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HomeMy WebLinkAbout01/25/2018 EDA MeetingApple ��ey Meeting Location: Municipal Center 7100 147th Street West Apple Valley, Minnesota 55124 January 25, 2018 ECONOMIC DEVELOPMENT AUTHORITY REGULAR MEETING TENTATIVE AGENDA 6:00 PM 1. Call to Order 2. Approve Agenda 3. Approve Consent Agenda Items Consent Agenda Items are considered routine and will be enacted with a single motion, without discussion, unless a commissioner or citizen requests to have any item separately considered. It will then be moved to the regular agenda for consideration. A. Approve Minutes of August 10, 2017, Special Meeting B. Approve Business Subsidy Agreement with Village Pointe Plaza LLC for Village Pointe Plaza Development 4. Regular Agenda Items A. Adopt Resolution Approving 2018 Board Officers B. Approve 2018 Meeting Calendar C. Adopt Resolution Approving 2018 EDA Budget D. "Open to Business" Program 1. Update on "Open to Business" Program 2. Authorize JPA with Dakota County Community Development Agency 5. Other 6. Staff Updates 7. Adjourn Regular meetings are broadcast, live, on Charter Communications Cable Channel 180 and on the City's website at www.cityofapplevalley.org Apple„ ITEM: EDA MEETING DATE: SECTION: 3.A. January 25, 2018 Consent Agenda Description: Approve Minutes of August 10, 2017, Special Meeting Staff Contact: Joan Murphy, Department Assistant Department / Division: Community Development Department ACTION REQUESTED: Approve minutes of special meeting of August 10, 2017. SUMMARY: The minutes of the special Economic Development Authority meeting are attached for your review and approval. BACKGROUND: State statute requires the creation and preservation of meeting minutes which document the official actions and proceedings of public governing bodies. BUDGET IMPACT: N/A ATTACHMENTS: Minutes ECONOMIC DEVELOPMENT AUTHORITY City of Apple Valley Dakota County, Minnesota August 10, 2017 Minutes of the special meeting of the Economic Development Authority of Apple Valley, Dakota County, Minnesota, held August 10, 2017, at 5:00 p.m., at Apple Valley Municipal Center. PRESENT: Commissioners Bergman, Goodwin, Grendahl, Hamann -Roland and Hooppaw ABSENT: Commissioner Melander City staff members present were: Executive Director Tom Lawell, City Attorney Michael Dougherty, Community Development Director Bruce Nordquist, Finance Director Ron Hedberg, Planner Kathy Bodmer, Planner/Economic Development Specialist Alex Sharpe and Department Assistant Joan Murphy. Meeting was called to order at 5:00 p.m. by President Goodwin. APPROVAL OF AGENDA MOTION: of Grendahl, seconded by Hamann -Roland, approving the agenda. Ayes - 5 - Nays - 0. CONSENT AGENDA MOTION: of Hamann -Roland, seconded by Grendahl, approving the minutes of the meeting of July 27, 2017, as written. Ayes - 5 - Nays — 0. VILLAGE POINTE PLAZA/ZVAGO APPLE VALLEY President Goodwin opened the public hearing at 5:01 p.m. Planner Kathy Bodmer stated that for consideration tonight is a Business Subsidy Agreement with OneTwoOne Development, LLC and the Apple Valley Economic Development Authority (AVEDA) that provides the conditions for the transfer of grant funds to offset the cost of acquisition of the 3.65 -acre parcel located on the southwest corner of Galaxie Avenue and 153rd Street West, commonly referred to as the "triangle property." The City acquired the triangle property (Lot 1, Block 1 Village at Founders Circle) from Dakota County in January 2014 after the site went through a tax forfeiture process for $1,148,639. The City of Apple Valley applied for and was awarded a Livable Communities Demonstration Account grant for the Village Pointe Plaza development of $1,148,639 to off -set the cost of the purchase of the property. The Village Pointe Plaza is a mixed-use project that includes a 58 -unit senior cooperative building and 30,000 sq. ft. of commercial uses. The funding is intended to help to create a denser mixed-use development form than what would typically be developed under normal market conditions in Apple Valley. The grant funds will be disbursed to the developer, OneTwoOne, through a business subsidy. The purpose of the business subsidy is to provide financial assistance needed to ensure the development of the triangle property occurs in accordance with the City's vision and to create jobs. The Subsidy Economic Development Authority City of Apple Valley Dakota County, Minnesota August 10, 2017 Page 2 Agreement provides the terms and conditions for the disbursement of the LCDA grant funds to OneTwoOne. President Goodwin closed the public hearing at 5:13 p.m. MOTION: of Hamann -Roland, seconded by Bergman, approving Business Subsidy Agreement with OneTwoOne. Ayes - 5 - Nays - 0. ADJOURNMENT MOTION: of Hamann -Roland, seconded by Hooppaw, to adjourn. Ayes - 5 - Nays - 0. The meeting was adjourned at 5:18 p.m. Respectfully Submitted, /s/ Joan Murphy Joan Murphy, Department Assistant Approved by the Apple Valley Economic Development Authority on Tom Goodwin, President Apple„ ITEM: EDA MEETING DATE: SECTION: 3.B. January 25, 2018 Consent Agenda Description: Approve Business Subsidy Agreement with Village Pointe Plaza LLC for Village Pointe Plaza Development Staff Contact: Kathy Bodmer, Al CP, Planner Department / Division: Community Development Department ACTION REQUESTED: Approve Business Subsidy Agreement with Village Pointe Plaza LLC for Village Pointe Plaza development. SUMMARY: The EDA is requested to approve a revised Business Subsidy Agreement for the Village Pointe Plaza development. At its August 10, 2017, meeting, the EDA approved a Business Subsidy Agreement for the Village Pointe Plaza development that was executed with OneTwoOne. The developer of the project is now Village Pointe Plaza LLC and will be responsible for the disbursement of the LCDA grant funds. The City of Apple Valley applied for and was awarded a Livable Communities Demonstration Account grant of $1,148,639 to off -set the cost of the purchase of the 3.65 - acre property on the southwest corner of Galaxie Ave and 153rd Street West at 7070 - 153rd St W. The funding is intended to help to create a denser mixed-use development form than is typically seen in Apple Valley. The funds are needed to help create a neighborhood area that would otherwise not be created under normal market conditions. The grant will not be awarded until the conditions of the grant are fulfilled including the development of the mixed- use residential and commercial project within the triangle area. The development must be substantially completed by December 31, 2018. The tool that is used by the City to disburse funds and to ensure compliance with the terms of the LCDA grant is a business subsidy. The purpose of the business subsidy is to provide financial assistance needed to ensure the development of the triangle property occurs in accordance with the City's vision and plans for the Central Village; both housing and job creation. The Subsidy Agreement provides the terms and conditions for the disbursement of the LCDA grant funds to Village Pointe Plaza LLC. The developer is ready to proceed with the residential component of the project and wishes to receive a disbursement from the grant in order to purchase the property. The terms of the purchase agreement and business subsidy agreement must be structured to ensure that the residential and commercial components of the project are developed in accordance with the City's grant agreement with the Met Council. If the entire project does not move forward in the manner agreed to in the grant, there is a risk that the grant funds would need to be returned to the Met Council. BACKGROUND: N/A BUDGET IMPACT: None identified at this time. The LCDA funds will be used by the Apple Valley EDA and the City to assist the developer with site acquisition. Using a grant to assist with the acquisition of property was also used with the Cobblestone Square Senior Apartments (Dakota County CDA) and Orchard Path Senior Housing (Presbyterian Homes) projects. ATTACHMENTS: Agreement Location Map Plan Set Presentation BUSINESS SUBSIDY AGREEMENT THIS BUSINESS SUBSIDY AGREEMENT ("Agreement") is made this day of , 2018, by and between the Apple Valley Economic Development Authority, a public body corporate and a political subdivision of the State of Minnesota, and Village Pointe Plaza LLC, a Minnesota limited liability company ("VPP"), Zvago Cooperative at Central Village, a Minnesota cooperative ("Zvago"), and Lifestyle Communities, LLC, a Minnesota limited liability company ("Lifestyle"). WHEREAS, the City of Apple Valley owns real property legally described on Exhibit "A," attached hereto ("Property"); WHEREAS, VPP desires to acquire the Property and replat it into two lots: the first lot will be described as Lot 1, Block 1 Village Pointe Plaza ("Lot 1") and the second lot will be described as Lot 2, Block 1, Village Pointe Plaza ("Lot 2"); WHEREAS, VPP desires to construct, or cause to be constructed, buildings on the Property for senior cooperative housing (133,728 sf), buildings for retail and office use (30,000 sf), and to create new jobs in the City of Apple Valley; WHEREAS, VPP cannot acquire the Property and make the improvements economically feasible without a subsidy; WHEREAS, in accordance with this Agreement, the Apple Valley Economic Development Authority desires to subsidize the improvements, as hereinafter defined, in an amount not to exceed $1,148,639.00; and NOW, THEREFORE, in consideration of the mutual undertakings, the parties to this Agreement agree as follows: ARTICLE 1 Definitions Section 1.1. Definitions. In addition to the defined terms set forth throughout this Agreement, the following terms are defined as follows: "Act" means the Minnesota Business Subsidy Act, set forth in Minnesota Statutes Section 116J.993 — 116J.995 and any successor statute. "Benefit Date" means the date on which Recipient(s) provide written proof to the EDA of satisfying the job and wage goals and the issuance of the certificate(s) of occupancy as set forth in Section 2.5 for the Village Pointe Plaza project. Upon acceptance of the proof by the EDA, the "Benefit Date" shall be certified by the EDA in substantially the form set forth at Exhibit "B". "City" means the City of Apple Valley, a Minnesota municipal corporation. "Disbursement Date" means the date(s) of disbursement of all or a portion of the subsidy by the EDA to Recipient. "EDA" means the Apple Valley Economic Development Authority, a public body corporate and a political subdivision of the State of Minnesota. "Grant Agreement" means that certain metropolitan livable communities act grant agreement, dated on June 2, 2015, executed between the Metropolitan Council and City of Apple Valley as grant number SGO 14-110, awarding a grant in the amount of One Million One Hundred Forty -Eight Thousand Six Hundred Thirty -Nine and 00/100 Dollars ($1,148,639.00) to the City of Apple Valley, and amended by that certain first amendment of metropolitan livable communities act livable communities demonstration account grant agreement, dated March 7, 2017. "Improvements" means the following improvements to the Property: a pedestrian - friendly, integrated mix of uses with a total of 58 units of senior -owned housing (133,728 sf), and a separate retail and office use (30,000 sf). Of the 58 senior -owned housing units contemplated under this Agreement, a minimum of 12 units must be "affordable housing units." For purposes of this Agreement, an "affordable housing unit" means a unit that is affordable to households at fifty percent (50%) or less of the area median income ("AMI"). "Loan" means the funds disbursed by the EDA to VPP in relation to the acquisition of the Property in an amount not to exceed One Million One Hundred Forty - Eight Thousand Six Hundred Thirty -Nine and 00/100 Dollars ($1,148,639.00). "Note" means the promissory note in favor of the EDA and executed by VPP in substantially the form set forth in Exhibit "C." "Parties" means the EDA and the Recipients, collectively. "Purchase Agreement" means that certain purchase agreement, dated December 14, 2017, executed between Village Point Plaza LLC, a Minnesota limited liability company, and the City of Apple Valley, concerning the purchase and sale of the Property. "Recipients" means VPP, Zvago, and Lifestyle, collectively. ARTICLE 2 Business Subsidy Section 2.1. Business Subsidy Requirements. The provisions of this Article establish the requirements set forth in the Act (Minnesota Statutes Sections 116J.993 — 116J.995 and any successor statute). Section 2.2. Incorporation of the Act. Recipients acknowledge and agree that the provisions of the Act apply to this Agreement and are incorporated herein by reference. Section 2.3. Subsidy. The subsidy consists of the Loan provided to VPP. 2 Section 2.4. Public Purposes. The public purposes and goals of the subsidy are to acquire the Property and create senior cooperative housing, retail and office use, and create jobs. Section 2.5. Goals. The measurable, specific and tangible goals for the subsidy are set forth as follows (collectively referred to as "Goals"): (a) Construction. Recipients shall commence construction on all of the Improvements (i.e. housing, retail, and office buildings) no later than May 31, 2018. (b) Certificates of Occupancy. Recipients shall complete the Improvements on or before December 31, 2018 (i.e., obtain certificate(s) of occupancy for the housing, retail, and office buildings). (c) Job Creation. As a result of constructing the Improvements, Recipients collectively shall create a minimum of two hundred (200) temporary construction jobs. Upon completion of the Improvements, Recipients collectively shall create a minimum of twenty eight (28) regular full-time equivalent jobs on or before June 1, 2019. Of the twenty eight (28) regular full-time jobs contemplated under this Agreement, a minimum of twenty one (21) jobs must pay a living wage. Section 2.6. Loan Repayment. If all of the Goals set forth in Section 2.5 of this Agreement are not satisfied, VPP shall make payment to the EDA as required in Article 4 of this Agreement. Section 2.7. Necessity of Subsidy. The subsidy is needed because the Recipients cannot acquire the Property and make the Improvements economically feasible without the subsidy. Section 2.8. Commitment. In accordance with this commitment, Zvago and Lifestyle agree that until five (5) years from the Benefit Date, neither of them shall sell, transfer or otherwise convey all or part of Lot 1 or Lot 2 without obtaining the prior written consent of the EDA after a public hearing in accordance with Minnesota Statute Section 116J.994, subd. 3(e). EDA hereby consents to the transfer of Lot 1 from VPP to Zvago and the transfer of Lot 2 from VPP to Lifestyle. Notwithstanding anything else contained herein to the contrary, any further transfers shall require the prior written consent of the EDA. Section 2.9. Reporting Requirements. (a) Reporting Time Period. Recipients shall submit to the EDA information regarding the job Goals (see Grant Agreement) from the date this Agreement is signed until one of the following dates, whichever is later: (1) two years after the Benefit Date or (2) all of the Goals have been met. (b) Reporting Form. Recipients shall make reports on forms developed by the Minnesota Department of Employment and Economic Development, pursuant to Minnesota Statute Section 116J.994, subd. 7. (c) Reporting Documentation. The report must include: (1) The type, public purpose, and amount of subsidies; 3 (2) The hourly wage of each job created with separate bands of wages; (3) The sum of the hourly wages and cost of health insurance provided by the Recipient with separate bands of wages; (4) The date the job and wage goals will be reached; (5) A statement of the Goals and an update on achievement of those Goals; (6) The name and address of the parent corporation of the Recipient, if any; (7) A list of all financial assistance by all grantors for the Improvements; and (8) Any other information the EDA may request. (d) Submission Deadline and Penalty. The report must be submitted to the EDA no later than March 1 of each year for the previous year. If the report is not submitted by March 1, the EDA shall mail a warning to Recipients within one week of the required submission date. If, after 14 days of the postmark date of the warning, Recipients fail to submit the report to the EDA, Recipients must pay to the EDA a penalty of $100.00 for each subsequent day until the report is submitted. The maximum penalty shall not exceed $1,000.00. ARTICLE 3 Disbursement of Funds Section 3.1. Disbursement of Funds. So long as the Recipients are not in Default, as described in Article 7, the EDA hereby agrees to cause the City to disburse the Loan to VPP upon execution of this Agreement, and the Note in favor of the EDA, as follows: (a) First Disbursement. On the Closing Date, as defined in the Purchase Agreement, the City shall disburse to VPP the sum of Five Hundred Seventy Four Thousand Three Hundred Twenty and 00/100 Dollars ($574,320.00). (b) Second Disbursement. Upon commencement of construction of the last of the buildings contemplated by this Agreement, the City shall disburse to VPP the balance of the Loan. ARTICLE 4 Loan Terms and Conditions Section 4.1. Basic Terms. Subject to Article 5 of this Agreement, the principal amount of the Loan shall be equal to One Million One Hundred Forty -Eight Thousand Six Hundred Thirty -Nine and 00/100 Dollars ($1,148,639.00). The Loan shall bear interest at a rate of five percent (5%) per annum and interest shall commence to accrue as of the disbursement date and continue until the Loan is forgiven or paid in full. The Loan shall be evidenced by the Note, the terms of which are incorporated fully herein by reference. The performance of the Note shall be guaranteed by OneTwoOne Development, LLC, a Minnesota limited liability company ("OTO") with the guarantee being secured by an assignment of OTO's account receivable, due and owing from Zvago, pursuant to that certain Cooperative Agency Agreement, dated January 3, 2017, as amended, executed by and between Zvago and OTO, in the form and text of Exhibit "D." The Note shall also be secured by a mortgage executed by Lifestyle on Lot 2, in the form and text of Exhibit "E." Section 4.2. Repayment. If the Recipients do not commence construction on all of the Improvements before June 1, 2018, disbursements made under the Note, including principal and 4 interest, shall become immediately due and payable. Notwithstanding the foregoing, the EDA shall have the option to accelerate the outstanding principal balance, interest, and other amounts owing to the EDA upon Default. Section 4.3. Termination of Article 4 of this Agreement. If the Loan is fully forgiven pursuant to Section 5.1 of this Agreement, the provisions of Sections 4.1 and 4.2 of this Agreement shall terminate with the remainder of this Agreement remaining in full force and effect. ARTICLE 5 Loan Forgiveness Section 5.1. Loan Forgiveness. If Recipients meet the Goals of Section 2.5 and no Event of Default exists at the time such Goals are met, upon the issuance of the certificates of occupancy for all of the buildings (i.e. housing, retail, and office) to be constructed pursuant to this Agreement, the EDA shall forgive the principal amount of the Loan for funds disbursed pursuant to Section 3.1 of this Agreement and all related interest. ARTICLE 6 Additional Recipient Obligations Section 6.1. Additional Reporting Requirements. In addition to the reporting requirements set forth in Section 2.10 of this Agreement, Recipients shall provide to the EDA information for incorporation into any progress reports, as required by any state or local government political agency, to monitor implementation of this Agreement for compliance with state and local guidelines. Section 6.2. Nondiscrimination. The provisions of Minnesota Statutes Section 181.59, which relates to civil rights and discrimination, shall be considered a part of this Agreement as though fully set forth herein, and the Recipients shall comply with each such provision throughout the term of this Agreement. Section 6.3. Workers Compensation Insurance. The Recipients shall obtain and maintain workers compensation insurance as required by Minnesota Statutes Section 176.181, subd. 2. ARTICLE 7 Default Section 7.1. Events of Default. The Recipients shall be in default under this Agreement upon the happening of any one or more of the following events ("Event of Default" or "Default") : (a) Recipients fail to meet any of the Goals, as set forth in Section 2.5 of this Agreement; (b) the Recipients are in breach in any material respect, of any obligation or agreement under this Agreement, with the exception of any default under Sections 7.1(a) and (i) for which no written notice is required, and remains in breach in any material respect for sixty (60) business days after written notice thereof to the Recipients by the EDA; 5 (c) if any material covenants, warranties, or representations of the Recipients shall prove to be untrue in any material respect, provided such covenant, warranty or representation of the Recipient remains untrue in any material respect for sixty (60) business days after written notice thereof to the Recipient by the EDA; (d) the Recipients fail to pay their debts as they become due, makes an assignment for the benefit of its creditors, admits in writing its inability to pay its debts as they become due, files a petition under any chapter of the Federal Bankruptcy Code or any similar law, state of federal, now or hereafter existing, becomes "insolvent" as that term is generally defined under the Federal Bankruptcy Code, files an answer admitting insolvency or inability to pay its debts as they become due in any involuntary bankruptcy case commenced against it, or fails to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of any order for relief in such bankruptcy case, or be adjudged a bankrupt or insolvent, or has a custodian, trustee, or receiver appointed for it, or has any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, or receiver is not discharged, or such jurisdiction is not relinquished, vacated or stayed within sixty (60) days of the appointment; (e) a final judgment is entered against the Recipients that the EDA reasonably deems will have a material, adverse impact on the Recipients' ability to comply with the Recipients' obligations under this Agreement; (0 the Recipients fail to maintain its existence in good standing in the State of Minnesota with the Minnesota Secretary of State; (g) Recipients fail to submit to the EDA a completed report as required by Section 2.9 in this Agreement; (h) the Recipients sell, transfer, assign, lease or otherwise dispose all or a portion of Lot 1 or Lot 2 in violation of Section 2.8 of this Agreement; (i) any Recipient merges or consolidates with any other entity without the prior written approval of the EDA; or (j) there is a loss, theft, substantial damages, or destruction of all or any part of the Improvements that is not remedied to the EDA's satisfaction within sixty (60) business days after written notice thereof by the EDA to the Recipients. Section 7.2. Rights and Remedies Upon Default. (a) In the event of default, the EDA shall have the right, at its option, and without demand or notice, which is hereby waived by Recipients, to declare all or any part of the Loan, less any principal and interest forgiven in accordance with Article 5 of this Agreement, immediately due and payable in full. (b) Notwithstanding this section, the EDA shall have all rights and remedies available to it under any other provision of this Agreement or the Act. g3 (c) The Recipients agrees to pay the costs and expenses incurred by the EDA in enforcing its rights under this Agreement, including, but not limited to, the EDA's attorneys' fees. Section 7.3. Waiver. The failure or delay of the EDA to take any action or assert any right or remedy, or the partial exercise by the EDA of any right or remedy shall not be deemed to be a waiver of such action, right or remedy if the circumstances creating such action, right or remedy continue or repeat. ARTICLE 8 Recipients' Acknowledgments, Representations and Warranties Section 8.1. Acknowledgements. The Recipients hereby acknowledge that: (a) Nothing contained in this Agreement, nor any act of the EDA, shall be deemed or construed to create between the EDA and the Recipients any relationship (except as borrower and lender), including, but not limited to, that of principal and agent, limited or general partnership or joint venture. (b) There are no other beneficiaries to this subsidy other than Recipients. Section 8.2. Representations and Warranties. The Recipients hereby represent and warrant that: (a) Recipients do not appear on the Minnesota Department of Employment and Economic Development's list of recipients that have failed to meet the terms of a business subsidy agreement. (b) Recipients have reviewed this Agreement with an attorney, accountant, financial advisor or other appropriate professional and fully understands the legal and tax implications of this Agreement. (c) To the best of each Recipient's knowledge, no member, officer, or employee of the EDA, or its officers, employees, designees, or agents, who exercises or has exercised any functions or responsibilities with respect to the Improvements during his or her tenure shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Improvements or in any activity, or benefit there from, which is part of the Improvements. (d) The Improvements shall be constructed as promised to the City and the EDA. (e) To the best of each Recipient's knowledge, it has obtained or will obtain all federal, state, and local government approvals, reviews and permits required by law to be obtained in connection with the Improvements and has undertaken and completed all actions necessary for it to lawfully execute this Agreement. (f) To the best of each Recipient's knowledge, it has fully complied with all applicable local, state and federal laws pertaining to its business and will continue such compliance throughout the term of this Agreement. If at any time notice of noncompliance is received by the Recipient, the Recipient agrees to take any reasonable action necessary to comply with the local, 7 state or federal law in question. ARTICLE 9 Miscellaneous Provisions Section 9.1. Release and Indemnification Covenants. Recipients agree to protect and defend the EDA and its officers, employees, designees and agents, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action, or other proceeding whatsoever, other than intentional acts, by any person or entity, arising or purportedly arising from the Improvements or related to the Property. Section 9.2. Immunity. Nothing in this Agreement shall be construed as a waiver of the EDA of any immunities, defenses or other limitations on liability to which the EDA is entitled by law. Section 9.3. Modifications. This Agreement may be modified solely through written amendments hereto executed by the Recipients and the EDA. Section 9.4. Notices and Demands. Any notice, demand or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by U.S. Mail or delivered personally to: (a) as to the EDA: with a copy to: (b) as to the Recipients: Apple Valley Municipal Center 7100 147th St. W. Apple Valley, Minnesota 55124 Attn: Thomas Lawell, Executive Director Dougherty, Molenda, Solfest, Hills & Bauer, P.A. 14985 Glazier Avenue, Suite 525 Apple Valley, Minnesota 55124 Attn: Michael G. Dougherty Village Pointe Plaza, LLC 1301 American Blvd. E., Suite 200 Bloomington, MN 55425 Attn: Timothy F. Nichols Zvago Cooperative at Central Village 3530 Lexington Avenue N., #100 Shoreview, MN 55126 Attn: Lifestyle Communities, LLC 6597 Harbor Beach NE Prior Lake, MN 55372 Attn: 8 with a copy to: Gray, Plant, Mooty, Mooty & Bennett, P.A. 500 IDS Center 80 S. 8th St. Minneapolis, MN 55402 Attn: Catherine L. Sjoberg or at such other address with respect to any party as that party may, from time to time, designate in writing and forward to the other party as provided in this section. Section 9.5. Binding Effect. The covenants and agreements in this Agreement shall bind and benefit the heirs, executors, administrators, successors and assigns of the Parties. Section 9.6. Merger. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 9.7. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to its conflict of laws provisions. Any disputes, controversies or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. Section 9.8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 9.9. Headings. The Parties agree the headings and sub -headings used in this Agreement are solely for convenience of reference, are no part of this Agreement, and are not be considered in construing or interpreting this Agreement. Section 9.10. Entire Agreement. This Agreement, with the exhibits hereto, constitutes the entire agreement between the Parties pertaining to its subject matter and it supersedes all prior contemporaneous agreements, representations and understandings of the Parties pertaining to the subject matter of this Agreement. Section 9.11. Separability. Wherever possible, each provision of this Agreement and each related document shall be interpreted so that it is valid under applicable law. If any provision of this Agreement or any related document is to any extent found invalid by a court or other government entity of competent jurisdiction, that provision shall be ineffective only to the extent of such invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement or any other related document. [The rest of the page intentionally left blank. Signature page follows.] 9 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed. Apple Valley Economic Development Authority, a public body corporate and a political subdivision of the State of Minnesota By: Tom Goodwin Its: President By: Pamela J. Gackstetter Its: Secretary Village Pointe Plaza LLC, a Minnesota limited liability company By: Timothy F. Nichols Its: Chief Manager Zvago Cooperative at Central Village, a Minnesota cooperative By: Its: Lifestyle Communities, LLC, a Minnesota limited liability company By: Its: 10 APRPOVAL OF TERMS AND CONDITIONS HEREIN BY: City of Apple Valley By: Mary Hamann -Roland Its: Mayor By: Pamela J. Gackstetter Its: Clerk VILLAGE POINTE PLAZA/ ZVAGO APPLE VALLEY VILLAGE POINTE PLAZA/ ZVAGO APPLE VALLEY LOCATION MAP D fee IL, Al .Fc StJ z J ,,,, L1.., Q 8 '1111111111 MSS .1100.iiir Arm MMIIIM. m0.. 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January 25, 2018 Regular Agenda Description: Adopt Resolution Approving 2018 Board Officers Staff Contact: Joan Murphy, Department Assistant Department / Division: Community Development Department ACTION REQUESTED: Motion adopting the resolution appointing 2018 officers of the Economic Development Authority. SUMMARY: The resolution organizing the Economic Development Authority provides that the offices of President, Treasurer, and Secretary be elected annually. The appointments remain in effect until the Board elects new officers. At the meeting of the Economic Development Authority held January 26, 2017, the following officers were appointed: President Thomas Goodwin Vice -President Thomas Melander Secretary Pamela J. Gackstetter Treasurer Clint Hooppaw Assistant Treasurer Pamela J. Gackstetter A draft resolution is attached, with blanks to be completed, that can be adopted to appoint the 2018 officers. BACKGROUND: N/A BUDGET IMPACT: N/A ATTACHMENTS: Resolution APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. EDA -18- A RESOLUTION APPOINTING 2018 OFFICERS FOR THE APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY WHEREAS, the Board of the Commissioners of the Apple Valley Economic Development Authority has heretofore adopted Resolution No. EDA -90-1 which provided for initial organization of the Board and adoption of Bylaws; and WHEREAS, said Resolution specifies that the offices of President, Treasurer, and Secretary shall be elected annually, as required by law; and. WHEREAS, said officers were appointed on January 25, 2018; and NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Apple Valley Economic Development Authority that it hereby appoints and approves the following officers of the EDA for 2018: President Vice -President Secretary Treasurer Assistant Treasurer ADOPTED this 25th day of January, 2018. ATTEST: Pamela J. Gackstetter, Secretary Pamela J. Gackstetter Pamela J. Gackstetter , President Apple„ ITEM: EDA MEETING DATE: SECTION: 4.B. January 25, 2018 Regular Agenda Description: Approve 2018 Meeting Calendar Staff Contact: Joan Murphy, Department Assistant ACTION REQUESTED: Motion to approve the 2018 meeting calendar. Department / Division: Community Development Department SUMMARY: Meetings are held on the fourth Thursday of every other month at 6:00 p.m. at the Apple Valley Municipal Center, 7100 - 147th Street West. Thursday, January 25, 2018 (previously approved) Thursday, March 22, 2018 Thursday, May 24, 2018 Thursday, July 26, 2018 Thursday, September 27, 2018 Thursday, December 27, 2018 Thursday, January 24, 2019 BACKGROUND: N/A BUDGET IMPACT: N/A Apple„ ITEM: EDA MEETING DATE: SECTION: 4.C. January 25, 2018 Regular Agenda Description: Adopt Resolution Approving 2018 EDA Budget Staff Contact: Ron Hedberg, Finance Director ACTION REQUESTED: Adopt Resolution Approving 2018 EDA Budget Department / Division: Finance Department SUMMARY: The proposed 2018 budget, approved by the City Council in their annual budget, includes the Economic Development Operations Fund. The proposed budget includes the anticipated activities in 2018. If the need arises to address development opportunities, such as Business Retention, Expansion and Attraction (BREA) activities, future action would be requested to address the need. Enclosed are the pages from the budget document that relate to this fund and its use by the EDA. BACKGROUND: Possible activity areas in 2018 include: • Plan for a June 2018, Nordic trade business development mission. • Continue as a member of GREATER MSP, the regional economic development organization with national and global contacts for local business development. • Continue the "Open to Business" small business development service with the Dakota County CDA and Metropolitan Consortium of Community Developers. • Begin the master planning of the Mixed Business Campus (MBC) with the identified developer, Rockport LLC. • Facilitate repositioning and improvement of properties within the quadrants of CR42 and Cedar Avenue. • Manage City/EDA owned property until development. With a fully occupied and updated old City Hall in 2018, a portion of lease revenues will be applied as a management fee to benefit EDA business development initiatives. The Projected 2018 year end fund balance is $113,505. BUDGET IMPACT: ATTACHMENTS: Budget Resolution COMPANY DEPARTMENT BUSINESS UNIT ACTIVITY 1000 93 3210 EDA Operations Fund DESCRIPTION OF ACTIVITY The EDA Operations fund was created many years ago and focused on the activities related to the Valley Business Park development, including a revolving loan program and the development and sale of commercial lots. That activity was completed and the EDA Operations fund assists the EDA in supporting business development opportunities as they arise. MAJOR OBJECTIVES FOR 2018 and 2019 • Plan for a June 2018, Nordic trade/business development mission. • Continue as a member of GREATER MSP, the regional economic development organization with national and global contacts for local business development. • Continue the "Open to Business" small business development service with the Dakota County CDA and Metropolitan Consortium of Community Developers. • Begin the master planning of the Mixed Business Campus (MBC) with the identified developer, Rockport LLC. • Facilitate repositioning and improvement of properties within the quadrants of CR42 and Cedar Avenue. • Manage City/EDA owned property until development. • With a fully occupied and updated old City Hall in 2017, apply a portion of lease revenues toward EDA business development initiatives. IMPACT MEASURES / PERFORMANCE INDICATORS Item Jobs added (perm. and const.) Open to Bus./AV Clients Served Actual Actual Actual Projected Projected Projected 2014 2015 2016 2017 2018 2019 x 400 400 400 500 500 x 22 16 25 25 25 2018 CAPITAL OUTLAY: None Summary Budget Department 93 EDA Operations Fund 2014 2015 2016 2016 2017 2018 2019 Actual Actual Actual Adopted Adopted Proposed Proposed Revenue: County Grant - - 83,396 - - - - Redistribution of TIF 334,465 11 - - - - - Building Mgmt Fee - - - - - 50,000 50,000 Investment Earnings 24,888 16,734 15,301 2,100 1,860 1,500 1,500 359,353 16,745 98,697 2,100 1,860 51,500 51,500 Expenditures: Salaries & Wages 110 560 631 - - - - Contractual Serv. 7,500 32,320 24,500 16,400 7,500 7,500 7,500 Training/Travel/Dues 11,388 10,592 10,175 30,100 30,450 31,250 12,650 Consultant Services/Other 794 - 800,000 - - - - Capital outlay - - 352,415 - - - - Total Expenditure 19,792 43,472 1,187,721 46,500 37,950 38,750 20,150 Fund Balance Beginning 913,035 1,252,596 1,225,869 1,225,869 136,845 100,755 113,505 Ending 1,252,596 1,225,869 136,845 1,181,469 100,755 113,505 144,855 2018 CAPITAL OUTLAY: None CITY OF APPLE VALLEY 2018 BUDGET ACCOUNT DETAIL DEPT 93: EDA OPERATIONS FUND -3212 COMPANY 3210: EDA OPERATIONS ACC'T DESCRIPTION 2015 COUNCIL ADOPTED 2016 COUNCIL ADOPTED 2017 COUNCIL ADOPTED 2017 YEAR END PROJECTED 2018 DEPT PROP 2018 ADMIN RECOMMEND 2019 DEPT PROP 2019 ADMIN RECOMMEND 6235 CONSULTANT SERVICES Miscellaneous - MCCD Ordinance/MB Campus Downtown Plan (CDA Match) Financial Advisor fees Total 7,500 40,000 7,500 7,500 7,500 7,500 7,500 7,500 7,500 47,500 7,500 7,500 7,500 7,500 7,500 7,500 7,500 6249 OTHER CONTRACTUAL SERVICES Share of Broadband Access Study Forgivable Loan - UPONOR Total- 8,900 8,900 - - - - - - 6276 SCHOOL/CONF/EXP - OTHER Economic Development-UPONOR Nordic Business Development Trade Mission (3 @ 5500) Total 16,500 16,500 16,500- 16,500 16,500 - - 16,500 16,500 16,500- 16,500 16,500 - - 6278 SUBSISTANCE ALLOWANCE Economic Development-UPONOR Nordic Business Development Trade Mission (3 for 7 days @ $100) Total 2,100 2,100 2,100- 2,100 2,100 - - 2,100 2,100 2,100- 2,100 2,100 - - 6280 DUES & SUBSCRIPTIONS Membership in local chapters of nordic Chambers of Commerce Greater MSP Sister City Total 10,000 1,500 10,000 1,500 10,350 1,500 10,350 800 1,500 10,350 800 1,500 10,350 800 1,500 10,350 800 1,500 10,350 800 10,000 11,500 11,850 12,650 12,650 12,650 12,650 12,650 6740 Capital Outlay Central Village Parking Lot Total - - - - - - - - Total Net of Personnel TOTAL EXPENSES 76,100 $ 76,100 46,500 $ 46,500 37,950 $ 37,950 20,150 $ 20,150 38,750 $ 38,750 38,750 $ 38,750 20,150 $ 20,150 20,150 $ 20,150 CITY OF APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. EDA 18 - RESOLUTION APPROVING 2018 PROPOSED BUDGET WHEREAS, the Apple Valley Economic Development Authority has reviewed the proposed 2018 operating budget set forth in this resolution; and WHEREAS, the Economic Development Authority desires to adopt an operating budget for management purposes; and NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Apple Valley Economic Development Authority, Minnesota, that revenue and expenditure budgets for 2018 shall be as included below in this resolution and as supported by the detailed document, as revised. Revenues: Building Management Fee Investment Earnings 2018 $ 50,000 $1,500 $51,500 Expenditures: Consultant Services $7,500 Schools/Conferences/Exp $16,500 Subsistence Allowance $2,100 Dues & Subscriptions $12,650 Total Expenditures $38,750 ADOPTED this 25th day of January, 2018, by the Apple Valley Economic Development Authority Board of Commissioners. Thomas Goodwin, President ATTEST: Pamela J. Gackstetter, Secretary 2018 BUDGET - MAJOR OBJECTIVES Membership in GREATER MSP, Regional Chambers of Commerce "Open to Business" small business development Plan for a June 2018, Nordic trade/business development mission. Begin master planning Mixed Business Campus Facilitate repositioning of properties CR42 & Cedar Ave. Manage City/EDA owned property until development. Manage updated old City Hall 1/25/2018 1 2018 BUDGET - EDA OPERATIONS FUND Memberships/Consulting Services "Open to Business" $ 7,500 Greater MSP 10,350 Sister City 800 Local Nordic Chambers 1,500 Uponor Nordic Business Development 18,600 $ 38,500 ACTION REQUESTED Resolution Adopting 2018 Proposed Budget Revenues: Buildin• M•mt Fe Investment Earnin •s Expenditures: Consultant Services Schools/Conferences Subsistence Allowance Dues & Subscriptions otal Expe 1 201 $50,000 1,500 $51,500 7,500 16,500 2,100 12, 650 $ 38,750 1/25/2018 2 Apple„ ITEM: EDA MEETING DATE: SECTION: 4.D. January 25, 2018 Regular Agenda Description: "Open to Business" Program Staff Contact: Joan Murphy, Department Assistant Department / Division: Community Development Department ACTION REQUESTED: Approve the Joint Powers Agreement with Dakota County CDA and various participating communities to participate in the "Open to Business" program. SUMMARY: Attached for your consideration is a Joint Powers Agreement with the Dakota County Community Development Agency (CDA) for the "Open to Business" program in Dakota County. The program is offered through the Metropolitan Consortium of Community Developers (MCCD), and helps small businesses and entrepreneurs that need individual advice and counseling, and access to capital in support of partnerships with local commercial banking resources. Small businesses and entrepreneurs generate a significant number of jobs and income, but are often unable to obtain traditional funding because they are considered too risky by many lending institutions. The technical assistance and financing network offered by MCCD can make a difference in creating a successful business. The "Open to Business" program supports on-site business services specialist Laurie Crow who is available for one-on-one consultations at regular office hours one day every month. Ms. Crow provides expertise in start-up financing and business plan development, as well as meeting with businesses at other locations at their convenience. In addition to Apple Valley, the participating communities include Burnsville, Eagan, Farmington, Hastings, Inver Grove Heights, Lakeville, Mendota Heights, Rosemount, South St. Paul, West St. Paul, and small cities and townships in the County. Open to Business Coordinator Laurie Crow has been invited to attend and present an update on the program in Apple Valley. Attached is the 3rd quarter 2017 update of activity, the most recent shared with staff. BACKGROUND: N/A BUDGET IMPACT: The CDA will continue to administer the program and fund half of MCCD's $150,000 fee; participating cities fund the other half of the fee. Apple Valley's cost to participate in this program for 2018 is $8,300, which represents 50% of the total cost for the City's participation of $16,559. The funds have been allocated in the EDA's 2018 budget. ATTACHMENTS: Background Material Agreement Agreement Clients Served: Pre -Start Planning Start-up Existing Business- Opportunity Existing Business- Challenged Total Clients: Financing: Approved: Number Amount Leveraged Program Hours: 1St QTR - 2nd QTR - 3rd QTR - 4th QTR - Total Contract: Dakota County 09.30.2017 Open to Business 3137 Chicago Ave Minneapolis, MN 55407 612-789-7337 Industry Segment: 32 Retail 14 Service 20 Food 20 Health/Fitness Manufacturing 86 Construction/Real Estate Technology Unknown 6 $115,980 $1,953,196 275.00 199.00 221.75 715.75 Referral Source: Municipality Other Entrepreneur Bank Referral Family/Friend Other City: Apple Valley Burnsville Eagan Farmington Hastings Inver Grove Heights Lakeville Mendota Heights Rosemount S. St. Paul W. St. Paul 6 40 23 1 6 4 2 4 53 1 10 5 17 Bus. Res. 5 6 14 11 6 6 8 10 8 7 8 8 12 11 3 3 5 3 3 3 5 3 JOINT POWERS AGREEMENT Open to Business Program THIS JOINT POWERS AGREEMENT (this "Agreement"), is made as of January 1, 2018, by and between the DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY (the "CDA"), a public body corporate and politic organized and existing under the laws of the State of Minnesota (the "State"), and each of the CITY OF BURNSVILLE, CITY OF LAKEVILLE, CITY OF MENDOTA HEIGHTS, INVER GROVE HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY, EAGAN ECONOMIC DEVELOPMENT AUTHORITY, HASTINGS ECONOMIC DEVELOPMENT AND REDEVELOPMENT AUTHORITY, ROSEMOUNT PORT AUTHORITY, FARMINGTON ECONOMIC DEVELOPMENT AUTHORITY, SOUTH ST. PAUL ECONOMIC DEVELOPMENT AUTHORITY, AND WEST ST. PAUL ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA (each individually a "Local Government Entity" and together the "Local Government Entities"), each a political subdivision of the State. RECITALS: A. In order to pursue common goals of fostering economic development, the CDA and the Local Government Entity Cities desire to engage the Metropolitan Consortium of Community Developers, a Minnesota non-profit corporation ("MCCD") to undertake the "Open To Business Program" (the "Program") within Dakota County (the "County"). B. Pursuant to the Program, MCCD will provide technical assistance and access to capital to small business and potential entrepreneurs in the County. C. The CDA and the Local Government Entities propose to jointly exercise their common economic development powers to undertake the Program. NOW, THEREFORE, in consideration of the mutual covenants and obligations of the CDA and each of the Local Government Entities, each party does hereby represent, covenant and agree with the others as follows: Section 1. Representations. Each of the Local Government Entities and the CDA makes the following representations as to itself as the basis for the undertaking on its part herein contained: (a) It is a political subdivision of the State of Minnesota with the power to enter into this Agreement and carry out its obligations hereunder. Joint Powers Agreement (b) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which it is now a party or by which it is bound, or constitutes an event of default under any of the foregoing. Section 2. Powers to be Exercised. The powers to be jointly exercised pursuant to this Agreement are the powers of the CDA and the Local Government Entities under Minnesota Statutes, Chapter 469, to undertake activities to promote economic development within their respective jurisdictions. Section 3. Method for Exercising Common Powers; Funds. The CDA, on its own behalf and on behalf of the Local Government Entities, will initially enter into an agreement with MCCD in substantially the form attached hereto as Exhibit A (the "Agreement") to engage MCCD to operate the Program within Dakota County. The CDA and each of the Local Government Entities will make payments to MCCD as described in Exhibit A of the Agreement. The CDA may from time to time execute and deliver documents amending, modifying or extending the Agreement as it deems necessary or convenient, provided, that no such document will adversely affect services provided to, or amounts payable by, any Local Government Entity without the prior written consent of such Local Government Entity. Section 4. Limited Liability. Neither the CDA nor the any of the Local Government Entities shall be liable for the acts or omissions of the other in connection with the activities to be undertaken pursuant to this Agreement. To the extent permitted by law, (a) the CDA hereby indemnifies the Local Government Entities for costs associated with claims made against the Local Government Entities directly relating to actions taken by the CDA, and (b) each Local Government Entity hereby indemnifies the CDA for costs associated with claims made against the CDA directly relating to actions taken by such Local Government Entity. Nothing herein shall be deemed a waiver by the indemnifying party of the limits on liability set forth in Minnesota Statutes, Chapter 466; and the indemnifying party shall not be required to pay, on behalf of the indemnified party, any amounts in excess of the limits on liability set forth in Minnesota Statutes, Section 466.04, less any amounts the indemnifying party is required to pay on behalf of itself, its officers, agents and employees for claims arising out of the same occurrence. Section 5. Conflict of Interests; Representatives Not Individually Liable. The CDA and each of the Local Government Entities, to the best of its knowledge, represents and agrees that no member, official or employee of their respective bodies shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is directly or indirectly interested. No member, official or employee of the CDA or any Local Government Entity shall be personally liable with respect to any default or breach by any of them or for any amount which may become due to the other party or successor or on any obligations under the terms of this Agreement. 2 Joint Powers Agreement Section 6. Term; Distribution of Property. The term of this Agreement shall commence on January 1, 2018 and shall automatically renew January 1, 2019 and January 1, 2020, ending December 31, 2020. Local Government Entities may, at their sole discretion and without cause, cancel any remaining years covered under this agreement by providing written notice to the other Parties at least 30 days prior to renewal. Each Party to this agreement agrees that a Party that opts out of the contract under these terms shall be subject to no penalty, and held harmless for future liability or obligation related to the terms of this agreement. The remaining Parties will continue on with the agreement unless it is determined to no longer be viable for the remaining Parties. There is no property which will be acquired by the CDA or any Local Government Entity pursuant to the Program which would need to be distributed at the end of the term hereof. Section 7. Notices and Demands. A notice, demand or other communication under this Agreement by any party to another shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested or delivered personally to the person and at the addresses identified on each signature page hereto, or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. Section 8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. [Remainder of page intentionally left blank] 3 Joint Powers Agreement IN WITNESS WHEREOF, the CDA and the Local Government Entities have caused this Agreement to be duly executed in their respective names and behalf as of the date first above written, with actual execution on the dates set forth below. DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY Dated: December 13, 2017 By: Its Executive Director Notice Address: Dakota County Community Development Agency 1228 Town Centre Drive Eagan, MN 55123 Attn: Lisa Alfson, Director of Community and Economic Development S-1 Joint Powers Agreement Dated: Notice Address: 7100 147th Street W. Apple Valley, MN 55124 Attn: APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY By Its By Its S-6 Joint Powers Agreement Exhibit A Contract for Services for the Open To Business Program A-1 Joint Powers Agreement Contract for Services for the Open to Business Program THIS AGREEMENT is dated December 13, 2017, and is between the Dakota County Community Development Agency ("CDA") and Metropolitan Consortium of Community Developers, a Minnesota nonprofit corporation ("MCCD"). WHEREAS, the CDA, on behalf of itself and the eleven political subdivisions of the State of Minnesota listed on Exhibit A hereto (the "Local Government Entities"), which each have powers with respect to a city with a population over 10,000 (collectively the "Municipalities"), wishes to engage MCCD to render services under a model known as `open to Business," an initiative providing srnall business technical assistance services to existing businesses and residents and other parties interested in opening a business within. Dakota County (the "County") (the "Initiative"); and WHEREAS, MCCD has successfully provided the services required to administer and carry out the Initiative in Dakota County since 2013; and WHEREAS, pursuant to CDA Resolution No, 17-5945, adopted on December 12, 2017 (the "Resolution"), the CDA is authorized to enter into this agreement with MCCD for the Initiative; and WHEREAS, pursuant to the Resolution and certain joint powers agreements to be entered into between the CDA and the Local Government Entities (the "Joint Powers Agreements"), the CDA will act as fiscal agent for the Local Government Entities in connection with this Agreement; and WHEREAS, the CDA will pay from its own funds 50% of the fee charged by MCCD for the Initiative in the Municipalities and 100% of the fee charged by MCCD for the Initiative in the small cities and townships within the County with populations of less than 10,000 people (`Small Cities and Townships"), as further described herein and in Exhibit A; and WHEREAS, pursuant to the Joint Powers Agreements, the Local Goverment Entities will be required to pay a Participation Fee to the CDA in accordance with the schedule in Exhibit A, representing the remaining 50% of the fee charged by MCCD for the Initiative in the Municipalities. Now therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 111ag TIME OF PERFORMANCE The service to be provided by MCCD shall commence on January 1, 2018 and unless canceled by either party, shall automatically renew January 1, 2019 and January 1, 2020. Either party may, at their sole discretion and without cause, cancel any remaining years covered under this agreement by providing written notice to the other party at least 30 days prior to renewal Bach Party agrees that a Party that opts out of the contract under these terms shall be subject to no penalty, and held harmless for future liability or obligation related to the terns of this agreement. All services, documents, and information to be furnished or performed by MCCD in order to carry out the Initiative shall be furnished or performed as promptly as possible, and with the fullest due diligence. COMPENSATION Subject to reduction as provided below, the CDA will compensate MCCD for its services hereunder an amount equal to One Hundred Fifty Thousand Dollars ($150,000) annually ("Contract Amount") to operate the Initiative for the 2018, 2019, and 2020 calendar years, The CDA will pay such amount in two equal installments, the first no earlier than January 30 and the second no earlier than June 30, upon receipt of invoices from MCCD. Subject to the limits above, payments will be due within 15 days of receipt of the respective invoices. The portion of the Contract Amount payable from Participation Fees will be payable by the CDA only from and to the extent such Participation Fees are paid by the respective Local Government Entities. Unless the agreement is cancel by either party, CDA agrees to compensate MCCD the above Contract Amount, and deliver payment on as detailed above in each subsequent calendar year the contract is renewed. In the event a Local Government Entity does not pay to the CDA its Participation Fee in amounts and by the deadline described in Exhibit A, the CDA will notify MCCD, and MCCD will immediately cease the Initiative in that Municipality. Upon such termination, the Contract Amount will be reduced by an amount equal to the Participation Fee which such Local Government Entity did not pay and the amount the CDA would have paid as a matching payment. SCOPE OF SERVICES MCCD will provide technical assistance to existing businesses, residents and those parties interested in starting a business in any of the Municipalities and Small Cities and Townships as further described on Exhibit B and Exhibit C attached hereto, which sets forth the Dakota Open to Business Program Scope of Services, 1Pagc REPORTING MCCD will submit quarterly reports to the CDA in form and substance acceptable to the CDA. Reports will provide information in the aggregate for the County and will include a subreport for each Municipality and each of the Small Cities and Townships. Reports will include the following information: Number of inquiries • Hours of technical assistance provided >. Type of assistance provided • Type of business • Annual sales revenue • Number of businesses opened ➢ Number of business expanded/stabilized ➢ Number and amounts of financing packages Demographic information on entrepreneurs • Business address or resident address Number and wage of FTEs created • Number and wage of FTEs retained The required reporting schedule is as follows: Pt quarter January — March, report due April 30th rd quarter April — June, report due July 31t 3rd quarter July — September, report due October 31st 4th quarter October --- December, report due January 3 Pt of following year In addition to the foregoing, MCCD will provide additional reports as reasonably requested by the CDA. PERSONNEL MCCD represents that it has, or will employ or contract for, at its own expense, all personnelrequiredperform to the services necessary to carry out the Initiative. Such personnelemployees will not be em to ees of, or have any contractual relationship with, the County, the CDA or any of the Local Government Entities, No tenure or any other rights or benefits, including worker's compensation, unemployment insurance, medical care, sick leave, vacation pay, severance pay, or any other benefits available to the County's, the CDA's or any of the Local Government Entities' employees shall accrue to MCCD or employees of MCCD performing services under this agreement. The MCCD is an independent contractor. All of the services required to carry out the Initiative will be performed by MCCD and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under State and local law to perform such work. USE OF CDA OFFICE SPACE The CDA will make available a cubicle space for MCCD personnel at the CDA office building for use by MCCD in carrying out the Initiative. MCCD personnel will have access to the CDA's meeting rooms, wireless internet service, copy machines and printers. MCCD personnel shall comply with all CDA office rules and policies regarding the use of CDA office space, equipment and internet access. If the CDA, in its sole discretion, determines that MCCD Personnel have failed to comply with CDA office rules and policies, MCCD Personnel will be required to vacate the CDA office and the CDA will cease to provide MCCD office space to carry out the Initiative. INTEREST OF MEMBERS 01? THE CDA AND OTHERS No officer, member, or employee of the CDA and no member of its governing body, and no other public official or governing body of any locality in which the Initiative is situated or being carried out, who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of the Initiative, will participate in the decision relating to this Agreement which affects his/her personal interest or the interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested or has any personal or pecuniary interest, direct or indirect, in this Agreement, ASSICNABILTY MCCD will not assign any interest in this Agreement, and will not transfer any interest in the same without the prior written approval of the CDA. COMPLIANCE WITH LOCAL LAWS MCCD agrees to comply with all federal laws, statutes and applicable regulations of the State of Minnesota and the ordinances of the Local Government Entities. 4W age INSURANCE MCCD agrees at all times during the terra of this Agreement, and beyond such termwhen so required, to have and keep in force the following insurance coverages: Limits 1. Commercial General Liability on an occurrence basis with contractual liability coverage: General Aggregate $2,000,000 Products Completed Operations Aggregate 2,000,000 Personal and Advertising Injury 1,500,000 Each Occurrence Combined Bodily Injury and Property Damage 1,500,000 2. Workers' Compensation and Employer's Liability: Workers' Compensation In the event that MCCD should hire employees or subcontract this work, MCCD shall obtain the required insurance. Statutory Employer's Liability. Bodily injury by: Accident Each Accident 500,000 Disease Policy Limit 500,000 Disease Each Employee 500,000 INDEMNIFICATION MCCD agrees to defend, indemnify, and hold harmless the County, the CDA, the Local Government Entities, and each of their respective officials, officers, agents, volunteers and employees from any liability, claims, causes of action, judgments, damages, losses, costs, or expenses, including reasonable attorney's fees, resulting directly or indirectly from any act or omission of MCCD, its subcontractors, anyone directly or indirectly employed by MCCD or any of its subcontractors, and/or anyone for whose acts and/or omissions MCCD may be liable in the performance of the services required by this Agreement, and against all loss by reason of the failure of MCCD to perform any obligation under this Agreement. NOTICES A notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by mail, postage prepaid, return receipt requested, or delivered personally; and 51 (a) In the case of MCCD, is addressed or delivered personally to: Lee Hall, Associate Director Metropolitan Consortium of Community Developers 3137 Chicago Avenue South Minneapolis, MN 55407 (b) In the case of the CDA is addressed or delivered personally to: Lisa Alfson, Director of Community and Economic Development Dakota County Community Development Agency 1228 Town Centre Dr. Eagan, MN 55123 or at such other address with respect to any party as that party may designate in writing and forward to the other as provide in the Section. MODIFICATION This Agreement may not be modified, changed, or amended in any manner whatsoever without the prior written approval of all the parties hereto. NON-DISCRIMINATION In connection with its activities under this Agreement, MCCD will not violate any Federal or State laws against discrimination. DEFAULT AND CANCELLATION Failure of the MCCD to perform any of its obligations under this Agreement to the satisfaction of the CDA will constitute a default hereunder. Unless MCCD's default is cured within 15 days following notice by the CDA, the CDA may (i) cancel this Agreement in its entirety by 5 additional days' written notice to MCCD, or (ii) withhold payment from MCCD as long as such default continues, MINNESOTA LAWS GOVERN The Laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations between the parties and their performance. The appropriate venue and jurisdiction for any litigation will be those courts located within the County, Litigation, however, in the federal courts involving the parties will be in the appropriate federal court within the State of Minnesota. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not be affected. 61 g DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY By: Executive factor Date: December 13, 2017 MCCD By: Printed Name: Printed Title: , Date: 7 1Page Exhibit A Local Government entity Participation 2018, 2019 & 2020 Fee Schedule Municipality Local Government Entity Total Fee CDA Share of Fee Local Government Entity Participation Eagan Eagan Economic Development Authority $16,559 $8,299 $8,300 Burnsville City of Burnsville $16,559 $8,299 $8,300 Lakeville City of Lakeville $16,559 $8,299 $8,300 Apple Valley Apple Valley Economic Development Authority $16,559 $8,299 $ Inver Grove Heights Inver Grove Heights Economic Development Authority $13,868 $6,934 $6,934 Hastings Hastings Economic Development and Redevelopment Authority $11,026 $5,513 $5,513 Rosemount Rosemount Port Authority $11,026 $5,513 $5,513 Farmington Farmington Economic Development Authority $11,026 $5,513 $5,513 South St. Paul South St, Paul Housing and Redevelopment Authority $11,026 $5,513 $5,513 West St, Paul West St. Paul Economic Development Authority $11,026 $5,513 $5,513 Mendota Heights City of Mendota Heights $5,510 $2,755 $2,755 Small Cities and Townships ala $9,096 $9,096 $0 Total $150,000 $79,546 $70,454 81 I) Exhibit B Dakota Open to Business Program Scope of Services Open to Business ("OTB") Technical Assistance Services MCCD will provide intensive one-on-one technical assistance to Municipalities' and Small Cities' and Townships' businesses, residents and aspiring entrepreneurs intending to establish, purchase, or improve a business in Municipalities and Small Cities and Townships within Dakota County (the "County") MCCD will dedicate one full tin ie staff person based in the County to provide the Technical Assistance Services ("Dakota OTB Staff'), In addition, MCCD will make available the expertise of all MCCD technical and support staff in the delivery of services to Dakota Open to Business Program. Technical assistance includes, but is not limited to, the following: • Business plan development Feasibility analysis ➢ Marketing ➢ Cash flow and other financial projection development • Operational analysis • City and State licensing and regulatory assistance • Loan packaging, and other assistance in obtaining financing • Help in obtaining competent legal advice MCCD Dakota OTB Staff will be available to meet clients at the CDA office building, various Municipality cityhalls or at the client's place of business. MCCD Dakota OTB Staff will P y provide technical assistance on a walk-in basis monthly in each. Municipality, if requested. MCCD will also hold two-hour "Test Drive Your Business Idea" sessions once a month in various Municipality locations, Open to Business Access to Capital Access to capital will be provided to qualifying businesses through MCCD's Emerging Small Business Loan Program (see Exhibit C Small Business Loan Program Guidelines below). MCCD alsoP rovides it's financing in partnershipwith other community lenders, banks or Local Government Entities interested in making capital available to residents and/or businesses in their community. 91 I a g e EXHIBIT C Small Business Loan Program Guidelines Loan Amounts: • Up to $25,000 for start-up businesses • Larger financing packages for established businesses • Designed to leverage other financing programs as well as private financing provided by the commercial banking community. I ligible Prf Lects: • Borrowers must be a "for-profit" business. • Business must be complimentary to existing business community. • Borrowers must have equity injection as determined by fund management. Allowable Use of Proceeds: • Loan proceeds can be used for working capital, inventory, building and equipment and general business operations. Interest Rates: • Loan interest rate is dependent on use, term and other factors, not to exceed 10%. Loan Term Length: • Loan repayment terms will generally range from three to five years, but may be substantially longer for major asset financing such as commercial property. Fees and Charges: • Borrowers are responsible for paying all customary legal and other loan closing costs.