority or governing agency to construct multi-family housing apartments; either market-rate, work-force housing, or a mixed-income development.

e. Financing. On or before the expiration of the Due Diligence Period, Buyer shall have procured moderate leverage up to 70% LTV, at an annual interest rate of not more than 6%, amortized over not less than twenty (20) years.

8. Condition to Seller’s Performance. This Agreement and Seller’s obligations hereunder are conditioned, for the sole benefit of Seller, upon the following:

a. Buyer’s Performance. All representations and warranties of Buyer hereunder shall be true as of the Closing Date and Buyer shall have performed all of its covenants, duties and obligations under this Agreement.

9. Waiver of Conditions; Termination.

a. Any of the conditions set forth in Sections 8 and 9 may be waived by the party expressly benefited thereby only in writing.

b. If any of the conditions set forth in Sections 8 or 9 are not satisfied or waived by the date specified (or if no such date is specified, then the Closing Date), then Buyer (with respect to Section 8) or Seller (with respect to Section 9) shall be entitled to cancel this Agreement in which case all Earnest Money paid by Buyer to Seller (including all accrued interest thereon) shall be promptly refunded and neither party shall thereafter have any further liability, right or obligation hereunder.

10. Representations, Warranties and Covenants of Seller. Seller makes the following representations and warranties to Buyer:

a. Good and Marketable Title: Seller shall convey good and marketable fee simple interest in the Real Property to Buyer. b. Authority. Seller has full power and authority to enter into this Agreement and incur and perform its obligations hereunder.

c. Non-Foreign Status. Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

d. OFAC. Neither Seller nor any of its affiliates, nor to its knowledge after reasonable inquiry any of their respective partners, members, shareholders or other equity owners, is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting

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Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental actions. e. Litigation. Seller has not received a written notice of any pending litigation or administrative proceedings which could materially and adversely affect the Property or any part thereof or the ability of the Seller to perform any of its obligations thereunder. f. Environmental. To the knowledge of the Seller there does not now exist any violation of Environmental Laws with respect to the Property. As used herein, “Environmental Laws” includes the Federal Resource Conservation and Recovery Act and the Federal Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”) and all other federal, state and local statutory and common laws governing the protection of human health and the environment, including those governing Hazardous Materials, as in effect on the date of this Agreement together with their implementing regulations and guidelines as of the date of this Agreement. As used herein, “Hazardous Materials” includes but is not limited to petroleum as defined in CERCLA, and any waste, pollutant or contaminant, and any substance or material defined or determined to be hazardous or toxic to human health or the environment. Seller will disclose to Buyer any material Environmental Law violation (an “Environmental Law Violation”) that it actually becomes aware of prior to the Closing and will contest or cure the same prior to the Closing.

(i) Ongoing Environmental Monitoring. Until the City of Burnsville (“City”) is satisfied that soil and groundwater on the Property are not contributing to a regional groundwater contamination in a significant manner, the Buyer consents, provides authorization to the City and the CDA, its employees, agents, and contractors to enter the Property for the following purposes: (1) Conducting ongoing sampling of existing monitoring wells on the Property (2) Conducting soil and/or groundwater investigations. (ii) Remediation. Environmental remediation of the site must be completed by fully implementing the Response Action Plan (“RAP”) to the satisfaction of the Minnesota Pollution Control Agency (“MPCA”). The CDA is responsible for implementing the approved RAP, or any amendments thereto. Permits for construction shall not be issued until the MPCA has approved the RAP.

g. Condemnation. To the best of Seller’s knowledge, there are no condemnation proceedings which are pending or threatened against all or any portion of the Real Property.

h. Wells. To Seller’s knowledge, there are currently no wells located on the Real Property.

i. Other. As of the Effective Date, Seller has not entered into (nor will hereafter enter into) any agreement to lease, sell, mortgage or otherwise encumber or dispose of its interest in the Property or any part thereof, with the exception of the portion of the Real Property that is already leased as of the Effective Date. j. No Marketing. Seller agrees not to market the Property for sale to a third party and shall refrain from accepting, negotiating or soliciting any offer from a third party with respect to the possible sale of the Property, from the Effective Date until the first to occur of Buyer or Seller terminating this Agreement or Closing.

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k. Licenses and Permits. Seller has received no written notice, and has no knowledge that any licenses, permits, variances, approvals, authorizations, easements, and rights of way are insufficient for the current use and operation of the Real Property.

Except as expressly set forth in this Agreement, it is understood and agreed that Seller is not making, and has not at any time made, any representations or warranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, any warranties or representations as to habitability, merchantability or fitness for a particular purpose. Buyer represents that, as of Closing, Buyer will have conducted any and all such investigations as Buyer may deem practical or necessary to satisfy Buyer as to the condition of the Property and the existence or nonexistence of any hazardous or toxic materials that may have been located on, or discharged on, the Property and Buyer will rely solely on its independent investigations and not upon any information which may have been provided by or on behalf of Seller or its agents. The provisions of this Section shall survive Closing or any other termination of this Agreement. Notwithstanding the foregoing, each of the representations made in this Section 10 shall be deemed remade as of the Closing Date (with such changes thereto as Seller shall notify Buyer as of the Closing) and, as so remade, shall survive the closing, delivery of the limited warranty deed and other documents contemplated hereby, and any investigation by or on behalf of either party; provided that such representations shall lapse unless suit is brought with respect thereto within six (6) months after the Closing Date. 11. Representations, Warranties and Covenants of Buyer. Buyer makes the following representations and warranties to Seller:

a. Authority. Buyer has full power and authority to enter into this Agreement and incur and perform its obligations hereunder.

b. Other Documents. Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in any breach or violation of, or default under, any judgment, decree, order, mortgage, lease, agreement, indenture or other instrument or document of which Buyer is a party.

12. Pre-Closing Covenants of Seller. From the date of this Agreement until the Closing Date:

a. Insurance. Seller shall continue in effect all insurance coverage relative to the Property; and

b. Leases. Seller shall not, without Buyer’s prior written consent, enter into any leases or other similar agreement which will bound Buyer after Closing;

13. Condemnation. If, prior to the Closing Date, eminent domain proceedings are commenced against all or any part of the Property, Seller shall immediately give notice to Buyer of such fact. If, in Buyer’s reasonable discretion, the proposed taking interferes with Buyer’s intended use of the Property, Buyer shall have the right (to be exercised within ten (10) days after Seller’s notice), to terminate this Agreement, in which event neither party will have further obligations under this Agreement and the Earnest Money, together with any accrued interest, shall be refunded to Buyer. If Buyer shall fail to give such notice then there shall be no reduction in the Purchase Price, and Seller shall assign to Buyer at the Closing Date all of Seller’s right, title and interest in and to any award made or to be made in the condemnation proceedings. Prior to the Closing Date, Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without Buyer’s prior written consent.

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14. Closing Costs. In addition to the other costs and expenses specifically provided for in this Agreement, Closing costs and expenses shall be borne as follows:

a. Seller shall be obligated for and shall pay:

(i) One-half (1/2) of the escrow fees and closing fee charged by the Title Company;

(ii) Seller’s attorneys’ fees;

(iii) All fees for recording all documents necessary to place record title in Seller’s name and in the condition represented by Seller in this Agreement; and

b. Buyer shall be obligated for and shall pay:

(i) The cost of recording or filing the Deed;

(ii) All transfer or deed taxes;

(iii) Any fees associated with recorded documents related to Buyer’s financing;

(iv) Any fees associated with an updated survey of the Property or updated Title Commitment;

(v) Buyer’s attorneys’ fees; and

(vi) One-half (1/2) of the closing fees and escrow fees charged by the Title Company.

15. Closing.

a. General; Possession. Subject to all the terms and conditions of this Agreement having been complied with, the closing of the transaction contemplated hereby shall occur no later than ninety (90) days after the end of the Due Diligence Period (the “Closing Date”) in the offices of the Title Company or at such earlier date, time and place as the parties shall agree in writing.

b. At Closing, Seller shall pay off any outstanding mortgages, and shall pay, cure, bond or insure over mechanic lien(s) affecting the Property, which are Seller’s responsibility hereunder. Seller shall pay all prepayment penalties, if any, associated with such payoff. c. Deliveries by Seller at Closing. At the closing, Seller shall deliver to Buyer the following:

(1) A Limited Warranty Deed, in recordable form, duly executed by Seller.

(2) A standard form Seller’s Affidavit, duly executed by Seller and completed without exceptions for bankruptcy, judgments, tax liens, mechanic’s liens, parties in possession and other unrecorded contracts.

(3) Resolution of the Seller authorizing the sale and transfer by Seller of the Property and designating the individual(s) authorized to sign on behalf of the Seller or other evidence, reasonably acceptable to Buyer, evidencing the authority of the person executing documents on behalf of Seller.

(4) An affidavit of non-foreign status, duly executed by Seller, containing such information as is required by IRC Section 1445(b)(2) and its regulations.

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(5) A Certificate dated as of the Closing Date certifying that the representations and warranties are true as of the Closing Date, and acknowledging that such representations and warranties shall survive Closing, as provided herein.

(6) An Assignment of all Plans, Licenses and Permits pertaining to the Real Property.

(7) All other agreements, instruments and documents necessary or incident to consummation of the transactions contemplated hereby.

d. Deliveries by Buyer at Closing. At the closing, Buyer shall deliver to Seller the following:

(1) The funds required by Section 2(b) hereof by cash, certified check or wire transfer.

(2) Resolutions authorizing the purchase and acquisition of the Property and designating the individual(s) authorized to sign on behalf of the Buyer.

(3) All other agreements, instruments and documents necessary or incident to consummation of the transactions contemplated hereby.

The performance by Seller and Buyer at the closing shall be concurrent.

16. Remedies. If Buyer or Seller cancels this Agreement by reason of non-satisfaction of one or more conditions to closing, or if Buyer cancels this Agreement by reason of Seller’s default, the Earnest Money (including all accrued interest thereon) shall be promptly refunded to Buyer and neither party shall thereafter have any further liability, right or obligation hereunder. Seller’s sole and exclusive remedy for Buyer’s default shall be cancellation of this Agreement and retention of the Earnest Money and all interest earned thereon as liquidated and final damages. Notwithstanding the foregoing, this provision shall not limit Seller’s remedies with respect to any of the indemnification provisions of this Agreement. If this Agreement is not canceled by Buyer upon Seller’s default, Buyer shall have the right in addition to other remedies and rights available at law or in equity, to apply for and receive from any court of competent jurisdiction, equitable relief by way of specific performance to enforce performance of the terms of this Agreement provided, however, that an action to enforce such specific performance shall be commenced within three (3) months after such right of action shall arise and shall be in lieu of any claim for damages. 17. Notices. All notices, offers, requests, and other communications from any other parties hereto to the others shall be in writing and shall be considered to have been duly given or served if: delivered personally to a representative of the party served; or if sent by first class certified or registered mail, return receipt requested, postage prepaid; or if transmitted by electronic mail; or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows or to such other address as such party may hereafter designate by written notice to the other parties:

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a. If to Buyer, to: Stencil Group, LLC P.O Box 89624 Sioux Falls, SD 57109 605-940-6381 Attn: Nathan Stencil Email: [email protected] with a copy to: Fort, Inc. 5641 James Ave. S Minneapolis, MN 55419 Attn: Darin Groteboer Email: [email protected]

b. If to Seller, to:

Dakota County CDA Attn: Kari Gill 1228 Town Centre Drive Eagan, MN 55123 [email protected] with a copy to: Dakota County Attorney’s Office Attn: Greta Bjerkness 1560 Highway 55 Hastings, MN 55033 [email protected]

Notices, objections and other communications shall be deemed effective upon delivery, if personally delivered, one (1) business day after being deposited with a nationally recognized overnight air courier, two (2) business days after mailing by certified or registered mail, or on the day of electronic transmission. 18. Internal Revenue Code Section 1031 Exchange. Either party to this Agreement may utilize this transaction as part of a tax-deferred exchange as provided in the Internal Revenue Code Section 1031, as amended, and the treasury regulations promulgated thereunder. A party’s rights and obligations under this Purchase Agreement may be assigned to facilitate such exchange without the consent of the other party. Each party agrees to cooperate with other as necessary to enable an exchanging party to complete said exchange 19. Time of Essence. Time shall be of the essence in the performance of each and every provision under this Agreement. If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required under this Agreement must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or a holiday, then such time period shall be automatically extended to the next business day. “Business Day” shall mean a day when commercial banks in Minnesota are open for business.

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mailto:[email protected]

mailto:[email protected]

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20. Interpretation. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both Seller and Buyer have contributed substantially and materially to the preparation of this Agreement. 21. Construction. The headings of the paragraphs and subsections of this Agreement are for convenience and reference only and do not form a part hereof, and in no way interpret or construe such Sections and subsections. Wherever the context requires or permits, the singular shall include the plural, the plural shall include the singular and the masculine, feminine and neuter shall be freely interchangeable. 22. Attorneys’ Fees. In the event of litigation or alternative dispute resolution between the parties in connection with this Agreement, the prevailing party (i.e. the party whose position is substantially upheld) shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party. The obligation in the immediately preceding sentence shall survive any termination of this Agreement or the Closing. 23. Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties’ respective heirs, representatives, successors, and assigns. This Agreement is for the sole benefit of Seller and Buyer, and no third party is intended to be a beneficiary of or have the right to enforce this Agreement. 24. Entire Agreement. This Agreement (including all exhibits hereto) contains the entire agreement of the parties. It is expressly agreed that there are no verbal understandings or agreements which in any way change the terms, covenants and conditions set forth in this Agreement. It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. 25. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. A signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages. 26. Severability. If any provision of this Agreement is held to be unenforceable or void, such provision shall be deemed to be severable and shall in no way affect the validity of the remaining terms of this Agreement. 27. Binding Effect. All covenants, agreements, warranties and provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.

28. Governing Law. This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the state where the Property is located. 29. Venue. Venue for any dispute arising out of this Agreement, including its making or its validity, shall lie exclusively with the State District Court for Dakota County, Minnesota, and all parties hereby submit to the jurisdiction of such Court. 30. Assignment. Buyer may not assign this Agreement without the prior written consent of Seller, which consent may not be unreasonably withheld; provided, however, that the foregoing shall not restrict Buyer from assigning this Agreement to an affiliated third party of Buyer.

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31. Brokers. Each party represents to the other party that neither it nor any of its agents or affiliates have dealt with any person or entity that might have a claim for sales or brokerage commission or finder’s fee with respect to the transaction contemplated by this Agreement. The parties hereto agree that each party will indemnify, hold harmless and defend the other from and against any claim by any other broker or similar person or entity claiming to have acted through the indemnifying party or its agents, affiliates, shareholders, or partners. The provisions of this Section 31 shall survive the Closing.

32. Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUYER AND SELLER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER-CLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON, OR IN RESPECT OF, ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE RELATIONSHIP OF BUYER AND SELLER HEREUNDER, OR ARISING OUT OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the Effective

Date.

BUYER: The Stencil Group, LLC By: Name: Title: SELLER: Dakota County CDA By: Name: Title: By: Name: Title:

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ACKNOWLEDGMENT AND RECEIPT The undersigned escrow agent hereby acknowledges receipt of this Agreement executed by Buyer and Seller and the Earnest Money on ______________, 2019, and hold the Earnest Money in accordance with the terms of this Agreement.

[Title Co] By: Name: Title: Date: Address for Notices to Escrow Agent: ____________________________ ____________________________ ____________________________

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EXHIBIT A

Legal Description A portion of PIN: 028137500010 totalling approximately 4.85 acres.

[Exact legal description to be confirmed by Title Company.]

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The DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY REQUEST FOR BOARD ACTION

Authorize HOME Loan, Tax Increment Financing Loan, And Local Housing Incentives Account Funds For Cahill Place, And Authorize The Execution Of Related Documents

Fiscal/FTE Impact: Meeting Date: 5/21/2019 None Department: Community & Economic Development Amount included in current budget Prepared By: Lisa Alfson, Kathy Kugel & Maggie Dykes Budget amendment requested Contact: Lisa Alfson FTE included in current complement Contact Phone: 651-675-4467 New FTE(s) requested

Other:

PURPOSE/ACTION REQUESTED Authorize HOME Loan, Tax Increment Financing (TIF) Loan using pooled TIF funds, and Local Housing Incentives

Account (LHIA) for the Cahill Place Apartments and authorize the execution of related documents.

SUMMARY Cahill Place is a 40-unit apartment building to be constructed in Inver Grove Heights that will serve families facing significant barriers to stable housing with at least half of the units dedicated for families at risk of homelessness (the Project). The Project will consist of 2- and 3-bedroom apartments with rents affordable to residents earning between 30% and 60% area median income. The total development costs are approximately $16.9 million. Center City Housing Corp., acting as the general partner of River Heights Apartments, LLLP (the Developer), is a non-profit organization with significant experience constructing similar developments in other Minnesota markets, including Duluth and Rochester. Cahill Place Apartments will be their first development in the Twin Cities and would provide the first affordable housing development with coordinated services targeted to Dakota County families facing homelessness and other significant barriers to housing stability.

To finance the Project, the Developer was awarded funding through the Minnesota Housing Consolidated RFP. To support the Project, the CDA approved a HOPE loan of $750,000 for the Project in May 2018 (CDA Resolution #18-6017). Additionally, in 2018, the Dakota County Board of Commissioners approved the use of $718,415 of 2018 HOME Investment Partnerships Program (HOME) funds for the Project in the 2018 Dakota County Annual Action Plan (County Resolution #18-311). The CDA Board also approved the use of $525,000 of pooled funds from two existing Tax Increment Financing (TIF) districts in its 2018 operating budget (CDA Resolution #18-6023) for the Project. Additionally, the CDA was selected as the grant administrator of $565,000 in LHIA funds from the Metropolitan Council to distribute to the Developer for the Project.

The HOME Loan will be made in an aggregate principal amount not to exceed $718,415. It will be funded with monies received by the CDA from HUD through the HOME Investment Partnerships Program. The HOME Loan will bear interest of 1%, require a 20-year period of affordability for HOME-assisted units and be payable in 40 years, or upon the earlier sale or transfer of the Project.

The TIF Loan will be made in an amount not to exceed $525,000, and will be funded from pooled funds of existing CDA TIF Districts No. 5 and 8, both located in Inver Grove Heights. The TIF Loan will be used for site grading and stormwater ponding improvements necessary to complete the development. The TIF Loan will require a 40-year period of affordability, and the loan shall be repayable upon sale or transfer, or if the development ceases to provide affordable housing per the terms of the agreement.

The LHIA Loan will be made in an amount not to exceed $565,000. The LHIA Loan will be a 0% interest deferred loan with a required 40-year period of affordability. The loan shall be payable in 40 years, or upon the earlier sale or transfer of the Project.

In addition to the financing resources necessary to construct the Project, the Developer has received a commitment of funding from Dakota County for services to assist families in addressing their individual barriers.

RECOMMENDATION Staff recommends the Board authorize the HOME Loan in the amount of $718,415, the TIF Loan in the amount of $525,000, and the LHIA Loan in the amount of $565,000 for the construction of Cahill Place Apartments, and authorize the Executive Director to execute and deliver all related documents as to form.

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EXPLANATION OF FISCAL/FTE IMPACT The HOME Program funds are available in the 2018 Action Plan Program Year and the TIF funds are available in the FYE19 operating budget and have been incorporated into the FYE20 proposed budget. CDA will administer the LHIA funds on behalf of the Developer.

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Supporting Documents: Previous Board Action(s): Attachment A: Site Map 18-6018; (05/22/2018); 18-6023; (06/19/2018)


Authorize HOME Loan, Tax Increment Financing Loan, And Local Housing Incentives Account Funds For Cahill Place, And Authorize The Execution Of Related Documents

WHEREAS, the Dakota County Community Development Agency (the CDA) proposes to assistance with the financing of the 40-unit multifamily rental housing facility for low- and moderate-income families to be located at 6070 Cahill Avenue in the City of Inver Grove Heights (the Project); and

WHEREAS, the Project will be owned by River Heights Apartments, LLLP, a Minnesota limited liability limited partnership (the Borrower); and

WHEREAS, the Borrower was awarded funding through the Minnesota Housing Consolidated RFP, but additional funds are needed to maintain rents affordable to families earning between 30% and 60% area median income; and

WHEREAS, the Dakota County Board of Commissioners approved the use of HOME Investment Partnerships Program funds for the Project in the Dakota County 2018 Annual Action Plan; and

WHEREAS, the CDA approved the use pooled funds from existing CDA Tax Increment Financing Districts No. 5 and No. 8 for the Project in an amount not to exceed $525,000 in its Fiscal Year 2018 operating budget; and

WHEREAS, the Project was awarded $565,000 in Local Housing Incentives Account (LHIA) from the Metropolitan Council for the Project and the CDA selected as the grant administrator of these funds; and

WHEREAS, proceeds of the HOME Loan will be made to the Borrower pursuant to the terms of a HOME Loan Agreement (the HOME Loan Agreement) solely from funds received from HUD under the HOME Investment Partnerships Program; and

WHEREAS, the HOME loan will be in the amount equal to approximately $718,415, funded with HOME funds with a term of approximately 40 years bearing interest at approximately 1% per annum with a minimum 20-year period of affordability; and

WHEREAS, the TIF Loan will be made to the Borrower pursuant to a TIF Loan Agreement (the TIF Loan Agreement) solely from existing pooled funds from CDA TIF Districts No. 5 and No. 8 located in the City of Inver Grove Heights; and

WHEREAS, the TIF Loan will be in the amount of $525,000 structured with a 0% interest rate with a 40-year period of affordability, and

WHEREAS, proceeds will be made to the Borrower pursuant to the terms of the LHIA Loan Agreement (the LHIA Loan Agreement) solely from funds received from Metropolitan Council under the LHIA program; and

WHEREAS, the LHIA loan will be in the amount of $565,000 structured with a 0% interest rate with a 40-year period of affordability payable after 40 years or upon the earlier sale or transfer of the Project.


1. The Agency hereby approves making the HOME Loan to the Borrower for the acquisition and/orconstruction of the Project.

2. The Agency hereby approves making the Tax Increment Financing Loan to the Borrower for theconstruction of the Project.

3. The Agency hereby approves making the LHIA Loan to the Borrower for the construction of the Project.4. Staff is authorized to prepare, execute, and deliver all documentation necessary or convenient to provide

for the commitment of the HOME funds between the Dakota County Community Development Agency asa subrecipient of Dakota County and the Borrower.

5. Staff is authorized to prepare, execute, and deliver all documentation necessary or convenient to provide aTax Increment Financing Loan between the Dakota County Community Development Agency and theBorrower.

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6. Staff is authorized to prepare, execute, and deliver all documentation necessary or convenient to provide aLHIA Loan between the Dakota County Community Development Agency and the Borrower.

7. The Chair of the Dakota County Community Development Agency Board of Commissioners and theExecutive Director of the Dakota County Community Development Agency are authorized to execute saiddocuments upon such release.




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Attachment AProposed Cahill Place Apartments Location Map

4C - Attachment A

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Authorization To Execute Local Housing Incentives Account (LHIA) Grant Agreement With Metropolitan Council For Cahill Place Apartments Development

Fiscal/FTE Impact: Meeting Date: 5/21/2019 None Department: Community & Economic Development Amount included in current budget Prepared By: Lisa Alfson Budget amendment requested Contact: Lisa Alfson FTE included in current complement Contact Phone: 651-675-4467 New FTE(s) requested

Other:

PURPOSE/ACTION REQUESTED Authorize execution of Local Housing Incentives Account (LHIA) grant agreement with Metropolitan Council for

Cahill Place Apartments for $565,000.

SUMMARY Center City Housing Corp. (Center City), acting as the general partner of River Heights Apartments, LLLP, is developing their first development in the Twin Cities, Cahill Place Apartments in the city of Inver Grove Heights. Cahill Place Apartments is a 40-unit affordable housing development with coordinated services targeted to Dakota County families facing homelessness and other significant barriers to housing stability.

Center City sought funding for Cahill Place Apartments through the Minnesota Housing Consolidated RFP process and was awarded Local Housing Incentives Account (LHIA) funds from the Metropolitan Council. LHIA is part of the Metropolitan Livable Communities Act, with the purpose to support the production and preservation of affordable rental and ownership housing.

Developers cannot be direct recipients of LHIA funds. Metropolitan Council staff requested Dakota County CDA be the administrator of these funds, due to our significant financial investment in the Cahill Place Apartments development.

As the administrator of the LHIA funds, Dakota County CDA is responsible for executing the grant agreement between the CDA and Metropolitan Council (Attachment A), passing the money to the development partnership (River Heights Apartments, LLLP) for eligible expenses, and submitting status reports and reimbursement requests to Metropolitan Council.

Dakota County CDA has experience utilizing LHIA funds in the past, specifically for our own developments. The last CDA project awarded LHIA funds was Lakeshore Townhomes (Eagan) in 2013.

RECOMMENDATION CDA staff recommends accepting the LHIA funding and authorizing execution of the LHIA grant agreement with Metropolitan Council for Cahill Place Apartments in the amount of $565,000.

EXPLANATION OF FISCAL/FTE IMPACT The LHIA award of $565,000 will be directly passed through to River Heights Apartments, LLLP through a loan agreement for the development of Cahill Place Apartments.

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Supporting Documents: Previous Board Action(s): Attachment A: Grant Agreement


Authorization To Execute Local Housing Incentives Account (LHIA) Grant Agreement With Metropolitan Council For Cahill Place Apartments Development

WHEREAS, Center City Corp, (Center City), acting as general partner of River Heights Apartments, LLLP (developer), is developing Cahill Place Apartments in the city if Inver Grove Heights; and

WHEREAS, Cahill Place Apartments is a 40-unit affordable housing development with coordinated services targeted to Dakota County families facing homelessness and other significant barriers to housing stability; and

WHEREAS, Center City sought funding for Cahill Place Apartments through the Minnesota Housing Consolidated RFP process and was awarded $565,000 of Local Housing Incentives Account (LHIA) funds from Metropolitan Council; and

WHEREAS, Developers cannot be direct recipients of LHIA funds; and

WHEREAS, Metropolitan Council requested the Dakota County CDA administer the LHIA funds due to our significant financial investment in the Cahill Place Apartments development; and

WHEREAS, Dakota County CDA will be responsible for executing the LHIA grant agreement between the CDA and Metropolitan Council, passing LHIA funds to the development partnership (River Heights Apartments, LLLP) for eligible expenses, and submitting status reports and reimbursement reports on behalf of the project.

NOW, THEREFORE, BE IT RESOLVED by the Dakota County Community Development Agency Board of Commissioners, That the Agency hereby authorizes the execution of the Local Housing Incentives Account (LHIA) grant agreement in the amount of $565,000 for the Cahill Place Apartments development.




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4D - Attachment A

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Continue Public Hearing To Receive Comments And Authorize Executive Director To Enter Into A Purchase Agreement For Approximately 1.36 Acres Of Property In West St. Paul


Other: Proceeds will be added to the budget upon closing of the sale.

PURPOSE/ACTION REQUESTED Continue and close public hearing regarding the disposition of vacant property. Authorize Executive Director to enter into purchase agreement for 1.36 acres of property in West St. Paul.

SUMMARY The public hearing to receive comments on the disposition of approximately 1.36 acres of property in West St. Paul was opened at the April 17, 2019, CDA Board of Commissioners meeting. The public hearing was continued to the May 21, 2019 CDA Board meeting to allow enough time to fully vet an offer received from Autozone Parts, Inc. (Autozone) for the subject property.

The CDA received two offers to purchase the five parcels in West St. Paul (Attachment A) on the east side of Robert Street, one from Hampton Companies LLC (Hampton) and one from Autozone.

Hampton is interested in developing a 32-unit high acuity assisted housing and memory care facility on the site. The negotiated purchase price for the 1.36 acres of property is $575,000. Hampton presented its development plans to the City of West St. Paul Economic Development Authority (EDA) on March 11, 2019, at a work session and received a positive response regarding the proposed project. Hampton staff also presented the concept to the CDA Board of Commissioners during the April 17 public hearing.

Autozone is interested in relocating to this site from its current location at 1520 Robert St South and building a new retail auto parts, supplies, and accessories store. The offered purchase price for the 1.36 acres of property is $650,000.

The 2019 County assessed value (payable 2020) for the five parcels is $452,500. Both purchase offers exceed the assessed value. The sale of the 1.36 acres of property does satisfy the CDA Acquisition and Disposition Policy.

The buyer selected will be responsible for costs related to site due diligence including City approvals for the proposed project.

This sale is proceeding under Minnesota Statute 469.105, by which the CDA may sell property if it determines that the sale is in the best interest of the county and that the transaction furthers its general plan of economic development. Pursuant to Minn. State. 469.105, a public hearing must be held on the proposed terms of the sale of the property. This public hearing was scheduled by Resolution #19-6117 at the March 19, 2019 CDA Board meeting (Attachment B). The public hearing opened on April 16, 2019 and continued to May 21, 2019, fulfills this requirement.

RECOMMENDATION Staff has reviewed both offers and compared responses based on best use of the site and potential property taxes. Staff recommends the Executive Director enter into a purchase agreement with Hampton Companies LLC, subject to approval of the final terms and conditions by the County Attorney’s Office.

EXPLANATION OF FISCAL/FTE IMPACT Expected revenue from the sale of the parcels will be credited back to the original funding sources used to acquire the parcels, including CDA general fund and pooled Tax Increment Financing funds.

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Supporting Documents: Previous Board Action(s): Attachment A: Site Map 19-6117; 03/19/19Attachment B: Public Notice Attachment C: Draft Purchase Agreement


Continue Public Hearing To Receive Comments And Authorize Executive Director To Enter Into A Purchase Agreement For Approximately 1.36 Acres Of Property in West St. Paul

WHEREAS, Dakota County CDA and the City of West St. Paul have been redeveloping the area on both sides of Robert Street between Annapolis Street E. and Haskell Street E., known as the North Gateway, for more than 30 years; and

WHEREAS, the CDA is working with brokerage firm CBRE to actively market CDA-owned vacant land in the North Gateway, including five parcels on the east side of Robert Street totaling 1.36 acres (PIDs #42-83400-05; #42-83400-00-051; #42-83400-00-052; #42-04200-05-11; and #42-04200-05012); and

WHEREAS, the CDA has received two viable offers for the 1.36 acres of property; and

WHEREAS, pursuant to Minn. Stat. 469.105, a public hearing was conducted April 16, 2019 and continued to May 21, 2019, on the proposed terms of the sale of property; and

WHEREAS, staff recommends selecting the offer from Hampton Companies LLC proposing a 32-unit high acuity assisted housing and memory care facility with a negotiated purchase price of $575,000; and

WHEREAS, the sale of the property does satisfy the CDA Acquisition and Disposition Policy; and

WHEREAS, any potential sale would be subject to receipt of City approvals for the proposed project.

NOW, THEREFORE, BE IT RESOLVED by the Dakota County Community Development Agency Board of Commissioners, That the Executive Director is authorized to enter into a purchase agreement with Hampton Companies LLC, subject to approval of the final terms and conditions by the County Attorney’s Office.




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Attachment A

Site Map

5A - Attachment A

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5A - Attachment B

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PURCHASE AGREEMENT

THIS AGREEMENT is made and entered into this _____ of _____, 2019, by and between Dakota County CDA ("Seller") and Hampton Companies, LLC, and or its assigns ("Buyer").

In consideration of the Earnest Money, as hereinafter defined, the mutual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

1. Sale and Purchase. Subject to the terms, conditions, contingencies, representations andwarranties set forth in this Agreement, Seller agrees to sell and assign to Buyer, and Buyeragrees to purchase and accept from Seller, the following:

a. All of Seller's right, title and interest in PID # 42-83400-00-05, #42-83400-00-051, #42-83400-00-052, #42-04200-05-011, #42-04200-05-012 located in West Saint Paul,Dakota County, Minnesota, legally described on Exhibit A attached hereto and herebymade a part hereof, together with all rights, privileges, improvements, easements,hereditaments and appurtenances thereto ("Real Property");

b. To the extent they are assignable, all right, title and interest of Seller in and to anydrawings, plans, building permits, surveys and certificates of occupancy relating to theconstruction of improvements on the Real Property, and all licenses and permitsrelating to the ownership and operation of the Real Property (collectively, "Plans,Licenses and Permits");

c. To the extent they are assignable, all right, title and interest of Seller in all warrantiesand guaranties regarding acquisition, construction, design, use, operation, managementor maintenance of the Real Property and the Real Property ("Warranties").

d. All records of Seller regarding the Real Property, including all records regardingmanagement and leasing, real estate taxes and assessments, insurance, tenants,including common area and tax charges, maintenance, repairs, capital improvementsand services, but excluding tax returns and such other records as are normally viewedas confidential ("Records").

The above listed items are herein collectively called the "Property. "

2. Purchase Price. The purchase price for the Property shall be Five Hundred Seventy FiveThousand Dollars and 00/100 ($575,000.00). This price is based as follows: The Seller willmeet with city to get approvals on the Property. The purchase price shall be payable as follows:

a. Ten Thousand and No/100 Dollars ($ 10,000.00) as initial earnest money which shallbe due within 5 business days upon execution of this Purchase Agreement ("EarnestMoney'), and which shall be held prior to Closing by Custom Home Builders Title (the"Title Company'); and

b. The balance of the amount due will be paid by cash, certified funds or wire transfer onthe Closing Date (as hereinafter defined).

5A - Attachment C

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c. Buyer will entitle the property for a 32-unit high acuity assisted living and memory carefacility.

3. Title. Within fifteen business days after the date of this Agreement, Seller will be responsiblefor ordering or providing, at Seller's expense, the following (collectively, the "Title Evidence")to Buyer:

a. Title Insurance Commitment. Seller shall provide a current ALTA form B Owner'sPolicy title commitment ("Commitment") for title insurance issued by Custom HomeBuilders Title Company.

b. Suryey. Seller shall also deliver to Buyer a copy of any survey if any of the RealProperty (collectively, the "Survey") which is in Seller's possession or control.

Seller at Seller's expense will furnish Buyer with a title insurance commitment within fifteen (15) days of the execution of the Purchase Agreement. Said Commitment shall be based on thecurrent edition of ALTA Form B Owner's Policy, subject only to those matters disclosed by thepreliminary title report and specifically approved by Buyer. Buyer shall have thirty (30) daysfrom receipt of the title insurance commitment to object to conditions thereon. Seller shall havethirty (30) days after Buyer's written objections to satisfy all title objections to Buyer'ssatisfaction, during which time the Buyer's Due Diligence Period is automatically extended. IfBuyer's objections are not satisfied, Buyer may waive it objections or declare the PurchaseAgreement null and void in writing within ten (10) days of the expiration of the Seller's cureperiod.

The Buyer acknowledges and agrees that Seller shall have no obligation to cure the following encumbrances (collectively, the "Permitted Encumbrances"):

(a) Building and zoning laws:(b) Reservation of any minerals or mineral rights to the State of Minnesota;(c) Utility and drainage easements identified on the Survey that do not interfere with the

current use of the Property; and(d) All matters set fourth in the Survey and/or the Commitment that are not objected to by

Buyer as provided for herein or which are either cured by Seller or waived by Buyer.

4. Real Estate Taxes and Special Assessments. Real estate taxes due and payable in 2019 shall beprorated between Seller and Buyer on the basis of the number of days in the calendar year ofClosing before the Closing Date (as to Seller) or including and after the Closing Date (as toBuyer). Seller shall pay for all special assessments (pending and levied) as of the date of closing.Buyer shall assume any subsequent special assessments. Buyer shall pay all real estate taxesdue and payable in the year following Closing and thereafter.

5. Approval of Documents. Within15 business days of the execution of this agreement, Seller willprovide to Buyer the following documents:

a. Copies of the statements for real estate taxes paid or payable in calendar year 2018 and2019 with respect to the Real Property;

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b. Copies of any existing contracts in Seller's possession for the supplying of equipmentand/or services to the Property;

C. Copies of any and all Leases affecting the Property;

d. Copies of any site plans, concept plans, surveys and specifications of any improvementsof the Real Property in Seller's possession; and

e. Copies of any and all environmental reports and or soil tests regarding the RealProperty.

Buyer shall be provided a period of 15 days following receipt of the same to review and approve said documents. Buyer to provide Seller written notices if the data disclosed by such documents are unacceptable or require further clarification or explanation.

In the event that this transaction is not closed for any reason, then Buyer shall, and shall cause its agents, attorneys, consultants and prospective lenders to, return to Seller all documents and copies of documents provided by Seller hereunder.

6. Due Diligence Period. Buyer shall have the right during a period commencing with the date ofthis Agreement and ending One Hundred and Twenty (120) days thereafter, at its sole cost,expense and risk, to examine and inspect the Property and to conduct feasibility studies withregard to the ownership and operation of the Property. Upon giving reasonable advance notice(not less than one business day in any event) to Seller, Buyer may enter upon the Property toinspect the same, and may conduct tests and examinations with regard thereto, provided thatBuyer's activities do not unreasonably interfere with the rights of tenants or the ongoingoperation of the Property. Buyer's right of inspection shall include the right to physicallyinvestigate the property. Buyer shall promptly restore the Property to substantially the samecondition in which it existed immediately prior to any physical tests conducted by or on behalfof Buyer. Buyer shall indemnify and hold Seller harmless from and against any and all costs,liabilities, claims, liens, encumbrances or causes of action (including without limitation,reasonable attorneys' fees) arising out of Buyer's actions taken on the Property in conjunctionwith exercising its rights under this Section 5, and such indemnification obligation shall survivethe Closing or any termination of this Agreement. Within 5 business days of execution of thisagreement, Seller will deliver all environmental studies in sellers possession associated withthe property. If Buyer in its sole discretion decides to terminate this agreement because ofconditions disclosed by such inspection, prior to the end of the Inspection Period Buyer shalldeliver to Seller a written notice indicating its termination this Agreement pursuant to the termsof this paragraph. Upon termination pursuant to Buyer's rights under this paragraph, theAgreement shall be cancelled, the Earnest Money shall be returned to Buyer with any accruedinterest, and the parties shall have no further obligations to each other except as to thoseobligations which specifically survive termination.

7. Conditions to Seller's Performance Hereunder. This Purchase Agreement and Seller'sobligations hereunder shall be conditioned, for the sole benefit of Seller, upon the following:

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a. Buyer's Performance. All representations and warranties, if any, of Buyer hereundershall be true as of the Closing Date and Buyer shall have performed all of its covenants,duties and obligations under this Purchase Agreement.

8. Conditions to Buyer's Performance. This Purchase Agreement and Buyer's obligations to closea purchase hereunder are conditioned, for the sole benefit of Buyer, upon the following:

a. Seller's Performance. All representations and warranties of Seller hereunder shall betrue as of the Closing Date and Seller shall have performed all of its covenants, dutiesand obligations under this Purchase Agreement.

b. Title. Title shall have been found acceptable, or have been made acceptable, inaccordance with the requirements of Paragraph 3 above.

9. Representation, Warranties and Covenants of Seller. Seller represents that as of the date of thisAgreement:

a. Seller has the limited liability company authority to enter into and perform itsobligations under this Agreement.

b. Seller has received no notice of any violation from any federal, state, or local authorityconcerning any code, law, or regulation applicable to the Property. If notice of any suchviolation is received by Seller, Seller shall immediately notify Buyer in writing.

c. There has been no labor or materials furnished at Seller's request to the Property forwhich Seller has not made payment.

d. Seller agrees to provide a list if all current tenants or other occupants of the Property (ifany).

e. Seller has not entered into any existing option or other agreement for the purchase fromanother Buyer for any part of the Property.

f. Seller has received no notice of actual or threatened special assessments orreassessments of the Property, including any Homeowner's Association assessments,except as disclosed in writing to Buyer by Seller prior to the execution of thisAgreement.

g. There is currently no mortgage financing entered into by Seller secured by anymortgage on the Property.

h. To Seller's knowledge there is no action, litigation, investigation, condemnation, orproceeding of any kind pending or threatened against Seller or any portion of theProperty.

Each of the foregoing representations and warranties shall be deemed remade as of the Closing Date and shall be true in all material respects as of the Closing Date (with such changes thereto as Seller shall notify Buyer of and as Buyer may accept prior to or as of the closing) and as so remade, shall

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survive the closing, delivery of the warranty deed and other documents contemplated hereby, and any investigation by or on behalf of either party.

10. Damage or Destruction. If, prior to the Closing Date, all or any part of the Real Property issubstantially damaged by fire, the elements, or any other cause whatsoever, Seller shallimmediately give notice to Buyer of such fact and at either Buyer's or Seller's option (to beexercised within thirty (30) days after Seller's notice), this Agreement shall terminate, in whichevent neither party will have any further obligations under this Agreement (except as to thoseobligations which specifically survive termination) and the Earnest Money, together with anyaccrued interest, shall be refunded to Buyer. If neither Buyer nor Seller timely elects toterminate this Agreement due to such damage, or if the Property is damaged but notsubstantially, Seller shall promptly commence to repair such damage or destruction and returnthe property to its condition prior to such damage. If such damage shall be completely repairedprior to the Closing Date then there shall be no reduction in the Purchase Price and Seller shallretain the proceeds of all insurance related to such damage. If such damage shall not becompletely repaired prior to the Closing Date but Seller is diligently proceeding to repair, thenSeller shall either complete the repair after the Closing Date, or shall provide Buyer with acredit against the Purchase Price for the remaining work to be completed and shall be entitledto receive the proceeds of all insurance related to such damage after repair is completed;provided, however, Buyer shall have the right to delay the Closing Date until repair iscompleted. If Seller shall fail to diligently proceed to repair such damage, then Buyer shall havethe right to require a closing to occur and the Seller shall assign to Buyer all right to receive theproceeds of all insurance related to such damage, and the Purchase Price shall remain the same.For purposes of this Section, the words "substantially damaged" mean damage that it wouldcost $100,000.00 or more to repair.

11. Condemnation. If, prior to the Closing Date, eminent domain proceedings are commencedagainst all or any part of the Property, Seller shall immediately give notice to Buyer of suchfact and at Buyer's or Seller's option (to be exercised within thirty (30) days after Seller's notice),this Agreement shall terminate, in which event neither party will have further obligations underthis Agreement (except as to those obligations which specifically survive termination) and theEarnest Money, together with any accrued interest, shall be refunded to Buyer. If neither Buyernor Seller timely elects to terminate this Agreement then there shall be no reduction in thePurchase Price, and Seller shall assign to Buyer at the Closing Date all of Seller's right, title andinterest in and to any award made or to be made in the condemnation proceedings. Prior to theClosing Date, Seller shall not designate counsel, appear in, or otherwise act with respect to thecondemnation proceedings without Buyer's prior written consent, which consent shall not beunreasonably withheld, conditioned or delayed.

12. Adjustments. All utility bills, operating expenses (other than real estate taxes and specialassessments), base rents and all other income and charges shall be prorated to the Closing Dateand adjusted between the parties accordingly.

In addition to the other costs and expenses specifically provided for in this Agreement, closing costs and expenses shall be borne as follows:

a. Seller shall be obligated for and shall pay:

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Cost of issuance of the Owner's Title Commitment as required herein;

(ii) One-half (1/2) of the closing fee charged by the Title Company;

(iii) Seller's attorneys' fees;

(iiv) State Deed Tax;

(v) Conservation Fee payable for the Deed;

(vi) All fees for recording all documents necessary to place record title in Seller'sname and in the condition represented by Seller in this Agreement;

b. Buyer shall be obligated for and shall pay:

The cost of recording or filing the Deed;

(ii) The premium for a policy of title insurance and for all endorsements; (iii) The

Buyer's attorneys' fees;

(iv) One-half (1/2) of the closing fee charged by the Title Company;

13. Closing.

a. General• Possession. Subject to all the terms and conditions of this Purchase Agreementhaving been complied with, the closing of the transactions contemplated hereby shalloccur on or before 30 days after City approvals. Possession of the Real Property shallbe transferred by Seller to Buyer on the Closing Date.

b. Deliveries by Seller at Closing. At the closing, Seller shall deliver to Buyer thefollowing:

(l) A warranty deed, in recordable form, duly executed by Seller, conveying marketabletitle in the Real Property to Buyer.

(2) A standard form Seller's Affidavit, duly executed by Seller.

(3) A warranty bill of sale duly executed by Seller, conveying all of Seller's interestin the Real Property if there is any Real Property to transfer.

(4) An Assignment and Assumption of Rights that are to be transferred, if any

pursuant to this Agreement.

(5) An affidavit of non-foreign status, duly executed by Seller, containing suchinformation as is required by IRC Section 1445(b)(2) and its regulations.

(6) Keys and security codes to all locks on the Real Property.

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(7) All books and records pertaining to the operation of the Real Property duringSeller's ownership thereof.

(8) All Plans, Licenses and Permits pertaining to the Real Property.

(9) The originals of all Property Agreements.

(10) All other agreements, documents and instruments necessary or incident toconsummation of the transactions contemplated hereby.

c. Deliveries by Buyer at Closing. At the Closing, Buyer shall deliver to Seller thefollowing:

(l) The funds required by Section 2.b hereof by certified check or wire transfer.

(2) All other agreements, instruments and documents necessary or incident toconsummation of the transactions contemplated hereby.

The performance by Seller and Buyer at the closing shall be concurrent.

14. Remedies. If Buyer or Seller cancels this Purchase Agreement by reason of non-satisfaction ofone or more conditions to closing, all Earnest Money paid by Buyer to Seller (including allaccrued interest thereon) shall be promptly refunded to Buyer. In the event of a default byBuyer, Seller may cancel this Purchase Agreement and retain the Earnest Money and all interestearned thereon as liquidated damages. In the event of a default by Seller, Buyer shall be entitledto a return of its earnest money and all interest accrued thereon. This provision shall not depriveeither party of the right of enforcing the specific performance of this Agreement, or the right torecover damages, including attorneys' fees, provided this Agreement is not terminated and anyaction to enforce specific performance is commenced within six (6) months after such right ofaction arises. Notwithstanding the foregoing statements, this provision shall not limit Seller'sremedies with respect to any of Buyer's obligations under Sections 5 or 17 of this Agreementwhich shall survive cancellation.

15. Confidentiality. Under no circumstances shall Buyer, or its agents publish, divulge or otherwisedisclose the Purchase Price, any or all of the other specific terms of this Agreement, anyinformation supplied, or made available to Buyer by Seller pursuant to this Agreement, ordiscovered by Buyer in the course of Buyer's inspections hereunder, publish, release orotherwise disclose to any other parties, except for Buyer's agents, attorneys, consultants andprospective lenders who have a legitimate need for such information, unless and until thistransaction has closed, or unless such disclosure is required by law. In the event that thistransaction is not closed for any reason, then Buyer shall, and shall cause its agents, attorneys,consultants and prospective lenders to return all documents and copies of documents providedby Seller hereunder to Seller. Neither this Agreement nor any memorandum thereof shall berecorded in the office of the county recorder or registrar of titles of the county in which the RealProperty is located. Buyer's obligations under this Section shall survive the Closing or anytermination of this Agreement.

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16. 1031 Exchange. Buyer and Seller agree to cooperate with each other should either party desireto complete a deferred Section 1031 like-kind exchange of the Property so long as the otherparty is not required to incur any further cost or liability.

17. Notices. All notices, offers, requests, and other communications from any other palties heretoto the others shall be in writing and shall be considered to have been duly given or served if:delivered personally; or if sent by first class certified or registered mail, return receipt requested,postage prepaid; or if transmitted by facsimile, copy followed by mail as above required; or ifdeposited cost paid with a nationally recognized, reputable overnight courier, properlyaddressed as follows or to such other address within the United States of America as such partymay hereafter designate by written notice to the other parties:

If to Buyer, to:

Jeremy Larson

Vice President

Hampton Companies LLC

1341 County Rd D, Circle E

Vadnais Heights, MN 55109

with copies to: If to Seller, to:

Dakota County CDA

Notices, objections and other communications shall be deemed effective upon delivery, if personally delivered, one (l) business day after being deposited with a nationally recognized overnight air courier, two (2) business days after mailing by certified or registered mail, or on the day of facsimile transmission if the sending party receives transmittal confirmation from the sending facsimile machine and deposits a copy of the notice or other communication in first class, certified or registered mail, return receipt requested, postage prepaid on the date of the transmission addressed to the addressee as set forth above, all without regard to the actual receipt by addressee. Rejection or refusal to accept or the inability to deliver notice hereunder because of a changed address of which no notice was given shall be deemed to be receipt of the notice, demand or request.

17. Assignability. Buyer may assign its rights under this Agreement without the prior writtenconsent of Seller to an entity controlled by Buyer. If such an assignment occurs, Buyer shallprovide written notice of such assignment, and the patties shall execute an amendment to thisPurchase Agreement reflecting the assignment. No such assignment shall relieve Buyer from

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liability for its obligations under this Agreement. Seller shall not assign its interest in this Purchase Agreement without the prior written consent of Buyer.

18. Time of Essence. Seller and Buyer agree that time shall be of the essence of this Agreement.

19. Interpretation. This Agreement shall not be construed more strictly against one party thanagainst the other merely by virtue of the fact that it may have been prepared by counsel for oneof the parties, it being recognized that both Seller and Buyer have contributed substantially andmaterially to the preparation of this Agreement.

20. Construction. The headings of the sections and subsections of this Purchase Agreement are forconvenience and reference only and does not form a part hereof, and in no way interpret orconstrue such sections and subsections. Whenever the context requires or permits, the singularshall include the plural, the plural shall include the singular, and the masculine, feminine andneuter shall be freely interchangeable.

21. Definitions. If any date herein set forth for the performance of any obligations by Seller ofBuyer or for the delivery of any instrument or notice as herein provided should be on a Saturday,Sunday or legal holiday, the compliance with such obligations or delivery shall be deemedacceptable on the next business day following such Saturday, Sunday or legal holiday. As usedin this Section, the term "legal holiday" means any state or federal holiday for which financialinstitutions or post offices are generally closed in the State of Minnesota. The term "including"shall mean including, as an example, without limiting the generality of the foregoing.

22. Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties'respective heirs, representatives, successors, and assigns. This Agreement is for the sole benefitof Seller and Buyer (including a permitted Assignee), and no third party (including withoutlimitation, any real estate broker or any subsequent owners of the Property) is intended to be abeneficiary of or have the right to enforce this Agreement.

23. Attorneys' Fees. In the event of litigation between the parties in connection with this Agreement,the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from thenon-prevailing party. The obligation in the immediately preceding sentence shall survive anytermination of this Agreement or the closing.

24. Entire Agreement. This instrument (including all exhibits hereto) contains the entire agreementof the parties. It may not be changed orally but only by an agreement in writing signed by theparty against whom enforcement of any waiver, change, modification, extension or dischargeis sought.

25. Counterparts. This Agreement may be executed in any number of counterparts, each of whichshall be deemed to be an original, but all of which together shall constitute one and the samedocument. A signature page to any counterpart may be detached from such counterpart withoutimpairing the legal effect of the signatures thereon and thereafter attached to another counterpartidentical thereto except having attached to it additional signature pages.

26 . If any provision of this Agreement is held to be unenforceable or void, such provision shall be deemed to be severable and shall in no way affect the validity of the remaining terms of this Agreement.

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Governing Law. This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the State of Minnesota.

Dakota County CDA (Seller) agrees to pay Hampton Real Estate Group a commission of 3% of the sales price.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year first written above.

BUYER:

Hampton Companies, LLC

By: Jeremy Its: Vice President

SELLER:

Dakota County CDA

By: Its:

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EXHIBIT A Legal Description to be verified by Title Company

PID # 42-83400-00-05, #42-83400-00-051, #42-83400-00-052, #42-04200-05-011, #42-04200-05-012 located in West Saint Paul, Dakota County, Minnesota

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Conduct Public Hearing To Receive Comments And Authorize Executive Director To Enter Into A Purchase Agreement For The Vacant Lot At 711 13th Avenue North, South St. Paul

Fiscal/FTE Impact: Meeting Date: 5/21/2019 None Department: Housing Development Amount included in current budget Prepared By: Lori Zierden Budget amendment requested Contact: Kari Gill FTE included in current complement Contact Phone: 651-675-4477 New FTE(s) requested

Other: Funds will be added to General Fund after sale.

PURPOSE/ACTION REQUESTED Conduct and close a public hearing regarding the disposition of vacant property. Authorize Executive Director to enter into purchase agreement for the single-family lot located at 711 13th Avenue

North, South St. Paul.

SUMMARY This property was previously sold to HHK Homes; however, they were not able to perform. At the April CDA Board meeting, the Board authorized staff to repurchase the property (Site Map – Attachment A) and release the Request For Proposals (RFP). This property is excess land next to the CDA’s Thompson Heights senior housing development. Six lots were platted when the senior housing was developed and the rest of the lots have been sold. The CDA extended the water and sewer utilities in the fall 2017. Any additional city fees that may be incurred on this lot will be paid by the builder not the CDA.

The CDA released the RFP on April 17, 2019. The RFP was written with Selection Criteria to help evaluate the responses. The maximum number of points available is 70 points. The RFP required the proposals to contain an offer of no less than the Dakota County assessed value of $43,100 for each vacant parcel. The CDA received one response from Timeless Homes, LLC. This builder purchased the other three lots on 13th Avenue North (Lots 6, 8, and 9) from the CDA last fall.

Timeless Homes, LLC is offering to buy Lot 7 Block 1 Thompson Heights (711 13th Avenue North) for $43,100. This proposal does meet the CDA and City of South St. Paul requirements for development. This sale is proceeding under Minnesota Statute 469.105, by which the CDA may sell property if it determines that the sale is in the best interest of the county and that the transaction furthers its general plan of economic development. The buyer will be required to enter into a Repurchase Option Agreement that will allow the CDA to repurchase the parcel if the developer is unable to perform (begin construction) within one year of closing. The CDA can waive this requirement if satisfactory progress is being made regarding construction on the lots.

Timeless Homes has been marketing Lots 6, 8, and 9 over the winter. It is our understanding that Lots 6 and 8 are sold to future homebuyers; these two homes will be rambler style. The permit applications have been submitted to the city and they anticipate breaking ground in about two weeks. Lot 9 will be a two-story style home; the builder anticipates that this lot will be sold to a homebuyer and the permit application will be submitted within the next week to the city.

Pursuant to Minn. Stat. 469.105, a public hearing must be held on the proposed terms of the sale of the property. This public hearing was scheduled by Resolution #19-6125 at the April 16, 2019 CDA Board meeting.

RECOMMENDATION Staff recommends authorization for the Executive Director to enter into a purchase agreement for 711 13th Avenue North.

EXPLANATION OF FISCAL/FTE IMPACT Revenue from the sale of the lot will be credited back to the CDA’s General Fund.

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Supporting Documents: Previous Board Action(s): Attachment A: Site Map 16-5721; (4/16/2016); 17-5849; (3/21/2017)Attachment B: Public Notice 18-5964; (1/16/2018); 18-5978 (2/27/2018)Attachment C: Proposed Home Elevations 18-5979 (2/27/2018); 18-6001 (4/24/2018)Attachment D: Draft Purchase Agreement 18-6013; (5/22/2018); 18-6022 (6/19/2018)

18-6060 (10/23/2018); 18-6069 (11/27/2018)19-6124 (4/16/2019)


Conduct Public Hearing To Receive Comments And Authorize Executive Director To Enter Into A Purchase Agreement For The Vacant Lot At 711 13th Avenue North, South St. Paul

WHEREAS, the CDA is able to dispose of property after holding a public hearing for which notice is published; and

WHEREAS, pursuant to Minn. Stat. 469.105 a notice of the public hearing was published by the CDA in the Dakota County Tribune not less than ten days nor more than 30 days prior to the date of the public hearing (the Public Hearing Notice); and

WHEREAS, the CDA Board of Commissioners held a public hearing on May 21, 2019 at 3:30 p.m. in the Boardroom, Dakota County Community Development Agency offices, 1228 Town Centre Drive, Eagan, Minnesota, for the purpose of receiving comments on the proposed sale of Lot 7 Block 1 Thompson Heights (711 13th Avenue North); and

WHEREAS, the Dakota County CDA purchased property as part of the redevelopment efforts of the former Lincoln School site located at Thompson Avenue on 13th Avenue North and 15th Avenue North in South St. Paul legally described as Lots 3-9, Block 1 Thompson Heights; and

WHEREAS, the CDA released a Request For Proposals on April 17, 2019 for proposals to purchase and develop the remaining single-family lot located adjacent to the CDA’s Thompson Heights senior housing development; and

WHEREAS, the CDA received one proposal from Timeless Homes, LLC to acquire and develop the remaining lot; and

WHEREAS, the proposal meets the requirements of the CDA and the City of South St. Paul for acquisition and construction of a new home on the lot; and

WHEREAS, the buyer will be required to enter into a Repurchase Option Agreement; and

NOW, THEREFORE, BE IT RESOLVED by the Dakota County Community Development Agency Board of Commissioners, That the Executive Director is authorized to continue to negotiate with and enter into a purchase agreement in the amount of $43,100 with Timeless Homes, LLC for the sale of Lot 7 Block 1 Thompson Heights (711 13th Avenue North).




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Attachment A

Site Map – 711 13th Avenue North, South St. Paul

5B - Attachment A

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5B - Attachment B

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Two Story/3-car garage:

5B - Attachment C

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Rambler/3-car garage:

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Purchase Agreement

This Purchase Agreement (the "Agreement") made and entered into effective this day of , 2019 (“Effective Date”) by and between Timeless Homes, LLC, a

Minnesota Limited Liability Company (“Buyer”), having its principal address at 2120 Wuthering Heights, Eagan MN 55122 and Dakota County Community Development Agency, a public body corporate and politic and a political subdivision of the State of Minnesota (“Seller”) having its principal offices at 1228 Town Centre Drive, Eagan.

RECITALS:

WHEREAS, Seller is the owner of approximately .22 acres of vacant land in the City of South St. Paul, County of Dakota, State of Minnesota legally described as follows, with Parcel Identification Number and address noted for reference:

Lot 7, Block 1 Thompson Heights, Dakota County, MN, according to the recorded plat thereof

PID 36 764 00 01 070 711 13th Avenue North, South St. Paul, MN 55075

(the "Property") and located as shown on Exhibit A attached hereto; and

WHEREAS, the Buyer wishes to acquire the Property to develop a single-family home as shown in Exhibit B (“Buyer Project”); and

WHEREAS, in accordance with the terms of this Agreement, the Seller has agreed to sell and the Buyer has agreed to acquire the Property on the terms and conditions stated in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and agreements stated herein and in consideration of the Earnest Money (defined herein) paid, receipt of which is hereby acknowledged, the parties agree as follows:

I. CONDITIONS FOR CONVEYANCE. The following contingencies are for the solebenefit of the Buyer and must be performed or obtained to the reasonable satisfaction ofthe Buyer prior to Closing (defined herein). The Buyer shall have the right to waive anycontingency by written notice to Seller. Termination of this Agreement as a result of thefailure of the below listed contingencies, written notice of which shall be given to Sellerby the Buyer prior to Contingency Date, shall result in both parties hereto being relievedof any further rights, responsibilities or obligations hereunder, and the Earnest Money,plus interest if any, shall be returned in full to the Buyer.

A. After Seller signs this Agreement, Buyer will engage consultants to completeplans for proposed development and will complete and submit requiredapplications and documentation to the City of South St. Paul (“City”). Selleragrees to cooperate by providing all information in its possession and by signingsaid applications if required.

5B - Attachment D

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B. The Buyer must be satisfied, in its sole discretion, with the results of tests and

inspections. C. The Thompson Heights Restrictive Covenants shall be acceptable to the Buyer in

its sole discretion (Exhibit D). D. On the Closing Date, the condition of title and Survey to the Property shall be

acceptable to the Buyer in its sole discretion and a 2006 Owner’s Title Policy in a form reasonably acceptable to the Buyer shall be available for purchase by the Buyer.

E. The representations and warranties of Seller made in this Agreement shall be true

and correct in all material respects up through and including the Closing Date, with the same force and effect as if such representations were made at such time.

F. As of the Closing Date, there shall have been no material adverse change in the

condition of the Property or title to the Property. For the purposes of this Article I, the phrase “Contingency Date” for the Contingencies set forth in Subsections A, B, and C shall be July 31, 2019.

II. PURCHASE PRICE.

A. Price. The purchase price (the "Purchase Price") for the Property is Forty-Three Thousand One Hundred Dollars ($43,100.00).

B. Payment of Purchase Price. The Purchase Price is payable as follows:

(1) Earnest money of One Thousand Dollars ($1,000.00) (“Earnest Money”) paid by the Buyer to North American Title Company, ("Title Company") pursuant to its designation as escrow agent within five (5) business days after the Effective Date of this Agreement. The Earnest Money shall in all events be applicable to the Purchase Price at Closing and shall remain refundable to Buyer until Closing. Agent shall administer and disburse said Earnest Money according to the terms of this Agreement.

(2) Final payment of the balance of the Purchase Price paid by the Buyer to the Seller at Closing, plus or minus pro-rations or other adjustments made pursuant to the terms of this Agreement.

III. TITLE AND TITLE COMMITMENT.

A. Title. Seller shall transfer the Property to Buyer by Limited Warranty Deed, conveying good and marketable title in fee simple free and clear of any and all liens, deeds of trust, land trusts, mortgages, pledges, security interests, leases, charges, encumbrances, easements, assessments, reservations, restrictions and other conditions, except for those expressly waived or approved by the Buyer in

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writing or specifically authorized by the terms of this Agreement (“Permitted Encumbrances”).

B. Title Commitment. Title Examination will be conducted and completed prior to

the Closing in the following manner:

(1) Seller shall furnish, within five (5) days of the Effective Date, a title insurance commitment (“Commitment”) and copies of all documents referenced in the Commitment issued by North American Title Company (the "Title Company") for an owner’s title insurance policy. The Buyer shall require that the Owner’s Policy of Title Insurance issued pursuant to the Commitment and endorsements thereto be in the amount of the Purchase Price, that all standard exceptions be deleted, and the policy is inclusive of endorsements requested by the Buyer. The cost of purchasing an owner’s title insurance policy shall be borne by the Buyer.

The Seller shall has provided to the Buyer a Certificate of Survey (“Survey”).

The Commitment, endorsements thereto, documents pertaining to exceptions therein, Survey and abstract, if any, shall be known as “Title Evidence”.

(2) Buyer shall have ten (10) days after receipt of Title Evidence or the

Effective Date, whichever is later, to examine title to the Property. If said examination reveals any terms, conditions, items, interests, or matters pertaining to the Property that are unacceptable to Buyer, in its sole determination, or if the Commitment shows exceptions other than matters specifically set out herein as Permitted Encumbrances. The Buyer shall notify Seller in writing, of its specific title objections (“Objections”) except that the Buyer need not object to liens, deeds of trust, mortgages, pledges or security interests and such items shall be automatically deemed objections. The following Permitted Exceptions shall not be considered objections to marketable title:

(a) Reservation of any minerals or mineral rights to State of

Minnesota; (b) Utility, drainage and highway easements which do not interfere

with the use of the Property; (c) Building and zoning laws, ordinances, State and Federal

Regulations.

Buyer shall be deemed to have waived any title objections not made within the 10-day period provided for above and any items shown on the Commitment that have not been the subject of Objection shall become Permitted Encumbrances. Said waiver, however, shall not operate as a

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waiver of Seller’s covenant to deliver marketable title by Limited Warranty Deed.

(3) Upon receipt of Buyer’s objections, Seller shall, within five (5) days

notify the Buyer of Seller’s intent to proceed in a diligent manner to cure the Objections prior to Closing. Upon failure of Seller to provide notice of intention to cure objections, or if notice is furnished but Objections have not been cured within five (5) days of Closing, Buyer may elect any one or more of the following remedies:

(a) Terminate this Agreement and receive a refund of the Earnest

Money, plus interest if any, paid hereunder; (b) Waive the Objections and proceed to close. Provided, however,

Buyer shall have the right to satisfy any liens in an ascertainable amount by payment of such amount and deduction of the amount of such payment from the Purchase Price.

C. Possession. Possession of the Property shall be delivered by Seller to Buyer on

the date of Closing, and any personal property located thereon and not a part of this transaction shall have been removed prior to Closing, including debris.

IV. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND

BUYER.

A. Seller Warranties, Representations and Covenants. Seller represents, warrants and covenants as follows:

(1) Seller is a public body corporate and politic created by Minnesota Statutes,

Section 383D.41 having all the powers and duties of a municipal or county housing and redevelopment agency and economic development agency under Minnesota Statutes, Chapter 469 including the authority to acquire and hold real property as provided herein. The execution and delivery of this Agreement by the Seller has been duly authorized and Seller has the requisite power and authority to execute and perform this Agreement and those documents necessary for the consummation of the transaction contemplated hereby. This Agreement is a valid, binding obligation enforceable against the Seller in accordance with its terms.

(2) Notwithstanding any waiver of Objections arising pursuant to Section III

above, Seller shall have marketable and insurable record title to the Property as of Closing free of encumbrances except for the Permitted Encumbrances; and, in accordance with the terms of this Agreement, Seller shall convey good and marketable fee title to the Property by Limited Warranty Deed as described herein.

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(3) To the best of Seller’s knowledge: (i) there are no lawsuits pending which may affect the right of Seller to convey the Property that will not be satisfied on or before Closing; or (ii) other lawsuits pending.

(4) Neither Seller, nor to Seller’s knowledge any agent or employee of Seller,

has received notice of any suits, judgments or violations relating to or at the Property of any zoning, building, fire, health, pollution, environmental protection or waste disposal ordinances, codes, laws or regulations, which have not been corrected.

(5) To the best of its knowledge, Seller has not received any notice of any

toxic or hazardous substances (including without limitation: asbestos, urea form formaldehyde, the group of organic compounds known as polychlorinated biphenyls, and any hazardous substance as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), 42 U.S.C. Section 9601-9657, as amended) that have been generated, treated, stored, released or disposed of, or otherwise deposited in or located on the Property, without limitation, the surface and subsurface waters of the Property which caused (i) Property to become a hazardous waste treatment, storage or disposal facility within the ambit of, the Resource Conservation and Recovery Act of 1976 (“RCRA”), 42 U.S.C. Section 6901 et seq., or any similar state law or local ordinance or any other environmental law, (ii) a release or threatened release of hazardous waste from the Property within the meaning of, or otherwise bring the Property within the ambit of CERCLA, or any similar state law or local ordinance or any other environmental law, or (iii) the discharge of pollutants or effluents into any water source or system, or the discharge into the air of any emissions, which would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. Section 1351 et seq., or the Clean Air Act, 42 U.S.C. Section 7401 et seq., or any similar state law or local ordinance of any other environmental law.

(6) To the best of Seller’s knowledge, Seller has received no notice of

violation of any laws, ordinances, regulations, rules and requirements existing as of the date hereof from any governmental authority or agent having jurisdiction over the Property which are applicable to the Property or any part thereof.

(7) To the best of its knowledge, Seller is not aware of any wells existing on

the Property and shall so certify on the Limited Warranty Deed in accordance with Minnesota Statutes.

(8) Seller certifies, that to Seller’s knowledge, there is no sewage generated

on the Property and, to Seller’s knowledge, there are no abandoned individual sewage treatment facilities or underground storage tanks on the Property.

(9) There are no delinquent taxes against the Property.

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(10) To the best of Seller’s knowledge, the Property is not within a designated

100-year flood plain area.

(11) At the time of Closing, the Property shall not be subject to any outstanding leases, or any unrecorded documents containing interests in the Property. Any interests in the Property existing as of the Effective Date shall be satisfied and/or released prior to Closing.

(12) Property is non-homestead. (13) Up to and including the date of Closing, Seller has no knowledge of any

labor or material furnished to the Property for which payment has not been made, and shall execute at Closing all affidavits and other documents required by Title Company to eliminate standard or preprinted exceptions in the Commitment.

(14) At all times from the date of this Agreement to the date of Closing, Seller shall not enter into or cause to be entered into any new, or amend or modify any existing, written or oral lease, or other contract or agreement for or pertaining to the Property without the CDA’s written agreement.

These representations and warranties shall be true and correct on the date of Closing and shall survive the Closing.

B. Buyer’s Warranties, Representations and Covenants. Buyer represents, warrants

and covenants as follows:

(1) The Buyer is a Minnesota limited liability corporation.

(2) That Buyer has the financial capacity to meet its obligations specified in this Agreement.

(3) By entering into this Agreement and closing the transaction contemplated

under this Agreement, the Buyer, to the best of its knowledge, will not breach any other contract to which the Buyer is a party or violate any judgment, order, or decree of any court or arbiter that is binding of the Buyer.

(4) That Buyer will timely perform its obligations specified in this

Agreement. (5) That Buyer hereby covenants and agrees that it shall commence physical

construction of single-family home on the Property within one (1) year of the Closing Date. If such construction has not commenced within one (1) year (if circumstances warrant, Buyer may request an extension) of the Closing Date, Seller at its option, may repurchase the Property from Buyer for Forty-One Thousand One Hundred Dollars ($43,100.00) per parcel.

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Upon written notice from Seller to Buyer exercising this option, Buyer shall provide a limited warranty deed conveying the Property to Seller, free and clear of all defects, liens and encumbrances, except for current taxes not yet delinquent and those encumbrances identified in Exhibit B. This provision shall survive Closing and the parties agree to record a mutually agreeable repurchase option agreement memorializing this provision.

These representations and warranties shall be true and correct on the Closing Date and shall survive the Closing.

V. TAXES AND ASSESSMENTS AND PRORATIONS.

The Parties shall pay the real estate taxes (which term, as used in this Agreement, shall include service charges assessed against real property on an annual basis pursuant to Minnesota Statutes 429.101) and special assessments as follows:

A. At or before the Closing, Seller shall pay the real estate taxes, if any attributable

to the Property and due and payable in years prior to the year of closing, including any deferred real estate taxes under Minnesota Statutes, shall be paid by Seller;

B. Real estate taxes due and payable in the year of Closing shall be pro-rated as of the date of Closing on a calendar year basis; and

C. the Buyer shall pay all real estate taxes due and payable in the years following the year in which the Closing; and

D. the Seller shall pay all special assessments as of the date of Closing if they are assessed, levied, postponed, deferred or pending as to the Property.

VI. CLOSING.

A. Closing Date. The closing of the purchase and sale contemplated by this Agreement shall occur on or about August 30, 2019 or such other time as is mutually agreed upon by the parties (“Closing”), time being of the essence of this Agreement.

B. Closing Place. The Closing shall take place at the offices of the Title Company

located at 5001 West American Boulevard, Suite 300, Bloomington, Minnesota or such other place as the parties may agree.

C. Seller’s Closing Documents and Obligations. Seller will execute and deliver the

following:

(1) A Limited Warranty Deed, including the Well Certification statement in accordance with Minnesota law, in duly recordable form for filing in the office of the County Recorder or Registrar of Titles, conveying the Property to Buyer, free and clear of all encumbrances, except the Permitted Exceptions defined herein.

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(2) An Affidavit of Title by Seller indicating that there are no unsatisfied judgments, tax liens or bankruptcies against or involving Seller or the Property, and that there has been no labor or material furnished to the Property contracted for by or for Seller for which payment has not been made or for which mechanics' liens could be filed, and there are no other unrecorded interests in the Property created by Seller.

(3) The Commitment, down-dated, to the date of recording of deed, whereby

Title Company agrees to issue its title policy for the Property, insuring the Buyer’s interest pursuant to this Agreement, showing good and marketable fee title to the Property in the Buyer, free and clear of all exceptions to title except the Permitted Encumbrances, and including affirmative insurance as requested by the Buyer.

(4) The appropriate Federal Income Tax reporting form, if any is required.

(5) An affidavit, if required under Foreign Investment in Real Property Tax

Act or other applicable law, stating that Seller is not a “foreign Person” as defined in Section 1445 of the Internal Revenue Code of 1986 and any treasury regulations promulgated thereunder, if required.

(6) Satisfactions and/or releases of any mortgages, liens, contracts, or

encumbrances of any kind which remain on the Property at the time of Closing and require clearance (pursuant to Section III herein), except as to those items which have been accepted or waived by the Buyer in accordance with title examination procedures as provided in Section III above.

(7) Such other affidavits and documents as required by the Buyer and Title

Company to effectuate this Agreement.

D. Buyer’s Closing Documents and Obligations. The Buyer will execute and deliver the following:

(1) An authorization to release the Earnest Money and apply it to the Purchase

Price. (2) The balance of the Purchase Price to be paid in accordance with the wire

transfer instructions provided by Seller. (3) A repurchase option agreement in favor of Seller in a form mutually

agreeable to the Parties pursuant to Section IV. B (5). Repurchase Agreement is shown in Exhibit C.

(4) A Declaration of Restrictive Covenants as shown in Exhibit D.

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(5) Such affidavits of Buyer, Certificates of Value or other documents as may be reasonably required in order to record the Closing Documents and complete the transaction contemplated herein.

E. Allocation of Costs at Closing. The Buyer and Seller agree that all prorations of

costs and expenses for the sale and purchase contemplated by this Agreement will be made at Closing unless otherwise specifically stated. This allocation is as follows:

(1) Seller shall pay all costs incurred in connection with abstracting and the

issuance of the Commitment for the Property. The Buyer shall pay the premium required for the issuance of Owner’s Title Policy.

(2) Seller shall pay State Deed Tax required for the delivery and recordation

of deed of conveyance. The Seller shall pay costs of recording the Limited Warranty Deed, Declaration of Restrictive Covenants and repurchase option agreement.

(3) Real estate taxes and special assessments shall be paid as provided in

Section V above.

(4) Seller shall pay costs of recording satisfactions and/or releases of any mortgages or contracts that remain unsatisfied as of the Closing Date, and such other documents or affidavits that may be required as provided in Section VI.C above.

(5) The Buyer and Seller will each pay one-half of the fees charged by a title

company or other closing agent for handling the closing. (6) Any other costs and expenses relating to the transaction and unpaid at

Closing shall be allocated in accordance with the agreements between the parties as provided herein, and if not so provided, in accordance with the local custom of the area in which the Property is located.

VII. COMMISSIONS.

A. Broker. The Buyer and Seller respectively warrant to each other that no person provided services as a broker or finder with respect to the transaction contemplated hereby.

B. Indemnities by Seller and the Buyer. Seller and the Buyer hereby agree to

indemnify and to hold each other harmless from any claim for any real estate brokerage fee or real estate commission or finder's fee that may be claimed by any other party through Seller and the Buyer.

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VIII. CONDEMNATION. If the Property under this Agreement is condemned prior to Closing, this Agreement shall be null and void.

IX. REMEDIES UPON TERMINATION.

A. Buyer’s Remedies. If Seller defaults under this Agreement for any reason (other than the Buyer’s default), the Buyer as its sole and exclusive remedies, may either; (i) terminate this Agreement in which event the Earnest Money, plus interest if any, shall be promptly refunded to Buyer, or, at Buyer’s option, (ii) seek specific performance provided an action for specific performance is commenced within six (6) months of the Closing Date specified herein.

B. Seller’s Remedies. If the Buyer defaults under this Agreement for any reason (other than Seller’s default), Seller shall be entitled to terminate this Agreement and retain all of the Earnest Money as it’s sole and exclusive remedy. Termination by Seller shall be in manner provided for Purchase Agreement by Minn. Stat. Section 559.21, as amended, the period for reinstatement being sixty (60) days.

X. NOTICES.

A. Any notice required or permitted hereunder shall be deemed to have been given when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, when sent by a nationally-recognized overnight delivery company (such as Fed Ex), when hand-delivered, or when sent by fax (if the fax is followed by transmission by one of the other means), addressed to Seller or CDA, as the case may be, as follows:

(1) If to Seller: Dakota County Community Development Agency 1228 Town Centre Drive Eagan MN 55123 Attention: Lori Zierden

(2) If to Buyer: Timeless Homes, LLC PO Box 222 South St. Paul MN 55075

B. The addresses for the purpose of this Article may be changed by giving notice of

such change in the manner provided herein for giving notice. Unless and until such written notice is received, the last address stated herein shall be deemed to continue in effect for all purposes.

XI. MISCELLANEOUS.

A. Entry. From and after the Effective Date, the Buyer, its agents, employees,

representatives and contractors shall have the right to enter onto the Property to make such inspections, measurements and tests (soil and other tests) and to gain such information as it deems necessary to satisfy contingencies described in

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Section I above. Buyer agrees to indemnify, defend and hold Seller and the Property harmless from any cost, charge, fee (including reasonable attorneys’ fees), lien and/or claim associated with, occasioned by, or arising out of Buyer’s such entry on the Property with the exception of those liabilities, costs, expenses or claims which may arise out of Buyer’s discovery by its investigation of environmental contamination of the Property, or that are occasioned by the actions or negligence of the Seller. Buyer’s indemnification obligations survive the Closing or termination of this Agreement. Upon discovery of any environmental contamination: (i) Buyer will immediately notify Seller, which notice must include any analysis thereof; and (ii) will report the findings to the MPCA, EPA or other governmental entity only as, in the sole determination of the Buyer and its legal advisors, such reporting is required by law or judicial order.

B. Captions. Captions used in the Articles and Sections of this Agreement are for

convenience only and do not construe or limit the meaning of the language of this Agreement.

C. Amendments. This Agreement may be amended only by written instrument

executed by both Seller and Buyer. D. Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of Minnesota. E. No Third Party Beneficiaries. Nothing in this Agreement is intended to confer

upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by way of this Agreement.

F. Entire Agreement, Modifications. This Agreement constitutes the complete

agreement between the parties regarding the transactions contemplated herein and supersedes any prior oral or written agreements regarding the Property. There are no agreements, covenants, representations, warranties or restrictions between the parties, other than those stated or referenced herein. No covenant, term or condition of this Agreement shall be deemed to have been waived by either party, unless such waiver is in writing signed by the party charged with such waiver.

G. Additional Documents and Acts. Seller and Buyer agree that they will, at any

time and from time to time upon the written request of the other party, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all future acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably required to effect the provisions hereof.

H. Attorney's Fees. It is expressly agreed that Seller shall be entirely responsible for

payment of attorneys' fees incurred by Seller relating to legal services provided in connection with the transactions provided herein, and that Buyer shall be entirely responsible for payment of attorneys' fees incurred by Buyer relating to legal services provided in connection with the transactions contemplated herein.

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I. Assignment. Neither CDA nor Seller may assign its respective interest under this Agreement to any other party without the prior written consent of the other party which consent will not be unreasonably withheld.

J. Time is of the Essence of this Agreement.

K. Severability. In the event any one or more of the provisions of this Agreement, or

any application thereof, shall be found invalid, illegal, or otherwise unenforceable, the validity, legality, and enforceability of the remaining provisions or any application thereof shall not in any way be affected or impaired thereby.

L. Effective. Delivery of the form of this Purchase Agreement to the Seller does not

constitute an offer by the Buyer. If Seller executes and delivers it to the Buyer, it shall constitute an offer by Seller that may be accepted by the execution of the Agreement by the Buyer and delivery of it to the Seller.

M. Survival. All warranties, representations and covenants of the Buyer and Seller in

this Agreement shall survive (for a period of six (6) months following the Closing) and not be merged into the documents of conveyance, and shall be enforceable after the Closing. The Buyer and Seller shall indemnify the other against any breach by such party.

N. Counterparts. This Agreement may be executed in any number of counterparts,

each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. A signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon, and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

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Dated: TIMELESS HOMES, LLC

Buyer By Donald Willenbring, Owner

Dated: DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY Seller By Tony Schertler Its Executive Director

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EXHIBIT A

Site Location and Legal Description

Lot 7, Block 1 Thompson Heights, Dakota County, MN PID 36 764 00 01 070 711 13th Avenue North, South St. Paul, MN 55075

A-1

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EXHIBIT B


B-1

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Rambler/3-car garage:

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EXHIBIT C

Repurchase Option Agreement

The Repurchase Option Agreement is made on this day of , 20 19 (“Effective Date”), by and between Dakota County Community Development Agency, hereinafter referred to as the “Buyer” and Timeless Homes, LLC and their assigns, herein after referred to as the “Seller”. WHEREAS, Buyer desires to obtain the first right to repurchase certain real estate owned by Seller in the City of South St. Paul, County of Dakota, State of Minnesota legally described as follows, with Parcel Identification Number and address noted for reference: Lots 7 Block 1 Thompson Heights, Dakota County, MN, according to the recorded plat thereof PID 36 764 00 01 070 711 13th Avenue North, South St. Paul, MN 55075 (the “Property”) and located as show on Exhibit A attached hereto; and WHEREAS, Seller agrees to grant Buyer a right of first right to repurchase real estate pursuant to the terms of this agreement as an inducement for Buyer to sell the property to Seller for development purposes; and NOW, FOR AND IN CONSIDERATION OF $1.00 and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:

I. Grant of First Option: The Seller does hereby grant the Buyer the exclusive and irrevocable right, during the term of this agreement, of first repurchase option, upon the terms and conditions hereinafter set forth.

II. Exercise of First Option: The right of first repurchase may only be exercised by Buyer:

a. within ten (10) days from written notification by Seller that Seller desires to sell.

Seller is obligated to provide such notice to Buyer prior to offering the subject property to a third party.; or

b. Upon written notice from Buyer exercising its right to repurchase due to Seller’s failure develop the subject property within one year of the date Seller originally purchased the property from Buyer (pursuant to Section IV.B (5) of the Purchase Agreement between the parties).

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III. Terms of Purchase: In the event Seller elects to sell and Buyer desires to exercise its first repurchase rights granted under the terms of this agreement; the terms shall be $43,100 cash payable at closing.

IV. Title: Within fifteen (15) days after the Buyer has exercised their right of first repurchase,

the Seller shall deliver to the Buyer a title insurance commitment and copies of all documents referenced in the Commitment issued by North American Title Company. The following permitted exceptions shall not be considered objections to marketable title (a) Reservation of any minerals or mineral rights to State of Minnesota; (b) Utility, drainage and highway easements which do not interfere with the use of the Property; and (c) Building and zoning laws, ordinances, State and Federal Regulations. Should said Commitment reflect any other exceptions to the title unacceptable to Buyer, Buyer shall notify the Seller in writing of any defects within fifteen (15) days and the Seller shall have a reasonable time (but not more than 25 days) in which to make the title good and marketable or insurable, and shall use due diligence in an effort to do so. If after using due diligence the Seller is unable to make the title acceptable to Buyer within such reasonable time, it shall be the option of the Buyer either to accept the title in its existing condition with no further obligation on the part of the Seller to correct any defect, or to cancel this Agreement. If this Agreement is thus cancelled, all money paid by the Buyer to the Seller upon the exception of this Agreement or upon any extension shall be returned to the Buyer, and this Agreement shall terminate without further obligation of either party to the other. If title is acceptable to Buyer, the closing shall occur within fifteen (15) days after the expiration of the “title review period”. At closing Seller shall convey title to Buyer by Limited Warranty Deed subject only to the exceptions acceptable by Buyer.

V. Term and Extension: The term of this agreement shall be one year from “Effective Date”.

This agreement may be extended for an additional one year if circumstances warrant and agreed to by Buyer and Seller.

VI. Allocation of Costs:

a. Seller shall pay all costs incurred in connection with abstracting and the issuance of the Commitment for the Property. The Buyer shall pay the premium required for the issuance of Owner’s Title Policy.

b. Seller shall pay State Deed Tax required for the delivery and recordation of deed of conveyance.

c. Seller shall pay costs of recording satisfactions and/or releases of any mortgages or contracts that remain unsatisfied as of the Closing Date, and such other documents or affidavits that may be required as provided in Section VI.C of Purchase Agreement.

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d. The Buyer and Seller will each pay one-half of the fees charged by a title company or other closing agent for handling the closing.

e. Any other costs and expenses relating to the transaction and unpaid at Closing shall be allocated in accordance with the agreements between the parties as provided herein, and if not so provided, in accordance with the local custom of the area in which the Property is located.

VII. Possession: Buyer shall be entitled to possession of the property at closing.

VIII. Right of Entry: Upon notification by Seller of their desire to sell and Buyer’s exercise of

their first repurchase, Buyer shall be entitled to enter upon the property for the purpose of conducting soil tests, engineering studies, and surveys.

IX. Taxes: Taxes shall be prorated as of the date of closing and any assessments shall be paid

out of the proceeds of the sale.

X. Default: This contract shall be binding upon and inure to the benefit of the heirs,

administrators and assigns of the parties hereto and upon default in any of the terms of this Agreement the defaulting party agrees to pay all costs of Court and a reasonable attorney's fee.

XI. Governing Law: This agreement shall be governed by the laws of the State of Minnesota.

REMAINDER OF PAGE INTENTIALLY LEFT BLANK

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IN WITNESS WHEREOF, the parties have executed this Agreement on this day of _, 20 19 . SELLER – TIMELESS HOMES, LLC Donald Willenbring STATE OF MINNESOTA }

} ss

COUNTY OF DAKOTA }

The foregoing instrument was acknowledged before me this _____day of ____________, 2019, by

Timeless Homes, LLC Seller.

____________________________________________ Notary Public

REMAINDER OF PAGE INTENTIALLY LEFT BLANKS

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BUYER Dakota County Community Development Agency Name: Title: Executive Director STATE OF MINNESOTA }

} ss

COUNTY OF DAKOTA }

The foregoing instrument was acknowledged before me this _____day of ____________, 2019, by

Tony Schertler, The Executive Director of the Dakota County Community Development Agency.

____________________________________________ Notary Public

This instrument was drafted by: Dakota County CDA 1128 Town Centre Drive Eagan, MN 55123 651-675-4400

C-1 - 94 -

EXHIBIT D

Declaration of Restrictive Covenants

THIS DECLARATION made this ___ day of _______, 2019

WHEREAS, The Dakota County Community Development Agency (referred to as “DCCDA”) is owner of certain land located in the City of South St. Paul, State of Minnesota, described as follows:

Lots 3, 4, 6, 7, 8, and 9, Block 1 Thompson Heights, Dakota County, MN, according to the recorded plat thereof

(referred to as the “Property”, the individual lots are referred to herein as “lot” and collectively as “lots”); and

WHEREAS, DCCDA is also the owner of certain land upon which it operates a senior housing facility located in the City of South St. Paul, State of Minnesota, described as follows:

Lot 1, Block 1 Thomson Heights Second Addition, Dakota County, MN, according to the recorded plat thereof (referred to as “Thompson Heights Senior Housing”); and

WHEREAS, it is the desire and the intent of the DCCDA to sell the Property and to impose beneficial protective restrictions under a general plan or scheme of improvement for the benefit of Thompson Heights Senior Housing and all the lots described herein, the future owners of those lots and for preserving the value, quality and character of the Property; and

WHEREAS, the following restrictions, conditions, and covenants are declared and agreed to be in furtherance of a plan for the purpose of enhancing and protecting the value, desirability, and attractiveness of Thompson Heights Senior Housing and the lots and ensure to the benefit of all current and future owners of the lots described within the Property and Thompson Heights Senior Housing.

NOW THEREFORE, it is declared as follows:

DCCDA makes this declaration and submits the Property to this Declaration as a residential community under the name “Thompson Heights” consisting of lots referred to in Exhibit A, declaring that this Declaration shall constitute covenants to run with the Property, shall be owned, used, occupied and conveyed subject of this Declaration, which shall run with the land and be binding upon all persons owning or acquiring any right, title, or interest therein, or their heirs, personal representative , successors and assignees.

DCCDA, owner of the single-family lots in the Thompson Heights Subdivision, herein, adopts the following restrictive covenants which shall be effective as to the Property. The purpose of these covenants is to maintain consistency of construction that is in harmony with the total subdivision including maintaining substantial uniformity of size, location, type and design in relation to existing dwellings and topography in the neighborhood and the subdivision.

1. POWERS OF THE APPROVING AUTHORITY (DCCDA)

DCCDA, through its Property Management Department shall have both the duty and the exclusive power to enforce the Covenants, Conditions and Restriction set forth herein. If necessary, DCCDA, through its Property Management Department, may bring appropriate court action in order to secure the

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enforcement of said Covenants, Conditions and Restriction. In doing so, and if successful, DCCDA shall be entitled to reasonable attorneys’ fees and costs therein.

2. SINGLE FAMILY DWELLING RESTRICTIONS:

a. Each lot and dwelling upon said lot shall be used primarily for private residential purposes. The property shall be occupied and used in such a manner as will not cause a nuisance, nor unduly restrict, interfere with or impede the use and quiet enjoyment of the other owners and occupants and their guests. All owners and occupants and their guests shall have the right of quiet enjoyment in their respective lots.

b. All construction, remodeling and modification of single-family dwellings and accessory structures shall be completed with new construction materials.

c. All structures must be built and maintained at a minimum to the restrictions stated in the Design Standards which are attached as Exhibit B and Uniform Building Code Standards.

d. The interior and exterior of all buildings or other structures, or additions thereto, must be completed within one (1) year from the date DCCDA conveys the land to be developed by Owner, except where such completion would result in great hardship due to strikes, fires or national emergency. If not so completed, or construction ceases for a period of ninety (90) days without permission of the Approving Authority (DCCDA), the unfinished structure or unfinished portion thereof shall be deemed a nuisance and shall be removed at the cost of the Owner.

e. Building lots purchased and not developed immediately, must be mowed (maximum grass height is 6”) to meet City Code and must also include a weed contract (per City Code Section 66-49). In the event of neglect, the lot will be maintained and mowed by the DCCDA, with the cost of these services billed back to the lot owner.

f. Each lot must contain one (1) private residential home with an attached two or three car garage. No lot may not be purchased and used solely for a garage, storage area, or open space.

g. Within ninety (90) days after final completion of the dwelling, the Owner must have minimal landscaping completed, weather permitting, said minimal landscaping to include seeding or sodding all open area.

h. All completed residential structures must contain a paved driveway consistent with City Code and running from the garage door to the street which must be in place within ninety (90) days of occupancy.

i. If fencing is installed, the fencing and posts must be maintenance free materials made of composite or aluminum material and must meet all other City Codes.

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j. All lot owners must comply with City Ordinances and Codes, including, but not limited to,

housing and lot related regulations pertaining to the following: o Home Occupations o Accessory Structures o Exterior Storage o Rental Property o Weed Control o Exterior Maintenance o Signs o Fences

3. Enforcement.

Without limiting the rights and remedies available to DCCDA at law or equity, DCCDA may pursue the following actions to enforce this Declaration:

i. Letter from the Approving Authority, to educate and remind the owner of the requirements of the Declaration of Covenants and ask for their cooperation in correcting the issue.

ii. If the issue is related to a City ordinance or code, the Approving Authority will contact the City of South St. Paul.

iii. If the problem continues after pursuing either enforcement under either section i or ii, the Approving Authority may seek a court order declaring the offending action a violation of this Declaration and an injunction to prevent any further violation. The Approving Authority will seek reimbursement for any costs incurred in enforcing the restriction, including attorney fees.

4. Miscellaneous.

i. This Declaration may not be modified, amended or terminated orally. No modification, amendment or termination, or any waiver of any of the provisions of this Declaration, shall be binding unless same is in writing, signed by DCCDA or its successor and recorded of record on the Property.

ii. This Declaration shall be interpreted in accordance with the laws of the State of Minnesota. Any and all disputes arising from or related to this Agreement shall be brought only in Dakota County, Minnesota.

iii. This Declaration shall be binding upon the Property, benefit Thompson Heights Senior Housing, and shall run with the land.

IN WITNESS WHEREOF, Declarants have executed this instrument the above date written.

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DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY

____________________________________________ Its Executive Director STATE OF MINNESOTA }

} ss

COUNTY OF DAKOTA }

The foregoing instrument was acknowledged before me this _____day of ____________, 2019, by Tony

Schertler, the Executive Director of the Dakota County Community Development Agency.

____________________________________________

Notary Public

This instrument was drafted by: Dakota County CDA 1128 Town Centre Drive Eagan, MN 55123 651-675-4400

D-1

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Approve Contingent Award Of HOPE and HOME Funds For Prairie Estates And Authorize The Execution Of Related Documents And Budget Amendment

Fiscal/FTE Impact: Meeting Date: 5/21/2019 None Department: Community & Economic Development Amount included in current budget Prepared By: Karly Schoeman and Kathy Kugel Budget amendment requested Contact: Lisa Alfson FTE included in current complement Contact Phone: 651-675-4467 New FTE(s) requested

Other:

PURPOSE/ACTION REQUESTED Approve the award of HOPE and HOME funds for the acquisition and renovation of Prairie Estates in Inver Grove

Heights and the execution of related documents.

SUMMARY In 2001, the Dakota County Community Development Agency (CDA) and the Dakota County Board of Commissioners entered into a Joint Powers Agreement for the purpose of establishing and implementing the Housing Opportunities Enhancement (HOPE Program) fund as a gap financing source for the creation and preservation of affordable housing in Dakota County.

The CDA has received an application for $750,000 in HOPE funds and $707,291 in HOME funds from Prairie Estates, LLLP for the acquisition and renovation of Prairie Estates, an existing 40-unit affordable townhome development located at 6153 Carmen Avenue East in Inver Grove Heights. Twin Cities Housing Development Corporation, a non-profit affordable housing developer, will be the developer and managing partner of Prairie Estates, LLLP. Twin Cities Housing Development Corporation has constructed and renovated over 2,500 affordable housing units, including a development substantially similar to Prairie Estates that had been owned by the same entity that currently owns the Prairie Estates development.

Prairie Estates, LLLP will seek additional financing from the CDA and MN Housing in the June 2019 Consolidated RFP funding round. The HOPE and HOME Investment Partnerships Program (HOME) funding will help to fill the financing gap for the acquisition and rehabilitation of the Prairie Estates development and make the applications for additional financing from Minnesota Housing and the CDA more competitive in June. The Prairie Estates HOME request is included in the Dakota County 2019 Action Plan, which is scheduled to be brought before the Dakota County Board for approval on May 21, 2019. A site location map of the proposed development is included as Attachment A.

Prairie Estates was built in 1980 and has significant renovation needs due to its age and deferred maintenance. Prairie Estates currently has a project-based Housing Assistance Payment (HAP) contract for 100% of the units. The HAP contract, scheduled to expire in November 2020, allows residents to pay a percentage (up to 40%) of their income toward rent payments, with the Department of Housing and Urban Development (HUD) paying the remaining rent payments. As part of the acquisition and renovation of the property, the HAP contract will also be extended with HUD to preserve the long-term affordability of the property for residents. Under the extended HAP contract, residents will continue to pay no more than 30% of their income toward rent payments. The income limit for HOME funded units (15) will be restricted to no more than 60% of the Area Median Income (currently $56,500 for a household of 4). The income limit for the HOPE funded units (25) will be restricted to no more than 50% of the Area Median Income (currently $47,150 for a household of 4).

RECOMMENDATION CDA staff recommends awarding $750,000 in HOPE funds and $707,291 in HOME funds to the Prairie Estates project; to authorize staff to prepare, execute, and deliver all documents necessary to provide for the commitment of HOPE and HOME; and to authorize the Executive Director to execute and deliver all related documents.

EXPLANATION OF FISCAL/FTE IMPACT If approved, these HOPE funds will be added to the FY19 budget through a budget amendment and carried forward into the FY20 budget if not expended by June 30, 2019. The HOME funds are available in the 2019 Action Plan Program Year and will be funded with monies received from HUD through the HOME Program.

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Supporting Documents: Previous Board Action(s): Attachment A: Site Location Map


Approve Contingent Award Of HOPE Funds and HOME Funds For Prairie Estates And Authorize The Execution Of Related Documents And Budget Amendment

WHEREAS, in 2001, the Dakota County Board of Commissioners and the Dakota County Community Development Agency (the Agency) entered into a Joint Powers Agreement for the HOPE Program that includes operating guidelines, reporting requirements, and outlines the priorities for the Housing Opportunity Enhancement fund (the HOPE Program); and

WHEREAS, the Agency has adopted a HOPE Policy and budget for the HOPE Program, setting forth criteria governing the award of HOPE funds; and

WHEREAS, Prairie Estates, LLLP has submitted an application for HOPE funds and funds from the HOME Investment Partnerships Program (HOME) for the acquisition and rehabilitation of Prairie Estates, an existing affordable housing development in Inver Grove Heights; and

WHEREAS, CDA staff recommend a HOPE award of up to $750,000 and a HOME award of approximately $707,291 for the acquisition and rehabilitation of Prairie Estates, with the final amount to be determined by project underwriting and the availability of matching funds.


1. The CDA hereby approves an award of HOPE Program funds in an amount up to $750,000 for the acquisitionand rehabilitation of Prairie Estates in Inver Grove Heights.

2. The CDA hereby approves an award of HOME Program funds in an amount equal to approximately $707,291for the acquisition and rehabilitation of Prairie Estates.

3. Staff is authorized to prepare, execute, and deliver all documentation necessary or convenient to provide forthe commitment of HOPE Program funds based on findings made in accordance with the requirements of theJoint Powers Agreement and the HOPE Policy. In addition, staff is authorized to determine awardcontingencies for the project based on the characteristics of the individual development, financial feasibility,project underwriting, or other factors in accordance with the Joint Powers Agreement and the HOPE Policy.

4. Staff is authorized to prepare, execute, and deliver all documentation necessary or convenient to provide forthe commitment of the HOME funds between the Dakota County Community Development Agency as asubrecipient of Dakota County and the Borrower.

5. The FY19 budget is hereby amended to incorporate this HOPE award for Prairie Estates, with unspent fundsas of June 30, 2019, to carry forward to the FY20 budget.

6. The Chair of the Dakota County Community Development Agency Board of Commissioners and the ExecutiveDirector of the Dakota County Community Development Agency are authorized to execute said documentsupon such release.




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Prairie Estates Site Map

Disclaimer: Map and parcel data are believed to be accurate, but accuracy is not guaranteed. This is not a legal document and should not be substituted for a title search,appraisal, survey, or for zoning verification.

Map Scale1 inch = 200 feet

5/14/2019

5C - Attachment A

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Adopt Amended Redevelopment Incentive Grant (RIG) Program Policy


Other:

PURPOSE/ACTION REQUESTED Adopt amended Redevelopment Incentive Grant (RIG) Program Policy.

SUMMARY The Dakota County CDA Redevelopment Incentive Grant (RIG) program was created in 2006 to provide a flexible funding resource to Dakota County cities for the redevelopment of blighted and under-utilized areas, and to promote the development of affordable housing. To date, the RIG program has awarded more than $12.2 million to 60 redevelopment projects and 25 planning activities. RIG funds have leveraged nearly $100 million in other private and public funding for the projects and plans that received awards.

At the March 18, 2019 CDA Board meeting the RIG program was reviewed and policy modification options were discussed. The potential modifications were to address maximizing the use of tax dollars and fund the highest priorities/needs throughout the county.

Based on the March Board discussion, CDA staff recommends: Award timeframe: implement an open pipeline program, no longer using a one-time annual application

timeframe Maintain maximum grant amount: $250,000/development grant and $15,000/planning grant Eligible activities: remove streetscape activity and narrowly define necessary public improvements (only

utilities when connected to the site and required for development of the site, such as stormwater and sanitarysewer infrastructure)

Program goals: affordable housing no longer a direct goal of the funds Leverage: require a leverage of 2:1 match ($2 of other funds for every $1 of RIG funds); previously a 4:1

match was required and this was difficult for some projects to meet Apply eligibility criteria instead of scoring criteria to applications A Redevelopment Plan is no longer required to apply for funding

Attachment A is a summary chart of the proposed changes and Attachment B is a redline version of the RIG Policy.

The proposed RIG changes have been reviewed by Dakota County cities as part of the City/County Community Development meeting on May 16 and will be discussed with the CDA/County Economic Development Steering Committee on May 20.

RECOMMENDATION Staff recommends the adoption of the proposed changes to the Redevelopment Incentive Grant program.

EXPLANATION OF FISCAL/FTE IMPACT None. The changes to the RIG program will not affect the annual budget. Annual CDA Board approval is required to fund the RIG program; the Board may choose to fund RIG at its discretion.

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Supporting Documents: Previous Board Action(s): Attachment A: Summary of RIG Policy Changes Attachment B: Redlined copy of RIG Policy


Adopt Admended Redevelopment Incentive Grant (RIG) Program Policy

WHEREAS, the Dakota County Community Development Agency (CDA) established a Redevelopment Incentive Grant (RIG) program in 2006 to assist Dakota County cities with redevelopment goals and promote the development of affordable and supportive housing; and

WHEREAS, to date, the program has awarded more than $12.2 million to 60 redevelopment projects and 25 planning activities, and leveraged nearly $100 million in other public and private funding for redevelopment efforts throughout Dakota County; and

WHEREAS, the RIG program has an approved budget of available grant funds of $396,000 of CDA funds for the fiscal year ending June 30, 2019, and $200,000 of Dakota County funds; and

WHEREAS, the CDA Board reviewed the RIG Program Guidelines at its March 19, 2019 meeting and determined changes should be made.

NOW, THEREFORE, BE IT RESOLVED by the Dakota County Community Development Agency Board of Commissioners, That the following changes will be made to the Redevelopment Incentive Grant Program Guidelines:

1. Implement an open pipeline (open application process) program rather than an annual application.2. Remove “streetscape” as an eligible activity.3. Narrow the “necessary public improvement” eligible activity to only include utilities when connected to the site

and required for development of the site, such as stormwater and sanitary sewer infrastructure.4. Remove programmatic goal of “affordable housing”.5. No longer score applications but instead apply eligibility criteria.6. Require a 2:1 match ($2 of other funds for every $1 of RIG funds) and 1:1 match ($1 of other funds for every

$1 of RIG funds) for cities with populations under 10,000.7. A Redevelopment Plan is no longer required to apply for funding.




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Summary of Proposed Changes to RIG ProgramAward Timeframe

Program Goals Maximum Award $

Leverage # Eligible Activities Eligibility Criteria

Current Program

Annual • AffordableHousing

• Redevelopment

• Up to $250K• Up to $15K for

plans/technical assistance

• 4:1• 1:1 for

plans

7 Two step review process - Threshold and Competitive (100 points)

Proposed Program

Open Pipeline (Open Application Process)

• Redevelopment • Same • 2:1• 1:1 for

plans/TA

6 • Demo• Environmental Cleanup• Soils• Land Acquisition• Relocation• Necessary Public

Improvements (onlyutilities such assanitary sewer,stormwater, fiber)

• Leverage• Readiness• Economic Benefits

• EnvironmentalImprovements

• Proposed program has no scoring but must meet eligibility criteria• Removal of Redevelopment Plan requirement• City can submit 1 RIG application and 1 Planning/Technical Assistance application per year

5D - Attachment A

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20198 Redevelopment Incentive Grant Program Guidelines I. PURPOSE

The Redevelopment Incentive Grant Program (the “RIG Program”) was created and funded by the Dakota County Community Development Agency (CDA) in September 2006. Additional funds for environmental assessments and site clean-up/remediation are provided by Dakota County Environmental Assessment Program for eligible activities. The goals of the RIG Program are to increase the tax base and improve the quality of life in Dakota County through two specific strategies: redevelopment and affordable housing development, as described below.

Redevelopment. Blighted and under-utilized areas do not maximize their potential economic value and can negatively impact the livability of a community. These areas often require additional service costs, especially for those sites that may require environmental remediation due to the presence or potential presence of a hazardous substance, pollutant or contaminant. The responsibility for creating redevelopment activities rests primarily with the cities. Although Dakota County cities have been proactive in promoting redevelopment, they may lack sufficient resources to adequately plan for and implement redevelopment activities. The RIG Program is intended to assist Dakota County cities with those redevelopment projects that may not be undertaken by the private market to achieve the goals stated in a Redevelopment Plan.

Affordable Housing. As part of a redevelopment program, the CDA strongly supports and encourages the development of affordable workforce and supportive housing. While the need for affordable housing continues to grow, the opportunities for the development and redevelopment of affordable housing are rare due to the cost and availability of properly zoned land. The inclusion of affordable housing in a Redevelopment Plan can provide benefits beyond the housing itself. Often affordable housing projects are the first to break ground in a redevelopment area and can be a catalyst for additional development. Furthermore, affordable and workforce housing units can provide both demand and potential employees for retail and commercial uses in a redevelopment area.

II. PROGRAM INFORMATION

Funding Available: Up to $TBD1,200,000 is available for grants provided under the RIG Program during this funding cycle. The CDA will reserve TBD$100,000 for Redevelopment Planning and Technical Assistance Grants. The maximum RIG Planning/Technical Assistance Grant amount is $15,000. The remaining funds will be used for Redevelopment Incentive Project Grants. For those plans and projects that require an environmental assessment and/or environmental remediation and/or site clean-up, $200,000 is reserved. The maximum RIG Project Grant amount is $250,000.

Eligible Applicants: Eligible applicants for this program are any statutory or home rule cities in Dakota County. Only one application per city, for each grant type, will be accepted.

5D - Attachment B

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Application Instructions: It is the applicant’s responsibility to be aware of the submission requirements needed to prepare a complete application in accordance with this guide. The application consists of the RIG Program application form and all required attachments. The application form is available on the Dakota County website: www.dakotacda.org. The applicant shall submit the application to the Dakota County CDA no later than 4:00 p.m. on Friday, January 19, 2018, at the Dakota County CDA Applications can no be . RIG applications are accepted throughout the year. Applicants may only apply for one RIG grant and one Planning/Technical Assistance grant per year. AThe applicants shall submit one (1) paper copy of the executed original application and all supporting documents to the CDA, and email the application and all attachments by the deadline. Send one paper copy of the executed original application and attachments to the following:

Dakota County CDA Attn: Margaret Dykes Assistant Director, Community & Economic Development 1228 Town Centre Drive Eagan, MN 55123.

Email the application and all attachments to [email protected] In lieu of emailed attachments, an applicant may provide the attachments on a flashdrive or other similar data storage devices to the CDA. Applications must be emailed by the deadline to ensure it was received. Applications determined by the CDA to be incomplete or not legible will not be accepted and will be returned to the applicant. No applications, attachments or documentation will be accepted after the application due date unless requested by the CDA. Applications will not be accepted by facsimile. The CDA retains the right to reject in whole or in part any application for any reason. Contact Margaret Dykes, (651) 675-4464 or [email protected], if you require assistance with submitting your application.

III. DEFINITIONS

Activity – Those components that will be completed as part of the Project. Activities do not in and of themselves comprise the Project for which Redevelopment Project Grant funds are requested. Environmental Assessment – The assessment or evaluation of a property to identify potential environmental contamination and assess potential liability coming from that contamination and costs to clean up the site. It includes conducting due diligence to determine who previously owned the site and how it was used, assessing the current conditions at the property, and determining if those uses or conditions present an environmental concern.

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Phase I Environmental Site Investigation - A historical review of the property’s use, previous ownership and current conditions. Phase II Environmental Site Investigation - A subsurface site investigation that includes sample collection and analysis of soil, soil gas, and surface and groundwater, as appropriate. Housing Affordability - “Affordable” is defined as: (a) rental – available to households at/below 50% of the area median income; (b) owner – available to households at/below 80% of the area median income. Infill Development – Residential or non-residential development that occurs on vacant sites scattered throughout more intensely developed areas of municipalities. These sites may have been undeveloped due to size, configuration, or access to other more easily developable land. Higher Wage Jobs – Employment that pays $15 per hour or more in wages. Project – The– The redevelopment component of the larger Redevelopment Plan for which Redevelopment Grant funds are requested. Redevelopment – The reconstruction, re-use or change in use of any developed property that improves the economic use and value of property. Redevelopment is usually characterized by the clearance of existing structures and new construction, and the clean-up and remediation of a contaminated site. Redevelopment may also include infill development when such sites are part of a redevelopment area. The new use may be residential, commercial, retail, industrial or other use that the city supports. Redevelopment Plan – A plan approved by the city council that identifies a redevelopment area, projects and activities to be undertaken within the area; the city objectives for the Redevelopment Plan area; the financial feasibility of the Redevelopment Plan; and the land use requirements, and development or redevelopment standards. A comprehensive plan and other city-wide planning documents do not qualify as Redevelopment Plans under the RIG Program. Response Action Plan - The detailed plan to remediate and/or manage contamination at a brownfield site. Background information on site history, environmental conditions, and the planned property use is required to present the context and rationale for the proposed response actions.

IV. REDEVELOPMENT PLANNING/TECHNICAL ASSISTANCE GRANTS The Redevelopment Planning/Technical Assistance Grant funding is restricted to activities directly related to a future redevelopment project (e.g., market analysis, financial feasibility studies, concept development, site design, zoning studies, engineering studies, and environmental studies, environmental assessments including Phase I assessments, and development of Response Action Plans) to be developed as part of a Redevelopment Plan, as defined above. Redevelopment Planning Grants may be used to fund activities that are required to establish a Redevelopment Plan. As such, the Redevelopment Plan is not required to be in place to be eligible for a Redevelopment Planning Grant, so long as the

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Redevelopment Planning Grant is intended to be used to assist in the development of a Redevelopment Plan. The application must meet the following requirements: threshold criteria to be scored:

Application must be approved by the respective city council. There must be a minimum leverage rate of 1 to 1 ($1 of other funds for every $1 of

Redevelopment Planning/Technical Assistance Grant). Applicants may use non-public funds as local match.

The city must be supportive of affordable housing and the CDA’s mission. o A resolution containing the following required provision must be adopted by the city: the

City is supportive of affordable housing and of the CDA’s mission, to improve the lives of Dakota County residents through affordable housing and community development.

To apply for a Redevelopment Planning/Technical Assistance Grant, the Redevelopment Planning/Technical Assistance Grant Application and required attachments must be submitted.

V. REDEVELOPMENT PROJECT GRANTS The Redevelopment Project Grant funding is restricted to the Eligible Activities, defined below., necessary to prepare for the Redevelopment identified in the Redevelopment Plan. To apply for a Redevelopment Project Grant, the Redevelopment Project Grant Application and required attachments must be submitted. Eligible Activities: The Redevelopment Project Grant is restricted to the following activities that are often required in preparation for redevelopment:

1. Property acquisition (see Other Requirements below)

2. Relocation payments to occupants of property acquired with program funds

3. Clearance and demolition expenses related to site assemblage for redevelopment and consistent with the Redevelopment Plan

4. Environmental investigation and/or remediation activities on the impacted site. These may include Phase II environmental site assessments, hazardous building materials survey, contaminated soil excavation and disposal, ground water remediation, contaminated soil remediation, soil vapor remediation and mitigation. Please see the Dakota County Environmental Assessment Program website for additional activities that could be funded. The website can be found here: https://www.co.dakota.mn.us/Environment/ContaminatedSites/RedevelopingBrownfields/Pages/default.aspx

5. Necessary public infrastructure improvements required for and directly connected to the redevelopment project, including but not limited to parking structureslimited to utilities, such as, sewer, and water, stormwater, or fiber. sidewalks, street reconstruction, and stormwater management systems

6. Streetscape improvements when located within the defined redevelopment area.

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7.6.Geotechnical corrections to soil conditions that require extraordinary expense to remediate

Ineligible Activities: The Redevelopment Grant cannot be used toward the following activities in a redevelopment project:

1. Construction and associated soft costs related to the project to be built on the redeveloped site

2. Costs not included in the application, including those incurred prior to the award date

3. Rehabilitation of either historic or non-historic buildings, or house moving

4. Administration expenses

5. Public facilities such as city halls, city parks, city water treatment facilities, etc.

5.6.Streets, parking lots, parking ramps, streetscape (planters, streetlights, benches, etc.), sidewalks, wayfinding signage and other similar public or private improvements.

Threshold Criteria: Applicants must first meet the following threshold criteria to be considered for funding. No points are assigned to these criteria.

1. Proposed activities must be identified in the Redevelopment Plan

2.1.Application must be approved by the applicant’s respective city council by resolution that includes the Required Resolution Provisions (attached).

3.2.Applicants Cities over 10,000 population must demonstrate a minimum leverage rate of 4 2 to 1 ($4 2 of other funds for every $1 of Redevelopment Grant). Cities under 10,000 must demonstrate a minimum leverage of 2 to 1 ($2 of other funds for every $1 of Redevelopment Grant). Applicants may use non-public funds as local match.

4.3.Letter of support for the redevelopment project from the current property owner.

5.4.The city must be supportive of affordable housing and the CDA’s mission, as demonstrated by the city’s adoption of the Required Resolution Provisions (attached) and the city’s history of supporting affordable housing developments.

EligibilityCompetitive Criteria: Each If the application meets all threshold criteria, the application will then be be reviewed on the and ranked on the following eligibility competitive criteria:. To be eligible for RIG funding, the application must meet a minimum of 20 points in Competitive Criteria #3 - #7, as defined here:

1. Leverage. Applications should include a variety of other funding sources committed to the project.

Other funding sources could include CDBG, TIF, DEED, Metropolitan Council grants, or other public and private resources. Evidence of funding commitments must be submitted with application. Leverage is applied to both the Redevelopment Plan Area and Project. [10 Maximum Points]

2. Readiness to Proceed. The applicant should be ready to proceed with the identified project upon

funding award (e.g. zoning approvals in place, site control secured, financing commitments in place) so that funds will be expended within 12 months. Readiness to Proceed is applied to the Project. [15 Maximum Points]

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3. Housing Affordability. Preference will be given to Redevelopment Plans and Projects that include

workforce or supportive housing units. Housing Affordability is applied to both the Redevelopment Plan Area and Project. [20 Maximum Points]

4.3.Economic Benefit. The project should have a defined impact on the local economy. This impact is

measurable through growth in property taxes and new and/or retained Higher Wage Jobs. Economic Benefit is applied to both the Redevelopment Plan Area and Project. [20 Maximum Points]

5.4.Environmental Improvement. Redevelopment Plans and Projects that will protect, preserve or enhance the environment are encouraged. Projects should facilitate the investigation and/or cleanup of sites to promote public health and safety, and protect and improve the environment in addition to providing economic and community benefits. Applicant should work with Dakota County Environmental Resources Department and State agencies to identify the optimum remedy. Environmental Improvement is applied to both the Redevelopment Plan Area and Project. [20 Maximum Points]

6.5.Removal of Blight. Points will be awarded to projects that demolish blighted properties and/or

properties with obsolete structures beyond their useful life. For purposes of this application, “slum or blight” applies to structures detrimental to the safety, health, morals or welfare of the community by reason of dilapidation, obsolescence, overcrowding, faulty arrangement or design, lack of ventilation, light, and sanitary facilities, excessive land coverage, deleterious land use or obsolete layout, or any combination of these factors. Removal of blight is applied to the Project. [15 Maximum Points]

Other Requirements: Property acquisition may be undertaken by a public, private or non-profit entity as part of a redevelopment project. In all instances, the CDA will provide the Redevelopment Incentive Project Grant to the city as grantee, which in turn, will provide those funds to another acquiring entity if necessary. The corresponding grant agreement will specify conditions whereby the acquiring entity will have no recourse to the CDA in matters related to the acquisition of real property. If federal funds are used in whole or in part for a project, including property acquisition, clearance and/or construction, all provisions of 49 CFR 24.101 (the Uniform Relocation Act or URA) must be followed. With all funding sources, the cost of property acquisition must be based on a determination of fair market value as derived from an independent appraisal and/or county assessed value. If the final acquisition price exceeds the appraised value, the Redevelopment Incentive Grant must be less than this value with the additional cost being paid by public or private matching funds. Minnesota Statutes 117.50 et. seq. and related case law also require that in all acquisitions undertaken by an acquiring entity without federal participation, the authority must provide relocation assistance as a cost of acquisition. Additionally, the Minnesota Supreme Court held in In Re Wren, 699 N.W.2d 758 (Minn. 2005) that an authority may be responsible for certain relocation costs when property is acquired by a private developer if the activities of the authority and the developer are so intertwined to produce a joint acquisition of the project. As identified in the Competitive Criteria, leverage of other funding sources is a requirement to apply for a RIG grant. In addition to identifying leverage, the applicant shall also explain in a narrative how they have exhausted other resources for the project.

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VI. SELECTION

Applications will be reviewed by CDA staff. All cities will be notified when a RIG application is submitted to the CDA. Those applications that include an environmental improvement component will also be reviewed by Dakota County Environmental Resources staff. Applications must be complete and received at the CDA by the due date. Applications meeting the threshold eligibility criteria and scoring highly on the competitive criteria will may be submitted to the CDA Board of Commissioners for considerationapproval. After selection and approval by the CDA Board of Commissioners, the CDA will issue a letter of commitment and enter into a grant agreement with the city.

VII. GRANT AGREEMENT CDA staff will work with the city and enter into a Grant Agreement. This agreement will detail the terms and conditions of the grant and allow for the release of funds to the city. The grant agreement will require funds to be spent within 12 months of the date of the agreement. Waivers and extensions to any provision in the agreement requested by the grantee will be considered on a case by case basis depending on the merits of the request. Grant recipients may request one 12-month extension to be approved administratively for those projects that are making substantial progress towards completion. Projects that are not underway within 12 months from the award date are not eligible for an extension. Grants will be paid on a reimbursement basis. Grantees will be required to submit semi-annual progress reports to the CDA. Reports will consist of the progress of the project and will be due each May 31st and November 30th during the Grant Term.

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REQUIRED RESOLUTION PROVISIONS

WHEREAS, the City of has identified a proposed project within the City that meets the Dakota County Community Development Agency (CDA) Redevelopment Incentive Grant program’s purposes and criteria; and WHEREAS, the City has established a Redevelopment Plan of which the proposed project is a component; and WHEREAS, the City has the capability and capacity to ensure the proposed project be completed and administered within the Redevelopment Incentive Grant program guidelines; and WHEREAS, the City has the legal authority to apply for financial assistance; and WHEREAS, the City is supportive of affordable housing and of the CDA’s mission, to improve the lives of Dakota County residents through affordable housing and community development. NOW THEREFORE BE IT RESOLVED that the City of approves the application for funding from the Dakota County CDA Redevelopment Incentive Grant program. BE IT FURTHER RESOLVED that upon approval of its application by the Dakota County CDA, the [insert authorized official’s name] , the [insert authorized official’s title] , is hereby authorized to execute such agreements as are necessary to receive and use the funding for the proposed project.

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Presentation Of The Proposed Budget And Plan For The Fiscal Year Ending June 30, 2020

Fiscal/FTE Impact: Meeting Date: 5/21/2019 None Department: Finance Amount included in current budget Prepared By: Ken Bauer Budget amendment requested Contact: Ken Bauer FTE included in current complement Contact Phone: 651-675-4450 New FTE(s) requested

Other: FYE 20 Budget Proposal

PURPOSE/ACTION REQUESTED Presentation of the Budget and Plan for the Fiscal Year Ending June 30, 2020.

SUMMARY The proposed operating budget for the fiscal year ending June 30, 2020 was a product of several months of work by the Executive Director, the Finance Department and the Department Directors and their staff. A budget workshop was held with the CDA Board on April 2, 2019. Staff believes the proposed budget allows the CDA to move towards meeting the affordable housing and community development goals of the county while at the same time maintaining financial stability.

The budget was prepared to address the goals discussed in the Budget Message starting on page 1 in the accompanying Budget and Plan for the Fiscal Year Ending June 30, 2020.

Total revenue for annually budgeted funds is approximately $66.4 million which is a $2.8 million increase from the $63.6 million estimated in the current year. Budgeted expenditures total almost $65.7 million, which is an $8.7 million increase from the $57 million estimated in the current year. Overall, the CDA continues to be in sound financial condition. The proposed budget projects an increase of over $700,000 in consolidated fund balances.

RECOMMENDATION No action is required. The budget will be submitted for approval at the June 18, 2019 board meeting.

EXPLANATION OF FISCAL/FTE IMPACT Presentation only.

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Supporting Documents: Previous Board Action(s): Attachment A: Budget and Plan for the Fiscal Year Ending June 30, 2020




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DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY

BUDGET AND PLAN FOR THE

FISCAL YEAR ENDING JUNE 30, 2020

Dakota County CDA 1228 Town Centre Drive

Eagan, MN 55123 Telephone (651) 675-4400

5E - Attachment A

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TABLE OF CONTENTS

Budget Message ......................................................................................................................... 1 Budget Process ........................................................................................................................... 5 Organizational Chart ................................................................................................................... 6 Budget Summary ........................................................................................................................ 7 Budget Summary - Graph .......................................................................................................... 8 Authorized Full-time Positions ..................................................................................................... 9 Housing Development & Renewal ............................................................................................. 11 Housing Development & Renewal - Expenses .......................................................................... 12 Real Estate Operations ............................................................................................................. 13 Real Estate Operations - Expenses .......................................................................................... 14 HIA Loans ................................................................................................................................. 16 HOPE ....................................................................................................................................... 17 Levy .......................................................................................................................................... 18 Tax Increment Financing ........................................................................................................... 19 Senior Housing ......................................................................................................................... 20 Housing Assistance .................................................................................................................. 21 Public Housing .......................................................................................................................... 22 Workforce Housing LLC ............................................................................................................ 23 Youth Housing .......................................................................................................................... 24 Office Building ........................................................................................................................... 25 Technology ............................................................................................................................... 26

Appendix

A. Combining Schedule – Housing Development & Renewal, Levy and HOPE ......................... 27 B. Combining Schedule – Tax Increment Districts ..................................................................... 28 C. Capital Expenses and Extraordinary Maintenance Project Listing ....................................... 29 D. Budget and Financial Plan .................................................................................................... 36

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2

resources to projects focused on addressing redevelopment needs around the county. The Economic Development Steering Committee comprised of County and CDA staff meet regularly to implement Board adopted strategies. This work will continue in FYE20.

Common Bond Financing: The CDA has directly developed 1,731 units in 29 separate buildings of Senior Housing through this levy supported financing structure. In response to economic development need for more entry level workforce housing, the CDA is now preparing to redirect this financing structure to develop a multifamily affordable housing program to serve single individuals. CDA staff are working closely with our City partners (specifically Inver Grove Heights) and are in the process of preparing preliminary development designs and identifying the best sites to implement this new program. The Common Bond Financing currently has the financial capacity for one new development. If the program proves to be a success, the Board can decide to expand the effort in the future.

Family Workforce Housing: Construction will be completed on Prestwick Place Townhomes in Rosemount this summer. We will continue to work on identifying parcels for potential future family workforce housing developments in addition to the Denmark Trail site in Farmington that could be developed. This year we will commencing negotiations with the Minnesota Housing Finance Agency and the Family Housing Fund about how to address the maturing subordinate debt they have on this program. We hope to have a predictable finance plan and procedure in place by the beginning of the next calendar year.

Public Housing: Staff continues to work through the Rental Assistance Demonstration (RAD) process to convert public housing units to other rental subsidies. We have learned a lot through this process and are adjusting our course so that the CDA is left with the most advantageous position to protect these assets and the financial resources that we have responsibly maintained for capital improvements. Staff will continue to update the Board on RAD.

Maintenance of CDA Properties: The budget includes almost $4.8 million in non-routine capital improvement expenditures for our rental housing developments. This has become an increasing large portion of the budget as our housing stock gets older. Annual updates of our financial forecasts that were initially prepared in March 2017 projecting our capital needs for the next 20 years are completed so that we’re earmarking funds for current and future capital needs. We are continuing to review our capital needs estimates.

Staffing: This budget reflects an addition of a staff position to the Finance department. Finance staffing has not been increased since FYE12. Since that time, the CDA has vastly increased its housing portfolio and program areas. There is complexity to our financial systems and compliance for the layers of funding the agency receives and an additional staff person in that department will be beneficial to balance workloads of management.

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3

THE BUDGET IN BRIEF Consistent with prior years, the accompanying operating budget excludes the Workforce Housing Limited Partnerships. These partnerships are separate legal entities with different fiscal year ends than the CDA and they have their own budgets and financial audits. After fifteen years when the CDA acquires sole ownership of these partnerships, they are accounted for in the Workforce Housing LLC Fund which is a blended component unit of the CDA and they are then included in the operating budget. The operating budget also excludes certain funds that are principally used to account for Federal or State grants that have grant periods that either do not coincide with the Agency’s fiscal year or that run across multiple fiscal years. For these funds, the grant budget, contract and grantor oversight provide the necessary control over the expenditure of these funds. Appendix D provides a projection of the revenues and expenses for these funds. This projection was used during the budgeting process to estimate staffing levels and the allocation of administrative costs. Total revenue for annually budgeted funds is projected to be $66.4 million versus $63.6 million in the current year for an increase of $2.8 million or four percent (4%). The largest sources of revenue in dollar terms are: intergovernmental (grants) of $23.9 million; rental revenue of $20.9 million and taxes of almost $8.2 million. These three revenue sources account for almost 80% of all budgeted revenue. The HUD-funded Voucher program accounts for ninety-three percent (96%) of all grant revenue and HUD is inflating the 2019 grant a little over three percent (3%) from the current year. Rental revenue is increasing a little under three percent (3%) and taxes are increasing almost seven percent (7%) from the current year. Budgeted expenses total almost $65.7 million which is an $8.7 million increase from the $57 million estimated in the current year. The largest categories of expense in dollar terms are: housing assistance payments (HAPs) of $21.4 million; general expense of $11.6 million and administrative of $11.5 million. Housing assistance payments are increasing by $1.2 million or six percent (6%) primarily due to anticipated higher utilization along with higher average housing assistance payments. Administrative is increasing approximately three percent (3%) which is primarily due to salary increases. General expense which is primarily comprised of taxes, insurance and program costs is increasing over $6.5 million which accounts for almost seventy-five percent (75%) of the increase from the current fiscal year. Most of the increase relates to programmatic costs in the Housing Development & Renewal (HD&R) programs as well as the HOPE program and the tax increment districts. Detail regarding these expenses is provided in Appendix A on page 27 for the HD&R and HOPE programs and Appendix B on page 28 for the tax increment districts. The proposed budget anticipates an increase in the CDA’s budgetary fund balances of over $721,472 for a total of $122.6 million. Of this, $65.5 million is attributable to the Real Estate Operations fund which holds a significant portion of the retained earnings (cash flows) derived from the senior and workforce housing programs. These funds provide a reserve to meet the capital needs of these buildings as identified in the twenty-year capital projections. The housing assistance and rental properties have another $33.5 million in budgetary fund balance. These balances are generally restricted by grantors (HUD or MHFA) or by debt covenants. The locally-financed HD&R, Levy and HOPE programs have $17.6 million in budgetary fund balance and the tax increment districts have a cumulative $6.3 million. The remaining fund balance is attributable to the HIA, office and technology funds.

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4

In summary, the agency continues to be in sound financial condition because of its diversified funding streams. While we are certainly not immune to the ups and downs of Federal and State budget processes, we are much less impacted than most of our peers. This achievement is in no small part due to the support provided by the CDA and County Commissioners. Respectfully submitted, Tony Schertler Executive Director

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5

BUDGET PROCESS

BUDGET ADOPTION

The management of the Dakota County Community Development Agency submits a proposed operating budget to the Board of Commissioners no later than the third Tuesday each May. All operating funds are subject to the annual budget process with the exception of certain grant awards, which are subject to the grant contract limitations, and trust and agency funds. The fiscal year of the agency begins on July 1 and ends on June 30.

BUDGET CALENDAR

Important dates in the development of the budget are given below:

February 1 - 28 Budget estimate forms and instructions are distributed to each Department Head.

March 1 - 31 Departments prepare estimates of revenues and expenses

for the next budget period. Completed budget estimates are submitted to the Finance Director.

April 1 - 30 The Executive Director and Finance Director conduct

departmental hearings. A final determination is made on the amounts to be recommended to the Board of Commissioners. The proposed budget and the Executive Director’s budget message are prepared.

May board meeting The Executive Director and Department Heads present

the recommended budget to the Board of Commissioners for their consideration and review. The budget is formally adopted by board resolution at either the May board meeting or the June board meeting.

June 30 The adopted budget is recorded in the accounting records. July 1 The budget goes into effect.

OPERATING BUDGET POLICIES AND PROCEDURES

The development of the Dakota County Community Development Agency’s budget is based on the following guidelines and policies:

The primary budgetary objective is to provide the highest possible level of service without impairing the Agency’s sound financial condition. Continual efforts will be made to improve productivity, lower costs and enhance service.

The budget should be balanced for each fund; total available resources should equal or exceed

total anticipated expenses. The agency will avoid budgetary procedures that balance the current budget at the expense

of meeting future years’ obligations. The agency will maintain a budgetary control system to ensure adherence to the budget and

will prepare regular reports comparing actual revenues & expenses to budgeted amounts.

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6

ORGANIZATIONAL CHART

Administration

HousingDevelopment

PropertyManagement

Community &Economic

Development

Finance Assistance

Housing

Executive Director

Board of

Commissioners

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7

BUDGET SUMMARY

The fiscal year ending June 30, 2020 budget anticipates total revenues of $66,401,083 and total expenses of $65,679611 for a net increase in budget balance of $721,472.

Actual Actual Estimated Budget

FYE 2017 FYE 2018 FYE 2019 FYE 2020REVENUEIntergovernmental 23,060,887$ 21,801,020$ 23,254,803$ 23,912,556$ Taxes 7,010,940 7,416,071 7,624,549 8,176,928 Tax increment 1,532,006 1,697,726 1,914,838 2,138,273 Special assessments 115,692 161,447 57,460 53,790 Rental 18,058,486 19,861,937 20,324,550 20,903,456 Interest 763,276 1,303,051 1,872,803 2,175,905 Fee income 4,571,563 2,464,265 4,653,991 5,215,518 Loan repayments 2,677,480 2,641,623 2,111,336 1,738,362 Land sales 49,091 414,930 456,000 800,000 Other 1,366,458 2,438,899 1,296,518 1,286,295

59,205,879 60,200,969 63,566,848 66,401,083

EXPENSEAdministrative 7,759,113 8,260,344 11,212,617 11,529,735 Tenant services 125,018 149,598 236,376 236,376 Utilities 1,602,761 1,750,667 1,830,465 1,887,593 Ordinary maintenance 5,371,787 5,592,447 6,998,679 7,113,733 General 6,117,033 6,509,505 5,076,348 11,647,551 Housing assistance payments 19,147,931 19,494,044 20,162,536 21,395,034 Debt service 7,149,816 7,207,546 7,011,475 6,971,790 Capital/extraordinary maint. 3,975,169 3,123,154 4,437,496 4,897,799

51,248,628 52,087,305 56,965,992 65,679,611

Increase (decrease) in budgetbalance before transfers 7,957,251 8,113,664 6,600,856 721,472

TRANSFERS IN (OUT) - - - -

Increase (decrease) in budget balance 7,957,251 8,113,664 6,600,856 721,472

BEGINNING BUDGET BALANCE 100,166,038 106,888,617 115,286,870 121,887,726 LLC merger adjustment 1,076,149 284,589 - - RIG prior year award adjust. (2,310,821) - - -

ENDING BUDGET BALANCE 106,888,617$ 115,286,870$ 121,887,726$ 122,609,198$

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BUDGET SUMMARY - GRAPH

8

Intergovernmental36%Land Sales

1%

Tax Increment3%

Special Assessments<1%

Rental32%

Interest3%

Fee Income8% Loan Repayments

3%

Taxes12%

Other2%

Total - Revenue

Administrative17%

Tenant Services<1%

Utilities3%

Ordinary Maintenance11%

General18%

Debt Service 11%

Capital/EM7%

Housing Assistance Payments

33%

Total - Expenses

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9

AUTHORIZED FULL-TIME POSITIONS

Actual Budget Budget

FYE 2018 FYE 2019 FYE 2020

ADMINISTRATIONExecutive Director 1.00 1.00 1.00 Director of Administration & Communications 1.00 1.00 1.00 Assistant Director of Administration 1.00 1.00 1.00 Human Resources Administrator 1.00 1.00 1.00 Network Administrator 1.00 1.00 1.00 Software Systems Coordinator 1.00 1.00 1.00 Administrative/Communications Specialist 1.00 1.00 - Administrative Coordinator - - 1.00 Office Support Assistant Lead - - 1.00 Office Support Assistant 4.66 4.97 4.00

11.66 11.97 12.00

COMMUNITY & ECONOMIC DEVELOPMENTDirector of Community & Econ Dev 0.83 1.00 1.00 Assistant Director of Community & Econ Dev 1.00 1.00 1.00 Housing Finance Program Coordinator 1.75 1.75 1.75 CD Coordinator 1.00 1.00 1.00 Housing Rehab Coordinator 1.00 1.00 1.00 Housing Rehab Specialist 0.83 1.00 1.00 Weatherization Coordinator 1.00 1.00 1.00 Weatherization Specialist 0.80 1.00 1.00 First-time Homebuyer Specialist 1.00 1.00 0.50 Homeownership Specialist 1.00 1.00 1.00 Program/Office Support Assistant 1.00 1.00 1.00

11.21 11.75 11.25

FINANCEDirector of Finance 1.00 1.00 1.00 Assistant Director of Finance 1.00 1.00 1.00 Senior Accountant 2.00 2.00 3.00 Accountant 3.00 3.00 3.00 Accounting Specialist 2.00 2.00 2.00

9.00 9.00 10.00

HOUSING ASSISTANCEDirector of Housing Assistance 1.00 1.00 1.00 Assistant Director of Housing Assistance 0.80 0.80 0.80 Program Manager - - 1.00 Compliance and Landlord Relations Manager - - 1.00 Housing Information Specialist 1.00 1.00 - Housing Specialist 11.20 12.00 10.00 Limited Term Housing Inspector 0.31 0.07 0.07 Office Support Assistant 1.69 1.75 3.00

16.00 16.62 16.87

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10

AUTHORIZED FULL-TIME POSITIONS – cont’d

Actual Budget Budget

FYE 2018 FYE 2019 FYE 2020

HOUSING DEVELOPMENTDeputy Executive Director 1.00 1.00 1.00 Capital Projects Manager 2.00 2.00 2.00 Capital Projects Administrator 1.00 1.00 1.00 Real Estate Specialist 1.00 1.00 1.00 Limited Term Construction Manager 0.20 0.14 0.16 Administrative Assistant - 0.04 -

5.20 5.18 5.16

PROPERTY MANAGEMENTDirector of Property Management 1.00 1.00 1.00 Assistant Director of Property Management 1.00 1.00 1.00 Program Manager 1.00 1.00 1.00 Property Manager 8.00 8.00 8.00 Assistant Property Manager 5.00 5.00 5.00 Limited Term Assistant Property Manager 0.31 0.24 0.37 Office Support Assistant 1.88 2.00 2.00 Operations Specialist 1.00 1.00 - Program Support Assistant - - 1.00 Maintenance Manager 1.00 1.00 1.00 Facilities Contract Manager 1.00 1.00 1.00 Maintenance Technician III - 1.00 1.00 Maintenance Technician II 3.00 4.00 4.00 Maintenance Technician I 10.76 10.00 10.00 Preventive Maintenance Tech 1.00 1.00 1.00 Apprentice - 1.00 1.00 Resident Caretaker 19.00 22.10 22.50 Relief Caretaker 0.78 1.50 1.36

55.73 61.84 62.23

TOTAL POSITIONS 108.79 116.37 117.51

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11

HOUSING DEVELOPMENT & RENEWAL

Housing Development & Renewal (HD&R) is used to account for resources that are not legally obligated, or by sound financial management, required to be accounted for in another program. Some of the programs in HD&R include the first-time homebuyer program, conduit debt financing, low-income housing tax credit suballocater, land acquisition, limited partner financing, economic development and redevelopment incentive grants. Revenues consist primarily from loan repayments and land sales. Expenses relate to HD&R activities, first-time homebuyer program, economic development, redevelopment incentive grant and land banking. Transfers in are from Levy to fund the general expenses of economic development and redevelopment incentive grant. The projected budget balance of $13,736,908 is designated for future housing, development & renewal activities. A further breakdown of locally funded housing and community development programs is provided in Appendix A.


FYE 2017 FYE 2018 FYE 2019 FYE 2020REVENUEIntergovernmental 145,000$ 167,631$ 292,483$ 137,502$ Interest 293,674 296,955 300,000 250,000 Fee Income 733,717 521,891 525,122 544,800 Loan repayments 2,321,809 1,780,995 1,827,159 1,503,362 Land sales 49,091 414,930 456,000 800,000 Other 21,095 575,981 2,765 -

3,564,386 3,758,383 3,403,529 3,235,664

EXPENSEAdministrative 584,377 715,565 838,432 861,281 Utilities 5,506 4,796 5,050 4,950 Ordinary maintenance 18,932 31,049 52,726 56,838 General 1,672,039 2,566,002 775,766 4,081,190

2,280,854 3,317,412 1,671,974 5,004,259

Increase (decrease) in budgetbalance before transfers 1,283,532 440,971 1,731,555 (1,768,595)

TRANSFERS IN (OUT) - (237,601) 200,553 1,754,997

Increase (decrease) in budget balance 1,283,532 203,370 1,932,108 (13,598)

BEGINNING BUDGET BALANCE 12,642,317 11,615,028 11,818,398 13,750,506 RIG prior year award adjust. (2,310,821) - - -


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12

HOUSING DEVELOPMENT & RENEWAL - EXPENSES

Actual Actual Estimated BudgetFYE 2017 FYE 2018 FYE 2019 FYE 2020

ADMINISTRATION Administrative

Administrative 104,955$ 83,217$ 162,199$ 161,590$

COMMUNITY & ECONOMIC DEVAdministrative

Administrative 363,051 300,490 265,397 218,053 General 417,098 462,303 - 1,230,000

780,149 762,793 265,397 1,448,053 First-time homebuyer program

Administrative - 50,153 101,565 105,436 General 359,393 326,396 273,500 494,000

359,393 376,549 375,065 599,436 Economic development

Administrative - 43,052 58,375 77,893 General 240,225 160,989 200,553 565,500

240,225 204,041 258,928 643,393 Redevelopment incentive grant

Administrative - 5,938 18,846 23,771 General 648,720 1,302,572 - 896,000

648,720 1,308,510 18,846 919,771 Local weatherization

Administrative - 25,513 22,801 35,027 General - 122,229 239,882 102,475

- 147,742 262,683 137,502

2,028,487 2,799,635 1,180,919 3,748,155

HOUSING DEVELOPMENTAdministrative

Administrative 116,352 85,057 30,170 53,459 General 3,505 9,263 - 15,000

119,857 94,320 30,170 68,459 Land banking

Administrative - 122,090 177,564 184,389 General - 180,826 60,000 778,215

- 302,916 237,564 962,604

119,857 397,236 267,734 1,031,063

PROPERTY MANAGEMENTLand holding costs

Administrative 19 55 1,515 1,663 Utilities 5,506 4,796 5,050 4,950 Ordinary maintenance 18,932 31,049 52,726 56,838 General 3,098 1,424 1,831 -

27,555 37,324 61,122 63,451

2,280,854$ 3,317,412$ 1,671,974$ 5,004,259$

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13

REAL ESTATE OPERATIONS

Real Estate Operations (REO) is used to account for resources that are not legally obligated, or by sound financial management, required to be accounted for in another fund. Some of the programs in REO include construction management, property management, capital/extraordinary maintenance management, asset management, partnership management and to hold funds released from rental financing structures. Revenues consist primarily of management fees generated from the rental properties. Expenses are for the development and management of these rental properties. The projected budget balance of $65,471,691 is designated for future real estate operations activities.


FYE 2017 FYE 2018 FYE 2019 FYE 2020REVENUEFee Income 2,857,302$ 1,643,531$ 3,849,900$ 4,370,570$ Interest 314,779 553,596 926,000 1,200,000 Other 294,053 101,935 93,942 86,711

3,466,134 2,299,062 4,869,842 5,657,281

EXPENSEAdministrative 1,283,694 1,455,206 2,676,646 2,719,399 Ordinary maintenance 14,332 14,263 - - General 47,985 30,247 4,000 24,000 Capital/extraordinary maintenance 50,690 10,050 40,000 -

1,396,701 1,509,766 2,720,646 2,743,399

Increase (decrease) in budgetbalance before transfers 2,069,433 789,296 2,149,196 2,913,882

TRANSFERS IN (OUT) 2,500,000 - - -

Increase (decrease) in budget balance 4,569,433 789,296 2,149,196 2,913,882

BEGINNING BUDGET BALANCE 55,049,884 59,619,317 60,408,613 62,557,809 ENDING BUDGET BALANCE 59,619,317$ 60,408,613$ 62,557,809$ 65,471,691$

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14

REAL ESTATE OPERATIONS – EXPENSES


FYE 2017 FYE 2018 FYE 2019 FYE 2020

ADMINISTRATION Administrative

Administrative 1,030,387$ 1,052,589$ 1,265,047$ 1,247,944$ General 16,148 5,570 4,000 6,000

1,046,535 1,058,159 1,269,047 1,253,944 Indirect cost allocation (941,580) (977,572) (1,141,617) (1,117,564)

104,955 80,587 127,430 136,380

FINANCEAdministrative

Administrative 835,492 920,896 907,456 1,121,092 Indirect cost allocation (835,492) (920,896) (907,456) (1,121,092)

- - - - Property management

Administrative 43,470 55,026 69,490 40,121

43,470 55,026 69,490 40,121

NONDEPARTMENTALAdministrative 18,000 12,343 65,531 75,766 General 21,569 30,918 30,000 35,000 Capital/extraordinary maint. 50,690 10,050 40,000 -

90,259 53,311 135,531 110,766 Indirect cost allocation (39,569) (43,261) (95,531) (110,766)

50,690 10,050 40,000 -

COMMUNITY & ECONOMIC DEVWorkforce development

Administrative - 14,910 38,900 42,223 General 20,048 19,850 - 18,000

20,048 34,760 38,900 60,223

HOUSING ASSISTANCEAdministrative

Administrative 658 9 9,777 10,476 General 8,284 - - -

8,942 9 9,777 10,476

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15

REAL ESTATE OPERATIONS – EXPENSES – cont’d


FYE 2017 FYE 2018 FYE 2019 FYE 2020

HOUSING DEVELOPMENTAdministrative

Administrative 116,352 29,121 68,458 88,714 General 3,505 4,827 - - Capital/extraordinary maint. - - - -

119,857 33,948 68,458 88,714 Senior development

Administrative 110,332 52,542 8,874 -

Workforce developmentAdministrative 86,196 44,577 77,440 37,787

EM managementAdministrative 377,138 413,976 439,530 488,198

693,523 545,043 594,302 614,699

PROPERTY MANAGEMENTSenior marketing/pre-leasing

Administrative 39,762 9,624 - - Ordinary maintenance 1,940 784 - -

41,702 10,408 - - Workforce marketing/pre-leasing

Administrative 24,040 7,002 66,694 66,694 Ordinary maintenance 9,677 - - -

33,717 7,002 66,694 66,694 Property management

Administrative 396,939 753,402 1,774,053 1,814,806 Ordinary maintenance 2,715 13,479 - -

399,654 766,881 1,774,053 1,814,806

475,073 784,291 1,840,747 1,881,500

1,396,701$ 1,509,766$ 2,720,646$ 2,743,399$

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16

HIA LOANS

HIA Loans accounts for the receipt and expenditure of resources established by two Housing Improvement Areas (HIA). The first was the Niakwa Village Second Addition HIA in May 2014 and the second was the Town Homes at Wildwood Pond HIA in June 2014. For each HIA, the CDA entered into a development fee with the respective homeowner association to fund housing improvements using Housing Development & Renewal Fund and HOPE Fund resources which will be repaid through the imposition of Housing Improvement Fees (special assessments) against the homeowners. Budgeted revenues consist exclusively of special assessments. Budgeted expenses are comprised of administrative and interest costs that are associated with the Housing Improvement Areas. The projected budget balance of ($331,616) represents expenses that will be repaid through the imposition of special assessments.


FYE 2017 FYE 2018 FYE 2019 FYE 2020REVENUESpecial Assessments 115,692$ 161,447$ 57,460$ 53,790$

EXPENSEAdministrative 668 428 12,391 4,176 General 69,889 21,950 24,500 15,200

70,557 22,378 36,891 19,376

Increase (decrease) in budgetbalance before transfers 45,135 139,069 20,569 34,414


Increase (decrease) in budget balance 45,135 139,069 20,569 34,414

BEGINNING BUDGET BALANCE (570,803) (525,668) (386,599) (366,030) ENDING BUDGET BALANCE (525,668)$ (386,599)$ (366,030)$ (331,616)$

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17

HOPE

HOPE accounts for the receipt and expenditure of resources dedicated towards the Housing Opportunities Enhancement Fund. Revenues consist of loan repayments and interest revenue. Expenses are for the development, acquisition and rehabilitation, and acquisition and preservation of multifamily rental and single-family homeownership housing within Dakota County. Transfers in consist of the tax revenues collected in Levy. The projected budget balance of $1,884,587 is restricted for future HOPE-related expenses. A further breakdown of locally funded housing and community development programs is provided in Appendix A.


FYE 2017 FYE 2018 FYE 2019 FYE 2020REVENUEIntergovernmental 2,195$ -$ -$ -$ Interest 14,782 39,547 60,000 40,000 Loan repayments 317,145 822,102 250,000 200,000 Other - 7,541 7,000 -

334,122 869,190 317,000 240,000

EXPENSEAdministrative 115,899 73,945 158,546 123,745 General 1,896,527 1,046,900 1,499,800 3,225,000

2,012,426 1,120,845 1,658,346 3,348,745

Increase (decrease) in budgetbalance before transfers (1,678,304) (251,655) (1,341,346) (3,108,745)

TRANSFERS IN (OUT) 1,292,563 1,576,313 927,996 1,150,000

Increase (decrease) in budget balance (385,741) 1,324,658 (413,350) (1,958,745)


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18

LEVY

Levy accounts for the receipt and expenditure of the Agency’s tax levy. Revenues consist primarily of tax receipts and interest income. Expenses are restricted for senior housing development and rental subsidies. Transfers out consist of debt service payments of $5,600,000 pledged towards bonds issued to finance the construction of senior housing developments, $2,904,997 of tax revenue collected for the HOPE Fund & Housing Redevelopment & Renewal and housing assistance of $35,000 for Lincoln Place & $125,000 for Bridges & $240,000 for a pilot program. The projected budget balance of $2,011,643 is designated for future levy-supported expenses. A further breakdown of locally funded housing and community development programs is provided in Appendix A.


FYE 2017 FYE 2018 FYE 2019 FYE 2020REVENUETaxes 7,010,940$ 7,416,071$ 7,624,549$ 8,176,928$ Intergovernmental 9,706 12,132 10,478 - Interest 8,770 26,030 50,000 50,000

7,029,416 7,454,233 7,685,027 8,226,928

EXPENSEAdministrative 33,014 18,724 17,700 7,931

Increase (decrease) in budgetbalance before transfers 6,996,402 7,435,509 7,667,327 8,218,997

TRANSFERS IN (OUT) (7,018,311) (7,281,276) (6,888,549) (8,904,997)

Increase (decrease) in budget balance (21,909) 154,233 778,778 (686,000)


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19

TAX INCREMENT FINANCING

Tax Increment Financing accounts for the receipt and expense of tax increment revenues across 11 tax increment districts. Revenues consist primarily of tax increment receipts, interest income and loan repayments. Expenses are for administration and housing and redevelopment expenses that are consistent with State law. Transfers out consist of $517,112 to Senior Housing, $114,697 to Workforce Housing LLC and $30,264 to Public Housing for capital/extraordinary maintenance expenses. A further breakdown of expenses and transfers by district is provided in Appendix B. The projected budget balance of $6,265,278 is restricted by tax increment district for future TIF-related expenses. A breakdown of this budget balance by district is provided in Appendix B.


FYE 2017 FYE 2018 FYE 2019 FYE 2020REVENUETax increment 1,532,006$ 1,697,726$ 1,914,838$ 2,138,273$ Interest 30,683 70,440 137,000 131,703 Loan repayments 38,526 38,526 34,177 35,000 Other - 137,112 - -

1,601,215 1,943,804 2,086,015 2,304,976

EXPENSEAdministrative 58,186 61,555 88,784 96,084 General 528,093 713,104 741,973 2,163,571

586,279 774,659 830,757 2,259,655

Increase (decrease) in budgetbalance before transfers 1,014,936 1,169,145 1,255,258 45,321

TRANSFERS IN (OUT) (817,600) - (1,096,558) (662,073)

Increase (decrease) in budget balance 197,336 1,169,145 158,700 (616,752)


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20

SENIOR HOUSING

Senior Housing is used to account for the operation of the CDA’s bond financed senior developments. Revenues consist primarily of user charges to tenants and interest earned on operating and CDA-held reserve accounts. Expenses are for the administration, operation and financing of these developments. Capital/extraordinary maintenance expenses for the budget year are shown in Appendix C. Budgeted transfers in consist of debt service payments from Levy and capital/extraordinary maintenance expenses from TIF for Rosemount-Cameo Place, Apple Valley-Cobblestone and Eagan-O’ Leary Manor. There are no new buildings included in the FY 2020 budget. The projected budget balance of $22,957,667 includes an operating reserve and a repair and replacement reserve. The entire budget balance is restricted by the bond indenture for Senior Housing related expenses.


FYE 2017 FYE 2018 FYE 2019 FYE 2020REVENUERental 13,448,163$ 14,863,299$ 15,246,741$ 15,676,720$ Intergovernmental 461,070 462,556 464,537 495,242 Interest 65,101 212,132 316,198 421,597 Fee income 715,668 70,639 82,721 82,721 Other 197,598 372,277 17,556 17,556

14,887,600 15,980,903 16,127,753 16,693,836

EXPENSEAdministrative 2,148,805 2,173,638 3,000,892 3,079,985 Tenant services - 31,396 101,500 101,500 Utilities 1,170,743 1,269,112 1,359,293 1,400,072 Ordinary maintenance 3,687,277 3,486,396 4,352,196 4,567,547 General 1,221,954 1,390,543 1,320,269 1,399,847 Debt service (paid to Trust) 6,765,464 6,816,152 6,838,046 6,774,730 Capital/extraordinary maintenance 1,891,275 2,244,225 2,584,815 3,969,995

16,885,518 17,411,462 19,557,011 21,293,676

Increase (decrease) in budgetbalance before transfers (1,997,918) (1,430,559) (3,429,258) (4,599,840)

TRANSFERS IN (OUT) 3,100,000 5,600,000 5,600,000 6,117,112

Increase (decrease) in budget balance 1,102,082 4,169,441 2,170,742 1,517,272


AVERAGE UNITS PER MONTH 1,669 1,731 1,731 1,731

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21

HOUSING ASSISTANCE

Housing Assistance acts as a roll-up for several grant-funded housing assistance payments funds. HUD-funded grants include the Section 8 Housing Choice Voucher (HCV) fund which also includes the Family Unification Fund (FUP) and Veterans’ Affairs Supportive Housing (VASH) as well as Continuum of Care and Single Room Occupancy (SRO). MHFA-funded grants include Bridges, Bridges Long-term Homelessness and several Housing Trust Fund funds. Revenues consist primarily of grant reimbursements to the CDA for housing assistance payments made on behalf of qualified fund participants and administrative fees earned or administrative costs reimbursed. Expenses are for housing assistance payments and related fund administrative costs. Transfers in are from Levy for housing assistance related to Lincoln Place and Bridges. The projected budget balance of $1,702,343 is restricted by HUD for Voucher-related expenses.


FYE 2017 FYE 2018 FYE 2019 FYE 2020REVENUEIntergovernmental 21,701,992$ 20,886,806$ 22,223,284$ 22,991,187$ Interest 8,459 26,107 35,000 34,000 Fee income 114,128 56,793 74,417 96,688 Other 156,625 418,934 182,660 105,658

21,981,204 21,388,640 22,515,361 23,227,533

EXPENSEAdministrative 2,138,167 2,170,701 2,468,960 2,598,302 Tenant services 15,018 8,202 24,876 24,876 General 1,461 77,902 - - Housing assistance payments 19,147,931 19,494,044 20,162,536 21,395,034

21,302,577 21,750,849 22,656,372 24,018,212

Increase (decrease) in budgetbalance before transfers 678,627 (362,209) (141,011) (790,679)

TRANSFERS IN (OUT) 104,441 88,004 128,795 371,244

Increase (decrease) in budget balance 783,068 (274,205) (12,216) (419,435)


AVERAGE UNITS PER MONTH 2,738 2,738 2,661 2,744

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22

PUBLIC HOUSING

The Public Housing Fund is used to account for the operation of the federally funded Public Housing fund. Revenues consist primarily of user charges to tenants and federal subsidy from the U.S. Department of Housing and Urban Development (HUD). Expenses are for the administration of the fund and the operating costs related to the housing projects. Capital/extraordinary maintenance expenses for the budget year are shown in Appendix C. Transfers in are from TIF for capital/extraordinary maintenance expenses. Operating subsidy (intergovernmental) is expected to increase from $114,021 in the current year to $138,625 in the budget year, while tenant rental revenue is also expected to increase. Operating subsidy makes up the difference between tenant rental revenue and operating expenses. The projected budget balance of $3,974,309 is restricted by HUD to be used for Public Housing related expenses.


FYE 2017 FYE 2018 FYE 2019 FYE 2020REVENUERental 2,047,586$ 2,094,091$ 2,137,380$ 2,201,501$ Intergovernmental 596,257 110,496 114,021 138,625 Interest 14,596 50,302 2,040 2,040 Fee income 70,255 73,774 57,831 56,739 Other 14,859 7,530 10,200 10,200

2,743,553 2,336,193 2,321,472 2,409,105

EXPENSEAdministrative 403,166 427,946 598,344 554,839 Tenant services 10,000 10,000 10,000 10,000 Utilities 183,666 197,657 191,187 196,923 Ordinary maintenance 770,726 1,013,269 1,285,670 1,166,286 General 316,863 303,849 360,607 378,740 Capital/extraordinary maintenance 27,840 1,401 - 30,264

1,712,261 1,954,122 2,445,808 2,337,052

Increase (decrease) in budgetbalance before transfers 1,031,292 382,071 (124,336) 72,053

TRANSFERS IN (OUT) - - - 30,264

Increase (decrease) in budget balance 1,031,292 382,071 (124,336) 102,317


AVERAGE UNITS PER MONTH 323 323 323 323

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23

WORKFORCE HOUSING LLC

Workforce Housing LLC is used to account for the operation of townhome developments which were previously operated as separate entities owned by limited partnerships in which the CDA was the general partner. This fund includes 10 townhome developments wholly owned by the CDA in the FYE 2020 budget. Revenues consist of rents charged to tenants. Expenses are the operating, capital and debt service costs related to the housing projects. Capital/extraordinary maintenance expenses for the budget year are shown in Appendix C. Transfers in are from TIF for capital/extraordinary maintenance expenses at Apple Valley-Glenbrook, Apple Valley-Chasewood and Lakeville-Country Lane. See Appendix B for further details regarding these transfers. The projected budget balance of $4,278,059 includes the development’s operating and repair and replacement reserves. The entire budget balance is expected to be used for townhome related expenses.


FYE 2017 FYE 2018 FYE 2019 FYE 2020REVENUERental 2,463,942$ 2,790,994$ 2,821,902$ 2,906,559$ Interest 6,448 19,944 34,025 34,025 Fee income 69,890 87,008 60,000 60,000 Other 13,765 19,153 5,000 5,000

2,554,045 2,917,099 2,920,927 3,005,584

EXPENSEAdministrative 520,534 584,613 623,659 632,834 Utilities 143,322 177,093 179,710 185,101 Ordinary maintenance 699,335 862,230 1,064,368 1,114,140 General 329,096 337,216 329,085 338,958 Debt service 384,352 391,394 173,429 197,060 Capital/extraordinary maintenance 1,942,220 775,368 1,720,730 745,140

4,018,859 3,127,914 4,090,981 3,213,233

Increase (decrease) in budgetbalance before transfers (1,464,814) (210,815) (1,170,054) (207,649)

TRANSFERS IN (OUT) 817,600 181,295 1,096,558 114,697

Increase (decrease) in budget balance (647,214) (29,520) (73,496) (92,952)

BEGINNING BUDGET BALANCE 3,760,503 4,189,438 4,444,507 4,371,011 Merger adjustment 1,076,149 284,589 - -



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24

YOUTH HOUSING

Youth Housing is used to account for the operation of Lincoln Place, a 25-unit development in Eagan which includes 24 units of supportive housing for young adults. Revenues consist of rents charged to tenants and grants from Minnesota Housing to support the front desk operation and subsidize the rents of qualified tenants. Expenses are for the administration of the fund and the operating costs related to the development. Capital/extraordinary maintenance expenses for the budget year are shown in Appendix C. Transfers in are from Levy for housing assistance payments. The projected budget balance of $575,811 includes the development’s operating and repair and replacement reserves. The entire budget balance is restricted for Youth Housing related expenses.


FYE 2017 FYE 2018 FYE 2019 FYE 2020REVENUERental 98,795$ 113,553$ 118,527$ 118,676$ Intergovernmental 144,667 161,399 150,000 150,000 Interest 5,984 7,998 12,540 12,540 Fee income 10,603 10,629 4,000 4,000 Other 9,017 1,590 - -

269,066 295,169 285,067 285,216

EXPENSEAdministrative 45,189 60,145 52,339 59,598 Tenant services 100,000 100,000 100,000 100,000 Utilities 32,011 33,232 37,513 38,638 Ordinary maintenance 83,790 99,057 91,579 91,739 General 29,383 18,093 16,023 16,504 Capital/extraordinary maintenance 4,962 - 1,500 29,250

295,335 310,527 298,954 335,729

Increase (decrease) in budgetbalance before transfers (26,269) (15,358) (13,887) (50,513)

TRANSFERS IN (OUT) 21,307 16,959 31,205 28,756

Increase (decrease) in budget balance (4,962) 1,601 17,318 (21,757)

BEGINNING BUDGET BALANCE 583,611 578,649 580,250 597,568 ENDING BUDGET BALANCE 578,649$ 580,250$ 597,568$ 575,811$


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25

OFFICE BUILDING

The Office Building is used to account for the costs associated with the operation of the CDA’s administrative office in Eagan, Minnesota. Other revenues consist of cost-reimbursements from each department based on the square footage utilized. Expenses are for the administration of the building, including the operation, maintenance and capital costs. Capital/extraordinary maintenance expenses for the budget year are shown in Appendix C.


FYE 2017 FYE 2018 FYE 2019 FYE 2020REVENUEOther 203,109$ 244,993$ 274,748$ 248,190$

EXPENSEAdministrative 9,851 10,864 16,772 17,436 Utilities 67,513 68,777 57,712 61,909 Ordinary maintenance 97,395 86,183 152,140 117,183 General 3,743 3,699 4,325 4,541 Capital/extraordinary maintenance 24,607 56,306 78,451 10,000

203,109 225,829 309,400 211,069

Increase (decrease) in budgetbalance before transfers - 19,164 (34,652) 37,121

TRANSFERS IN (OUT) - 56,306 - -

Increase (decrease) in budget balance - 75,470 (34,652) 37,121

BEGINNING BUDGET BALANCE 54,643 54,643 130,113 95,461 ENDING BUDGET BALANCE 54,643$ 130,113$ 95,461$ 132,582$

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26

TECHNOLOGY

Technology is used to account for the costs associated with maintaining the Agency’s local area network (LAN) and providing software support and document imaging services. The Agency’s network consists of 87 office workstations, 36 offsite computers and 8 networked printers. Other revenue includes cost-reimbursements from each department. For the network each department’s cost is based on the number of network peripherals utilized and for software support and document imaging services reimbursement is based on benefit received. Expenses are primarily for staff salaries, benefits and software maintenance. Capital/extraordinary maintenance expenses for the budget year are shown in Appendix C. The deficit budget balance represents capital/extraordinary maintenance expenses that have not yet been recovered through user charges. Real Estate Operations provides working capital to finance these purchases and is repaid as the costs are recovered through user charges.


FYE 2017 FYE 2018 FYE 2019 FYE 2020REVENUEOther 456,337$ 551,853$ 702,647$ 812,980$

EXPENSEAdministrative 417,563 507,014 659,152 774,125 Capital/extraordinary maintenance 33,575 35,804 12,000 113,150

451,138 542,818 671,152 887,275

Increase (decrease) in budgetbalance before transfers 5,199 9,035 31,495 (74,295)


Increase (decrease) in budget balance 5,199 9,035 31,495 (74,295)

BEGINNING BUDGET BALANCE (21,498) (16,299) (7,264) 24,231 ENDING BUDGET BALANCE (16,299)$ (7,264)$ 24,231$ (50,064)$

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APPENDIX A

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APPENDIX A: COMBINING SCHEDULE - HOUSING DEVELOPMENT & RENEWAL (HD&R), LEVY AND HOPE

Economic TotalHousing FTHB Develop- RIG Land Total FYE 2020Finance Program ment Program Banking HD&RF Levy HOPE Budget

Revenue:Loan repayments 1,503,362 - - - - 1,503,362 - 200,000 1,703,362 Land sales - - - - 800,000 800,000 - - 800,000 Fee income 544,800 - - - - 544,800 - - 544,800 Grants 137,502 - - - - 137,502 - - 137,502 Levy (current year) - - 303,393 500,000 215,604 1,018,997 6,007,931 1,150,000 8,176,928 Interest - 250,000 - - - 250,000 50,000 40,000 340,000 Total Revenue 2,185,664 250,000 303,393 500,000 1,015,604 4,254,661 6,057,931 1,390,000 11,702,592

Administrative:Salaries and benefits 216,097 77,596 56,054 14,305 125,897 489,949 - 76,374 566,323 Indirect costs 65,799 19,879 16,858 4,302 40,197 147,035 - 23,078 170,113 Legal 61,500 5,000 - - 7,500 74,000 - 15,000 89,000 Other administrative costs 69,706 2,961 4,981 5,164 10,795 93,607 7,931 9,293 110,831 Contract costs 20,000 - - - - 20,000 - - 20,000 Total Administrative 433,102 105,436 77,893 23,771 184,389 824,591 7,931 123,745 956,267

General Affordable HousingPrestwick first mortgage (LLC) 1,230,000 - - - - 1,230,000 - - 1,230,000 Down Payment Assistance loans - 425,000 - - - 425,000 - 225,000 650,000 Multifamily housing loans - - - - - - - 2,600,000 2,600,000 Single family housing rehab loans - - - - - - - 400,000 400,000 FTHB financing & marketing costs - 69,000 - - - 69,000 - - 69,000 Valley Ridge site clean-up (BV) - - - - 410,000 410,000 - - 410,000 Vacant lots, planning, maint, other 15,000 - - - 181,666 196,666 - - 196,666 Veteran's Housing Pre-development - - - - 125,000 125,000 - - 125,000 Local weatherization programs (inc. admin) 137,502 - - - - 137,502 - - 137,502 Workforce Housing Pre-development - - - - 125,000 125,000 - - 125,000

Community & Economic Development

Greater MSP - - 100,000 - - 100,000 - - 100,000 MCCD (CDA portion, $150k total) - - 85,000 - - 85,000 - - 85,000 Other economic development costs - - 10,500 - - 10,500 - - 10,500 Second stage business support - - 30,000 - - 30,000 - - 30,000 Broadband C-Net infrastructure (rebudget) - - 340,000 - - 340,000 - - 340,000 Redevelopment incentive grants - - - 896,000 - 896,000 - - 896,000 Total General 1,382,502 494,000 565,500 896,000 841,666 4,179,668 - 3,225,000 7,404,668

Transfers:Housing Assistance Payments - - - - - - 400,000 - 400,000 Senior housing debt service pledge - - - - - - 5,600,000 - 5,600,000 Transfers from Levy budget balance - - (340,000) (396,000) - (736,000) 736,000 - - Total Transfers - - (340,000) (396,000) - (736,000) 6,736,000 - 6,000,000

Change in Budget Balance 370,060 (349,436) - (23,771) (10,451) (13,598) (686,000) (1,958,745) (2,658,343)

Beginning Budget Balance 13,750,506 2,697,643 3,843,332 20,291,481Ending Budget Balance 13,736,908 2,011,643 1,884,587 17,633,138

Housing Development & Renewal (HD&R)

Locally Funded Housing and Community Development Programs

27

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APPENDIX B

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APPENDIX B: COMBINING SCHEDULE - TAX INCREMENT DISTRICTS

TotalDistrict District District District District District District District District District District FYE 2020

1 2 5 8 9 10 11 12 13 14 15 BudgetRevenue:

Tax increment - - - 208,197 95,444 118,961 1,189,257 102,803 163,980 150,994 108,637 2,138,273 Loan repayments - - - - - - 35,000 - - - - 35,000 Interest revenue 314 1,676 3,911 23,427 13,892 4,932 54,618 9,414 5,618 13,901 - 131,703 Total Revenue 314 1,676 3,911 231,624 109,336 123,893 1,278,875 112,217 169,598 164,895 108,637 2,304,976

Administrative salaries 407 1,628 2,058 3,095 1,221 4,426 5,762 1,690 2,108 1,221 5,147 28,763 Benefits 103 411 585 927 309 1,367 1,742 464 602 309 1,605 8,424 Administrative:

Salaries and benefits 510 2,039 2,643 4,022 1,530 5,793 7,504 2,154 2,710 1,530 6,752 37,187 Indirect costs 163 651 823 1,238 488 1,770 2,304 676 843 488 2,058 11,502 Legal 250 - - 2,000 1,000 1,500 5,000 500 1,000 - 150 11,400 Other administrative costs 273 208 74 967 452 620 771 121 195 21 419 4,121 Contract costs 300 - - 2,000 1,000 1,000 5,000 500 500 - 5,000 15,300 County TIF fee - - - 2,818 810 618 3,658 578 578 6,514 1,000 16,574 Total Administrative 1,496 2,898 3,540 13,045 5,280 11,301 24,237 4,529 5,826 8,553 15,379 96,084

General:Affordable HousingPay-Go - Hidden Ponds - - - - - - - - - - - - Pay-Go - Hearthstone-Regatta - - - - - - 325,000 - - - - 325,000 Pay-Go - Haralson - - - - - - 27,000 - - - - 27,000 Pay-Go - Cedar Villas - - - - - - - - 62,000 - - 62,000 Pay-Go - Legends - - - - - - - - - - 88,861 88,861 Farmington Habitat development - - - 50,000 - - - - - - - 50,000

Founder's Circle 2nd Redevelopment (AV) - - - - - - 100,000 - - - - 100,000 Cahill Place development (IGH) - - 387,513 149,197 - - - - - - - 536,710

RedevelopmentPay-Go - Signal Hills - - - - - 106,000 - - - - - 106,000 North Gateway redevelopment (WSP) - - - - - - - - - 800,000 - 800,000 Total General - - 387,513 199,197 - 106,000 452,000 - 62,000 800,000 88,861 2,095,571

Transfers:Affordable HousingCameo Place exterior (Senior) - 137,112 - - - - - - - - - 137,112 Cobblestone improvements (Senior) - - - - - - 80,000 - - - - 80,000 O'Leary improvements (Senior) - - - - - - - - 300,000 - - 300,000 Chasewood kitchen/baths (LLC) - - - - - - 25,000 - - - - 25,000 Country Lane exterior rehab (LLC) - 20,697 - - 44,000 - - - - - - 64,697 Erin Place water heaters (LP) - - - - - - - - 68,000 - - 68,000 Glenbrook kitchen/baths (LLC) - - - - - - 25,000 - - - - 25,000 Public housing improvements 30,264 - - - - - - - - - - 30,264 Total Transfers 30,264 157,809 - - 44,000 - 130,000 - 368,000 - - 730,073 Change in Budget Balance (31,446) (159,031) (387,142) 19,382 60,056 6,592 672,638 107,688 (266,228) (643,658) 4,397 (616,752)

Beginning Budget Balance 31,446 167,582 391,118 1,161,643 664,594 243,314 2,394,587 416,867 414,002 1,016,861 (19,984) 6,882,030 Ending Budget Balance - 8,551 3,976 1,181,025 724,650 249,906 3,067,225 524,555 147,774 373,203 (15,587) 6,265,278

28

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APPENDIX C

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DAKOTA COUNTY CDACAPITAL EXPENSES AND EXTRAORDINARY MAINTENANCE PROJECT LISTINGBUDGET FOR YEAR ENDED JUNE 30, 2020

SENIOR HOUSINGLV - Winsor Plaza

HD Repair smoke/fire dampers 1,800 HD Replace cabinets at turnover (6 units) 42,000 HD Replace community room chairs 18,000 HD Replace communtiy room light fixtures 5,000 HD Paint siding 64,000 HD Repair garage leaks at "tunnel" 10,000 HD Replace common area flooring 90,000 HD Replace all unit toilets 25,600 HD EM management fees 25,640

282,040 BV - Eagle Ridge Place

HD Replace smoke/fire dampers 1,800 HD Replace cabinets at turnover (6 units) 42,000 HD EM management fees 4,380

48,180 WSP - Haskell Court

HD Replace smoke/fire dampers 1,800 HD Replace asphalt, testing, and soil correction 63,000 HD Repair deck railings on west side of building 2,000 HD Replace cabinets at turnover (5 units) 35,000 HD Paint siding and railings 47,000 HD Replace toilet suppy lines and shut offs 8,400 HD EM management fees 15,720

172,920 EAG - Oakwoods

HD Landscaping west side of building 6,000 HD Repair smoke/fire dampers 1,800 HD Install hold opens at 3 laundry rooms 5,000 HD Replace cabinets at turnover (6 units) 42,000 HD EM management fees 5,480

60,280

29

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HSTGS - Mississippi TerraceHD Replace smoke/fire dampers 1,800 HD Replace cabinets at turnover (4 units) 32,000 HD Replace laundry washer drain pan 3,500 HD Fire caulk garage ceiling 1,500 HD Replace snow melt heat exchanger 4,000 HD EM management fees 4,280

47,080 IGH - Carmen Court

HD Replace cabinets at turnover (5 units) 35,000 HD Replace smoke/fire dampers 1,800 HD LED lighting upgrade 22,400 HD Install door operator at laundry room 5,000 HD EM management fees 6,420

70,620 AV - Orchard Square

HD Replace cabinets at turnover (6 units) 42,000 HD Replace smoke/fire dampers 1,800 HD EM management fees 4,380

48,180 SSP - River Heights Terrace

HD Replace smoke/fire dampers 1,800 HD Replace flat roof above main entry 35,000 HD EM management fees 3,680

40,480 MH - Parkview Plaza

HD Lawn repair 5,000 HD Concrete repair by overhead door 10,000 HD Replace smoke/fire dampers 1,800 HD EM management fees 1,680

18,480 RSMT - Cameo Place

HD Add four surface parking stalls 40,000 HD Replace community room tables and chairs 20,000 HD Paint entire porch area 3,000 HD Replace smoke/fire dampers 1,800 HD Replace concrete by main entry 4,000 HD EM management fees 6,880

75,680

30

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EAG II - O'Leary ManorHD Replace unit refrigerators 39,000 HD Replace unit disposals 16,250 HD Replace unit microwaves 29,200 HD Replace asphalt north of circle 20,000 HD Replace windows, siding, and roof 820,000 HD Replace community room chairs 32,500 HD Replace laminate cabinets in community room 12,000 HD Repair smoke/fire dampers 1,800 HD Replace 2 furnaces and 2 AC units 15,000 HD EM management fees 98,575

1,084,325 BV II - Park Ridge Place

HD Replace windows and siding 660,000 HD Repair smoke/fire dampers 1,800 HD Replace community room tables and chairs 39,700 HD Replace unit flooring 128,700 HD EM management fees 83,020

913,220 AV II - Cortland Square

HD Repair smoke/fire dampers 1,800 HD Install new signage at apartment and other doors 5,000 HD EM management fees 680

7,480 LV II - Main Street Manor

HD Repair smoke/fire dampers 1,800 HD Install door operators at 2 laundry rooms 10,000 PM Commercial space - tenant improvements 30,000 HD EM management fees 1,180

42,980 IGH II - Cahill Commons

HD Sealcoat asphalt 4,000 HD LED lighting upgrade 24,000 HD Replace dry system piping 95,000 HD Repair smoke/fire dampers 1,800 HD EM management fees 12,480

137,280 MH II - Village Commons

HD Sealcoat asphalt 4,000 HD Replace dry system piping 95,000 HD Replace smoke/fire dampers 1,800 HD Repair unit smoke detectors 9,000 HD Install door operators at 3 laundry rooms 5,000 HD EM management fees 11,480

126,280 31

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EAG III - Lakeside PointeHD New screen porch 8,000 HD Repair smoke/fire dampers 1,800 HD EM management fees 980

10,780 WSP II - The Dakotah

HD Repair smoke/fire dampers 1,800 HD Repair block walls at Robert & Annapolis 50,000 PM Commercial space - tenant improvements 40,000 HD EM management fees 5,180

96,980 HSTGS II - Rivertown Court

HD Repair smoke/fire dampers 1,800 HD LED lighting upgrade 24,000 HD Fire caulk garage ceiling 1,500 HD Re-insulate attic 15,000 HD EM management fees 4,230

46,530 SSP II - Dakota Heights

HD Repair smoke/fire dampers 1,800 HD Install door operators at 3 laundry rooms 5,000 HD Replace concrete at the top of driveway 7,500 HD EM management fees 1,430

15,730 EAG IV - Oakwoods East

HD Repair smoke/fire dampers 1,800 HD Replace Schlage lock system 70,000 HD EM management fees 7,180

78,980 LV III - Crossroads Commons

HD Replace unit flooring 129,500 HD Repair smoke/fire dampers 1,800 HD EM management fees 13,130

144,430 AV III - Cobblestone

HD Replace common area flooring includingcommunity room and stairwells 90,000

HD Replace unit smoke detectors 12,000 HD Sealcoat asphalt 5,000 HD Replace Schlage lock system 80,000 HD Repair smoke/fire dampers 1,800 HD Install door operators at 3 laundry rooms 5,000 HD EM management fees 19,380

213,180

32

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SSP III - Thompson HeightsHD Repair smoke/fire dampers 1,800 HD EM management fees 180

1,980 FGTN - Vermillion River Crossing

HD Repair smoke/fire dampers 1,800 HD EM management fees 180

1,980 BV III - Valley Ridge

HD Replace baseboard radiation covers in AL & MC 3,500 HD Replace logos on project sign 3,000 HD Install Snowmelt system at sidewalk by kitchen 100,000 HD Repair smoke/fire dampers 1,800 HD EM management fees 10,830

119,130 IGH III - Hillcrest

HD Battery backup for CO ventilation control 3,500 HD Repair smoke/fire dampers 1,800 HD Unit cabinet finish 45,000 HD EM management fees 5,030

55,330 RSMT II - Cambrian Commons

HD Repair smoke/fire dampers 1,800 HD EM management fees 180

1,980 LV IV - Argonne Hills

HD Repair smoke/fire dampers 1,800 HD Replace trees 5,000 HD EM management fees 680

7,480

Total - Senior Housing 3,969,995

PUBLIC HOUSINGCollen Loney Manor

PM TIF improvements 30,264

Total - Public Housing 30,264

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WORKFORCE HOUSING LLCBV - Parkside

HD Replace cabinets, countertops, faucets at turnover (4 units) 33,200 HD EM management fees 3,320

36,520 AV - Glenbrook

HD Replace cabinets, countertops, faucets at turnover (6 units) 49,800 HD Sealcoat asphalt 7,500 HD EM management fees 5,730

63,030 IGH - Spruce Pointe

HD Replace cabinets, countertops, faucets at turnover (4 units) 33,200 HD Sealcoat asphalt 4,500 HD EM management fees 3,770

41,470 EAG - Oak Ridge

HD Replace cabinets, countertops, faucets at turnover (6 units) 49,800 HD Replace asphalt 110,000 HD EM management fees 15,980

175,780 HSTGS - Pleasant Ridge

HD Replace cabinets, countertops, faucets at turnover (5 units) 41,500 HD Sealcoat asphalt 7,500 HD Cleanup path area and Pleasant Ridge sidewalk 6,500 HD EM management fees 5,550

61,050 LV - Cedar Valley

HD Replace cabinets, countertops, faucets at turnover (5 units) 41,500 HD Replace water heaters 40,000 HD EM management fees 8,150

89,650 AV II - Chasewood

HD Replace cabinets, countertops, faucets at turnover (5 units) 41,500 HD EM management fees 4,150

45,650 LV II - Country Lane

HD Replace exterior doors 50,000 HD Replace cabinets, countertops, faucets at turnover (5 units) 41,500 HD EM management fees 9,150

100,650

34

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MH - Hillside GablesHD Replace cabinets, countertops, faucets at turnover (4 units) 33,200 HD Replace exterior shutters 7,000 HD Replace Playground equipment 15,000 HD Patch basketball court asphalt 2,000 HD EM management fees 5,720

62,920 HSTGS - Marketplace

HD Replace cabinets, countertops, faucets at turnover (4 units) 33,200 HD Re-paint siding bottom trim 1,000 HD Patch asphalt 3,000 HD Re-work laundry drain piping 25,000 HD EM management fees 6,220

68,420

Total - Workforce Housing LLC 745,140

YOUTH HOUSINGHD Replace fire panel 25,000 PM Replace elevator carpet 750 PM Replace common area furniture 3,500

Total - Youth Housing 29,250

OFFICE BUILDINGPM Replace sidewalk at employee entrance 10,000

Total - Office Building 10,000

TECHNOLOGY AD Scanner - front desk 6,000 AD Barracuda Archiver 350 13,150 AD Replace SANs 40,000 AD Replace Vmware Server (3 Qty) 54,000

Total - Technology 113,150

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APPENDIX D

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Dakota County Community Development AgencyAnnual Operating Budget and Financial Plan - All FundsFYE 6/30/20

Office H.O. Public

Tax Senior Housing Public Workforce Youth Bldg & Coun- MHFA Housing AllHD&R HIA Loan HOPE Levy Increment REO Housing Assistance Housing Housing Housing Tech Total CDBG NSP HOME seling Rehab ESG Wx CFP Funds

REVENUEIntergovernmental (grants) 137,502 - - - - - 495,242 22,991,187 138,625 - 150,000 - 23,912,556 2,010,030 287,800 1,135,603 93,500 123,400 154,785 1,127,934 822,886 29,668,494 Taxes - - - 8,176,928 - - - - - - - - 8,176,928 - - - - - - - - 8,176,928 Tax increment - - - - 2,138,273 - - - - - - - 2,138,273 - - - - - - - - 2,138,273 Special assessments - 53,790 - - - - - - - - - - 53,790 - - - - - - - - 53,790 Rental - - - - - - 15,676,720 - 2,201,501 2,906,559 118,676 - 20,903,456 - 32,858 - - - - - - 20,936,314 Interest 250,000 - 40,000 50,000 131,703 1,200,000 421,597 34,000 2,040 34,025 12,540 - 2,175,905 - - - - - - - - 2,175,905 Fee income 544,800 - - - - 4,370,570 82,721 96,688 56,739 60,000 4,000 5,215,518 - - - 7,000 - - - - 5,222,518 Loan repayments 1,503,362 - 200,000 - 35,000 - - - - - - - 1,738,362 500,000 - - - - - - - 2,238,362 Land sales 800,000 - - - - - - - - - - - 800,000 - - - - - - - - 800,000 Other - - - - - 86,711 17,556 105,658 10,200 5,000 - 1,061,170 1,286,295 - - 10,000 500 - - 33,604 1,330,399

Total Revenue 3,235,664 53,790 240,000 8,226,928 2,304,976 5,657,281 16,693,836 23,227,533 2,409,105 3,005,584 285,216 1,061,170 66,401,083 2,510,030 320,658 1,145,603 101,000 123,400 154,785 1,161,538 822,886 72,740,983

EXPENSEAdministrative 861,281 4,176 123,745 7,931 96,084 2,719,399 3,079,985 2,598,302 554,839 632,834 59,598 791,561 11,529,735 520,853 79,172 221,379 95,000 13,984 4,239 305,213 78,061 12,847,636 Tenant services - - - - - - 101,500 24,876 10,000 - 100,000 - 236,376 - - - - - - - - 236,376 Utilities 4,950 - - - - - 1,400,072 - 196,923 185,101 38,638 61,909 1,887,593 - - - - - - - - 1,887,593 Ordinary maintenance 56,838 - - - - - 4,567,547 - 1,166,286 1,114,140 91,739 117,183 7,113,733 - - - - - - - - 7,113,733 General 4,081,190 15,200 3,225,000 - 2,163,571 24,000 1,399,847 - 378,740 338,958 16,504 4,541 11,647,551 - - - - - - - - 11,647,551 Housing assistance payments - - - - - - - 21,395,034 - - - - 21,395,034 - - - - - - - - 21,395,034 Grant/Program expenditures - - - - - - - - - - - - - 1,989,177 260,227 924,224 6,000 108,000 150,546 856,325 744,825 5,039,324

Total Operating Expense 5,004,259 19,376 3,348,745 7,931 2,259,655 2,743,399 10,548,951 24,018,212 2,306,788 2,271,033 306,479 975,194 53,810,022 2,510,030 339,399 1,145,603 101,000 121,984 154,785 1,161,538 822,886 60,167,247

Debt service - - - - - - 6,774,730 - - 197,060 - - 6,971,790 - - - - - - - - 6,971,790 Capital/Extraordinary maintenance - - - - - - 3,969,995 - 30,264 745,140 29,250 123,150 4,897,799 - - - - - - - - 4,897,799

Total Expense 5,004,259 19,376 3,348,745 7,931 2,259,655 2,743,399 21,293,676 24,018,212 2,337,052 3,213,233 335,729 1,098,344 65,679,611 2,510,030 339,399 1,145,603 101,000 121,984 154,785 1,161,538 822,886 72,036,836 Change in Budget

Balance Before Transfers (1,768,595) 34,414 (3,108,745) 8,218,997 45,321 2,913,882 (4,599,840) (790,679) 72,053 (207,649) (50,513) (37,174) 721,472 - (18,741) - - 1,416 - - - 704,147

TRANSFERSTransfers in 1,754,997 - 1,150,000 - - - 6,117,112 371,244 30,264 114,697 28,756 - 9,567,070 - - - - - - - - 9,567,070 Transfers out - - - (8,904,997) (662,073) - - - - - - - (9,567,070) - - - - - - - - (9,567,070)

Net Transfers 1,754,997 - 1,150,000 (8,904,997) (662,073) - 6,117,112 371,244 30,264 114,697 28,756 - - - - - - - - - - - Change in Budget

Balance (13,598) 34,414 (1,958,745) (686,000) (616,752) 2,913,882 1,517,272 (419,435) 102,317 (92,952) (21,757) (37,174) 721,472 - (18,741) - - 1,416 - - - 704,147

Beginning Budget Balance 13,750,506 (366,030) 3,843,332 2,697,643 6,882,030 62,557,809 21,440,395 2,121,778 3,871,992 4,371,011 597,568 119,692 121,887,726 - 359,722 - - 23,739 - - - 122,271,187 Ending Budget Balance 13,736,908 (331,616) 1,884,587 2,011,643 6,265,278 65,471,691 22,957,667 1,702,343 3,974,309 4,278,059 575,811 82,518 122,609,198 - 340,981 - - 25,155 - - - 122,975,334

36

Annual Operating Budget Program Budgets

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