Economic Development Authority City Hall Council Chambers Via telephone or other electronic means 5200 – 85th Avenue North
Tuesday, February 16, 2021 7:00 pm
REGULAR MEETING – AGENDA #3
President Lisa Jacobson, Vice President Terry Parks, Treasurer Susan Pha, Commissioners Boyd Morson, Wynfred Russell and Tonja West-Hafner. Executive Director Kim Berggren, Assistant Executive Director Jay Stroebel and Secretary Theresa Freund
Some members of the Commission will participate in the meeting by electronic means pursuant to Minnesota Statutes, Section 13D.021 rather than in-person at its regular meeting place at City Hall, 5200 85th Avenue North, Brooklyn Park, Minnesota. Members of the public can monitor the meeting by watching it on CCX Media Channel 16 or by livestreaming it at https://nwsccc-brooklynpark.granicus.com/ViewPublisher.php?view_id=5
Anyone who wants to address the EDA during the Public Comment period or on any Agenda Item may do so by calling 763-493-8059 or emailing [email protected] by 4:30 pm on February 16. You will be asked to provide your name, address, email and phone number. You will then be registered to speak during the meeting and will be provided a call-in number to address the EDA.
Members of the public who desire to give input or testimony during the meeting may do so by texting Executive Director Kim Berggren at 612-760-0514 or emailing her at [email protected] (Subject line: "EDA Testimony").
For reasonable accommodations or alternative formats, contact Theresa Freund, 763-493-8059 or email [email protected]. Para asistencia, 763-493-8059. Yog xav tau kev pab, hu 763-493-8059.
Our Mission: Brooklyn Park, a thriving community inspiring pride where opportunities exist for all.
Our Goals: Strong Neighborhoods • Adapting to Changing Demographics • Public Safety Financial Sustainability • Community Image • Focused Redevelopment and Development
I. ORGANIZATIONAL BUSINESS
1. CALL TO ORDER/ROLL CALL
2. PUBLIC COMMENT AND RESPONSE This provides an opportunity for the public to address the EDA on items, which are not on the agenda. Open Forum will be limited to 15 minutes (if no one is in attendance for the Open Forum, the Regular Meeting may begin) and it may not be used to make personal attacks, to air personality grievances, to make political endorsements or for political campaign purposes. Commissioners will not enter into a dialogue with citizens. Questions from the EDA will be for clarification only. Open Forum will not be used as a time for problem solving or reacting to the comments made but, rather, for hearing the citizen for informational purposes only.
2A. RESPONSE TO PRIOR PUBLIC COMMENT 2B. PUBLIC COMMENT
3. APPROVAL OF AGENDA II. STATUTORY BUSINESS AND/OR POLICY IMPLEMENTATION
4. CONSENT 4.1 Consider Approving EDA Meeting Minutes 4.1A October 19, 2020 Draft Meeting Minutes 4.1B November 23, 2020 Draft Meeting Minutes
The following items relate to the EDA’s long-range policy-making responsibilities and are handled individually for appropriate debate and deliberation. (Those persons wishing to speak to any of the items listed in this section should fill out a speaker’s form and give it to the Secretary. Staff will present each item, following in which audience input is invited. Discussion will then be closed to the public and directed to the EDA table for action.)
5. Public Hearings 5.1 None.
6. General Action Items 6.1 Consider Approving and Authorizing the Execution of an Amendment to Declaration of Restricted Covenants and Approving and Authorizing the Execution of an Amended and Restated Loan Agreement and an Amended and Restated Disbursing Agreement for the Huntington Place Apartments Project 6.1A Resolution (Declaration) 6.1B Amendment to the Declaration of Restricted Covenants 6.1C Original Declaration of Restricted Covenants 6.1D Resolution (Loan and Disbursing Agreements) 6.1E Amended and Restated Loan Agreement 6.1F Amended and Restated Disbursing Agreement 6.1G Huntington Place Year in Review Summary 6.2 Consider Approving a Cost-Sharing Agreement with Minnesota State Colleges and Universities for the Center for Innovation and the Arts Development Fundraising Position 6.2A Resolution 6.2B Cost-Sharing Agreement 6.2C Project Flyer 6.3 Consider Approving an Amendment to the EDA General Fund Budget Amendment for Technical Assistance Contract for LIBA to Provide Financial Education to Small Businesses 6.3A Resolution 6.3B Draft Professional Service Agreement 6.4 Consider Approving an Amendment to the EDA General Fund Budget in the Amount of $75,000 to Enter into a Professional Service Agreement with Paadio Consulting to Develop a Program to Increase the Diversity of Procurement within Companies with Facilities in Brooklyn Park 6.4A Resolution 6.4B Draft Professional Service Agreement 6.5 Consider Approving Professional Service Agreement with Avia Design Group, Inc. in the amount of $68,500 to provide Master Program Development, Design Development and Design Specification for the Wayfinding Project. 6.5A Resolution 6.5B Professional Services Agreement 6.5C Exhibit A Project Proposal 6.5D Exhibit A Proposal Addendum
III. DISCUSSION - These items will be discussion items, but the EDA may act upon them during the meeting.
7. Discussion Items 7.1 2020 EDA Annual Report 7.1A 2020 Annual Report 7.2 Status Update 7.3 Housing Update
IV. ADJOURNMENT
Since we do not have time to discuss every point presented, it may seem that decisions are preconceived. However, background information is provided for the EDA on each agenda item in advance from City staff; and decisions are based on this information and past experiences. If you are aware of information that has not been discussed, please raise your hand to be recognized. Please speak from the podium. Comments that are pertinent are appreciated. Items requiring excessive time may be continued to another meeting.
The Brooklyn Park Economic Development Authority’s Agenda Packet is posted on the City’s website. To access the agenda packet, go to www.brooklynpark.org The Next Scheduled EDA Meeting is March 15, 2021 City of Brooklyn Park Request for EDA Action
Agenda Item No: 4.1 Meeting Date: February 16, 2021 Theresa Freund, EDA Agenda Section: Consent Prepared By: Secretary Resolution: N/A Kim Berggren, Executive No. of Attachments: 2 Presented By: Director
Item: Consider Approving EDA Meeting Minutes
Executive Director’s Proposed Action:
MOTION ______, SECOND ______TO APPROVE THE OCTOBER 19, 2020 AND NOVEMBER 23, 2020 EDA MEETING MINUTES.
Overview:
N/A
Primary Issues/Alternatives to Consider:
N/A
Budgetary/Fiscal Issues:
N/A
Attachments: 4.1A OCTOBER 19, 2020 DRAFT MEETING MINUTES 4.1B NOVEMBER 23, 2020 DRAFT MEETING MINUTES 4.1A October 19, 2020 EDA Meeting Minutes Page 2
THE BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN PARK OCTOBER 19, 2020 MEETING MINUTES
I. ORGANIZATIONAL BUSINESS:
1. CALL TO ORDER: President Jeff Lunde at 7:01 p.m.
ROLL CALL PRESENT: President Jeff Lunde, Vice President Susan Pha, EDA Secretary Tonja West-Hafner and Commissioners Mark Mata, Terry Parks and Wynfred Russell, Staff: Executive Director Kim Berggren, Economic Development & Housing Director Breanne Rothstein, Development Project Coordinator Erika Byrd, Business Development Coordinator Daniela Lorenz, EDA Attorney Jim Thomson and Program Assistant Theresa Freund. ABSENT/EXCUSED: Commissioner Treasurer Lisa Jacobson.
2. PUBLIC COMMENT AND RESPONSE:
2. A Response to Prior Public Comment at August EDA meeting from Steven Marsolek, 7800 Colfax Ave. N. regarding Plaza Park located at the intersection of West Broadway Ave. and 85th Ave. N.
Kim Berggren stated that Mr. Marsolek had also raised his questions during a City Council meeting. The City Council discussed the Plaza Park mural and indicated their support for the artwork. I would also note that while there were a few concerns raised, we have had overwhelming positive response.
2. B Public Comment: None
3. APPROVAL OF AGENDA
MOTION LUNDE, SECOND RUSSELL APPROVING THE AGENDA AS PRESENTED. MOTION PASSED UNANIMOUSLY.
II. STATUTORY BUSINESS:
4. CONSENT:
4.1 Consider Approving EDA Meeting Minutes.
MOTION LUNDE, SECOND RUSSELL TO APPROVE THE MAY 18, 2020 EDA MEETING MINUTES. MOTION PASSED UNANIMOUSLY.
4.2 Consider Accepting 2020 Grants and Donations on Behalf of the Economic Development Authority.
MOTION LUNDE, SECOND RUSSELL, TO WAIVE THE READING AND ADOPT RESOLUTION #2020-13 ACCEPTING 2020 GRANTS AND DONATIONS ON BEHALF OF THE ECONOMIC DEVELOPMENT AUTHORITY. MOTION PASSED UNANIMOUSLY. 4.1A October 19, 2020 EDA Meeting Minutes Page 3
5. PUBLIC HEARINGS:
5.1 None.
6. GENERAL ACTION ITEMS:
6.1 Consider Approving First Amendment to Limited Partnership Agreement of Brooklyn Park Development Fund Limited Partnership.
MOTION LUNDE, SECOND PARKS TO WAIVE THE READING AND ADOPT RESOLUTION #2020-14 APPROVING FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF BROOKLYN PARK DEVELOPMENT FUND LIMITED PARTNERSHIP. MOTION PASSED UNANIMOUSLY.
III. DISCUSSION:
7. DISCUSSION ITEMS
7.1 2021 EDA Budget Introduction – Kim Berggren, Executive Director reported to commissioners that this item is the introduction of the budget and staff is not asking for action on this tonight. We are introducing it to you early so that you will get a preliminary look, have time to provide feedback on the strategic initiatives and other elements of the budget. Staff will then incorporate those changes into an action. We would be bringing that forward to you next month.
The budget timeline and process: • In August, the EDA and HRA levies were set. We were able to propose flat levies for this year. • Tonight, we are introducing the budget. • Bring to the EDA in November for approval • December it goes to the Council for approval.
This schedule will give you time to suggest adjustments as you learn more about both the EDA and city’s budgets.
Kim Berggren stated staff wanted to provide a little bit of a review of work that the EDA has been doing in 2020. There has been a big focus on housing and policy, workforce development and career pathways, we have also been working on the small business investment strategies. You just heard about the revamping of the BPDC programs and the CARES programs, both are in this space supporting our small businesses. Staff has also been working on the business incubator project which we will talk about a little bit later tonight. For housing development, we have had several projects that are continuing to proceed as you are aware in different phases of the development cycle.
We have been working on these longer-term strategic initiatives like the Center for Innovation and the Arts project, continuing to support the advancement of the BLRT project, which is a huge economic development opportunity for the community and then other transportation projects.
4.1A October 19, 2020 EDA Meeting Minutes Page 4
This is just a reminder of the work we have been doing this year. We have also included in your packet the 2019 Annual Report. I know that it is a little bit dated, but it is the most recent information we have in terms of packaged up on our work for you to recall the work of the EDA. Going forward into 2021 of course COVID has had a huge impact on the economic status of our community and businesses. We are continuing to think about how that will impact our work going into 2021. Hopefully, we will be in a recovery phase of the pandemic.
At this point we are recommending the following big picture items in 2021: • Continue to focus on our small business growth and development. Also, strategies around how we can make sure that our residents are connected to the economy today and going into the future. • Development will also continue to be the focus of the EDA advancing strategic development opportunities. • We have talked a lot about housing stability over the last few years. Staff imagines it will be even a more of a prime conversation as we come off the moratorium on the evictions of renters and other things that are brewing right now in our community. • As always one of the roles of the EDA will be to continue to promote the brand of Brooklyn Park to the business community, the investment community within the region and beyond.
We have provided you with a look back on our levy history. I will say that the numbers in your packet are inaccurate in a table so please refer to the numbers shown on your screen instead. We have old numbers listed and I apologize for that. As you can see, we are proposing to maintain a levy that would match the $2.1 million levy the city adopted back in December of last year. For many years, the EDA / HRA levies were adopted at the maximum levy amount. In recent years we have been making a substantial reduction of what could be adopted to what you are now adopting. You can see that the levy amount has been decreased from the maximum levy.
One of the things that the EDA has a long history of doing is leveraging outside resources to support the community. We have highlighted this again as we think about the budget. Depending on how you look at the numbers the EDA’s staff and the EDA as an organization has brought in millions of dollars of grant revenue to support community activities. One of the easy ones to look at is the $8 million dollars the state has allocated to Second Harvest Heartland and staff continues to administer as an example. Listed are other grants that are common for the EDA.
With that introduction to the EDA budget. There are five main areas that the EDA spends money on: • Staffing. • Development costs for predevelopment and planning. • Neighborhood and housing programs. • Investments in workforce development and small business. • Direct development costs that typically come through as tax abatement or tax increment financing projects that the EDA oversees.
4.1A October 19, 2020 EDA Meeting Minutes Page 5
Staff is suggesting that we continue a lot of the ongoing work of the EDA. We have listed what those investments will look like. We are also carrying forward projects from 2020 that did not have an opportunity to advance this year given the situation with the pandemic. We are suggesting carrying forward those costs into 2021. We are also proposing a series of new initiatives. We talked about these a little bit at our EDA meeting in August during the work session and staff got some preliminary feedback. We have tried to take that preliminary feedback and incorporate what we heard support for and incorporate that into the budget. I would be happy to talk about any of these new initiatives today to answer your questions tonight or bring back more information at the November meeting.
I do want to call attention to our staffing and discuss how the EDA is staffed as part of the budget process. We are suggesting that we maintain our staffing levels. We are however, suggesting that the vacant Senior Project Manager that we have kept open due to budget constraints be filled. We would like to transition it to be operated out of the city’s Administration Department. We are suggesting that those dollars would be used in part to support the community engagement staff that we already have. The EDA does call on those staff to assist with some of our initiatives and we typically try to use the chargeback system to account for those staff hours that would be allocated to the EDA. A portion would do that and another portion would fund a proposed position that would replace the FTE for a Diversity, Equity and Inclusion position. I have highlighted the four activities that position might do.
Staff is bringing this to you as an idea at this time. More information will be coming on this proposal. Wokie Freeman-Gbogba the Director of Administration will be able to share more information about the position later through the budgeting process, particularly at the November work session discussion. I would be happy to try to answer any preliminary questions on the proposal as well. This would keep our staffing at the same level and we would anticipate that if this role is funded out of the EDA, we would have a strong connection to the work. This position would spend substantial time working on economic inclusion work on behalf of the EDA, helping with the strategies we are developing and with some of the deployment of the work. We are trying to maximize the ability to do our work effectively while not adding staffing to the organization given the budget constraints that we have.
That is all I have for you in terms of a presentation. I would be happy to go back on any of the strategic initiatives and talk through them more if you have questions. Staff will be bringing this information back to you in November.
Commissioners present asked questions and gave staff feedback on the budget introduction.
7.2 Status Update – Kim Berggren highlighted the following noting that the EDA did not have a September meeting: • The city celebrated Restaurant Week mid-September. This was another good push to celebrate the restaurants that are continuing to find ways to survive through this interesting time.
4.1A October 19, 2020 EDA Meeting Minutes Page 6
• Staff is continuing to work on the small business center project. We will be convening that advisory committee later this year to advise on the next steps of the small business center project. It has been delayed with the focus on the CARES Relief spending, but we will continue to move that forward later this year. • I wanted to make sure that you are all aware of the governor’s visit to the Corridor Management Committee meeting recently where he indicated his strong support to advance the BLRT project. We are continuing to plan for that project to move ahead. There will be outreach efforts that will be coordinated by the Met Council and Hennepin County with help from some nonprofit organizations to look at the alignment, which is mostly outside of Brooklyn Park along the southern area of the line coming out of Minneapolis going up through Golden Valley into Robbinsdale. Our five stops are likely not to be impacted by the realignment conversations except for the station at 63rd Avenue North. The best guess at this point is that that station would be moved to the center of highway 81 rather than being on the west side of the road as it was currently designed. The realignment conversations will likely have very little impact on Brooklyn Park, but it is going to be a conversation point for the other communities over the next coming months. • There was celebration of the Plaza Park at the end of the summer. We are continuing to plan to activate the Plaza Park with Park and Recreation Department. They do most of the activation work, programing side of the Park Plaza which is located at 85th Avenue North and West Broadway. • We are also continuing to move ahead with the Center for the Innovation of the Arts (CITA) planning effort. We did not receive the bonding funding from this last cycle though that was largely anticipated given the situation. Staff is coordinating with North Hennepin Community College (NHCC) to advance the hiring of the position that was funded out of the EDA budget this year. The position will most likely not get hired until early 2021. That number was shown in the EDA budget tonight. That position would be initially responsible for fund raising for the project in coordination with NHCC and the other partners. There is an advisory meeting for CITA tomorrow and we have a few commissioners that are sitting on that advisory board and we are hoping you will be able to make it to the virtual meeting.
Commissioner Susan Pha stated I want to say how wonderful Restaurant Week was. I have been home not eating out and this gave me an excuse to go out and eat. I do want to say that the restaurants I was at they were all excited about being part of Restaurant Week and they were very happy. They told me they got an uptick in business because of it which is great. One restaurant El Loro, a Mexican restaurant for some reason on our website it does not have a phone number that does not go to the Brooklyn Park one. I called in an order to pick up, two orders of street tacos and a fajita, and I went in to pick it up. They did not have my order because the phone number we had listed for some reason went to a different location – Bloomington maybe. I did get my order. I got so much feedback. I went to Thai Fusion, El Loro and Mandarin over the week. It was so good. I think we should definitely continue, include more restaurants and do it as often as we can. Our restaurants really appreciate it.
4.1A October 19, 2020 EDA Meeting Minutes Page 7
Commissioner Mark Mata stated if we are going to invest time and energy into Restaurant Week, we should do something that will give back to all the restaurants. We should contact all the restaurants and have them tell us if it was successful. We need some way to measure success.
Kim Berggren stated she wants to give credit to the Communications Team. Has been a big part of the program not just the Economic Development Team. We have great staff that put together the thinking of how to coordinate with the restaurants and the Communications Team getting the word out. There is a large part of the program that is defined around making sure residents know that we great restaurants and that might be a hard indicator to measure. We will certainly take the feedback and look at how we are measuring the success of that program.
President Jeff Lunde I do appreciate Ms. Sherman’s update on the bus route engagement. I continue to believe the engagement was not that good and we did not reach people. I will keep asking the staff at the Met Council because they made this big deal about engagement two days before they started and told no one. I know they do not know our community like we do to get something like that done we would know better. I am curious because I have a feeling that no matter what the engagement comes back, they are just going to do what they were planning to do anyway. I worry about that route. It goes through the heart of some areas that we have spent time and money trying to support the community and we do not need a bus route that is less stops.
President Jeff Lunde stated I would like to know if this winter is a repeat of last spring due to COVID, what would be the financial impact be on our restaurants and if would affect tax valuations. Do we have plans to go out and survey? Kim Berggren replied in Brooklyn Park we have our own Environmental Health staff which is not always true for other cities. One of the advantages of that is that our staff are very connected to the restaurants because they do their annual health inspections. I was just talking to Alex Kim who is one of our full-time inspectors and he was commenting about how the drive-thru restaurants are doing great. In the conversations we had today with D’Amico they were speaking more from the sit-down restaurant type and the concern without the patio experience over the winter it is going to be hard on a number of restaurants. There is a lot of variation and we will try to keep a pulse on the experience of restaurants. We have had five or six close and a few of them were not for COVID reasons. There is always a lot of turnover in the restaurant business. We will propose strategies as we have ideas on supporting them. Staff has seen several restaurants come through the small business support grants that we are working on with the CARES Relief.
President Jeff Lunde stated that the feedback he has received from restaurants is that they have fewer staff, some half of the staff they had before and they are making less money. Now might be the time to reach out to them.
4.1A October 19, 2020 EDA Meeting Minutes Page 8
Catrice O’Neal, Program Manager of BrookLynk shared highlights of successes of their 2019-2020 program year. BrookLynk is a youth workforce development program currently directed by the cities of Brooklyn Park and Brooklyn Center. It has become a viable solution to our communities’ workforce needs providing early employment experiences and work readiness training opportunities to youth and young adults ages 14-21.
In 2020 BrookLynk welcomed an all-new staff including me. Paul Vang our Program Coordinator and Dan-neya Yancey who is our newest hire as a temporary Job Coach. This team has fearlessly taken on the many new challenges brought on by the pandemic and they are looking forward to many more successes into the new program year.
During a typical BrookLynk program year we delivers: Get Ready! Youth and supervisor training, regional youth job fair, summer internships and additional professional and development opportunities through our alumni network. In 2020 like most youth development programs BrookLynk was forced to pivot its program model in response to COVID19 to include online programming which resulted in a hybrid program model.
For the spring and summer staff redesigned the existing program introducing several online offerings and shifting us to offer both in person and online opportunities, including an online Get Ready! Youth and supervisor training, in person and virtual summer internships and an all new paid six-week online training series.
This fall and winter we are excited to be able to also add a virtual job fair and two additional work readiness workshops for alumni. In addition to the changes in programming three of our funders including our two state DEED grants and Hennepin County extended our funding through the end of the year allowing us to provide the previously mentioned programs and new services. This additional pivot in funding provided increased access to BrookLynk programs and services and extended programing through the fall and winter for youth in our community.
2020 had a significant impact on youth and families in our community. This year BrookLynk and our many employer partners were committed to innovation and creativity to ensure that youth had positive experience in our summer internship program and beyond. Here you can see our success in numbers: o With 224 youth completing Get Ready! in person or online. o 112 youth applied for either summer internship or the newly offered 6-week online training series. o 104 youth or 93% successfully completing paid summer work experiences. o Of the 11 employer partners that remained after the onset of COVID, 7 including the City of Brooklyn Park and Brooklyn Bridge Alliance for Youth offered summer internships and another 5 sponsored over $20,000 in youth stipends for youth completing the 6-week online training series. Of those employers that supported the 6-week online training series were Cummins Power Systems and the City of Brooklyn Center. We also received a COVID Relief Grant from Boston Scientific in the amount of $15,000 that aided in 4.1A October 19, 2020 EDA Meeting Minutes Page 9
the development of the new online hybrid programming and 6-week online series.
In addition to these successes, I am happy to report that amidst the many challenges we faced since this spring BrookLynk served more than 328 youth March through August. This is a 10% increase from 2019 in participation and we placed 35 alumni in jobs over the last year.
7.3 Housing Update – Erika Byrd, Development Project Coordinator highlighted the following: • The Duffy Development project at 6900 85th Avenue North, which is the North Hennepin Community College (NHCC) site. I would like to note that EDA staff and Planning staff have been in communication with Duffy Development quite a bit over the last month working on a site plan and preliminary design concepts. I will be meeting with Duffy Development talking with students at NHCC this week to get some feedback. We are also planning in the next month or two to do some neighborhood engagement work and then we are hoping to bring some of our findings and incorporate them into the plans and bring them forward to the EDA. Stay tuned for more on that very soon. • I would like to highlight Brooks Landing and Brook Gardens. In your packet you will see some photos from an event that Brook Gardens had on October 1st. Council Member West-Hafner I believe you were there. I heard it was a great turnout for that celebration and was really well received. Brooks Landing and Brook Gardens have completed their rehab work for their buildings. This is a separate project that is focused on stormwater and landscape work. It has quite a few partners, including the EDA funding it along with resident support and community organization support. Part of the work the EDA is doing to help promote beautification in the community. Some of the grant funds are going into the project along with money from the state, Hennepin County and watershed district. • The research project that the Center for Urban and Regional Affairs at the University of Minnesota is doing on rental housing. As Ms. Berggren had talked about earlier, we are working to get that up and going again. We had quite a few meetings. I just went today talking about how we do engagement with renters and the landlords because we want to bring both sides in for interviews and focus groups. We are looking at doing at electronic for mostly the staff of the apartments and doing the hybrid model for the residents to give them multiple opportunities and ways to engage. We are looking at November and December for collecting that data from the last quarter of the year. • In the rental and housing assistance space related to COVID19 there has been a lot of work at the city and in the region. Staff has spent quite a bit of time working to promote rent and housing assistance at the state and county programs directly to our residents. Some of that has involved staff going out to our apartment communities and doing direct one on one work with residents to help sign them up. Hennepin County has also engaged a number of community organizations to help do this rental outreach and application help assistance. I would also like to point out that Hennepin County is acknowledging that they have some money 4.1A October 19, 2020 EDA Meeting Minutes Page 10
and are not having difficulty spending it but looking at potential ways to get it distributed more quickly and more efficiently. One of the things they have done right now is issued an RFP for an administrator to help with some direct assistance to the apartment communities. Hennepin County will be looking to deploy CARE funds more quickly through property owners who can apply for assistance and they would be looking for an administrator to do that. So, the RFP is open right now and we anticipate in the next month that that could be a program that would help get some money out into our community. • City staff is also thinking about how we will get ahead of eviction and mortgage moratorium heading into 2021. We have been doing some planning and we plan to bring some strategies and ideas forward to the EDA in the next couple of meetings. In fact one of the ideas we are thinking about in a shorter term is using some of the unused CARES funds to directly support stability and homelessness prevention. Maybe in the rental space as well but there is quite a bit, we will have to figure out in the next week around that. I wanted to preview that those are the conversations we are having and trying to bring forward to you.
Commissioner Terry Parks stated I am looking at the second page of the report on Autumn Ridge Apartment’s landscaping and beautification. The snow fence is not beautification. Have we gotten the snow fence removed? It was supposed to be a temporary fence and it has been there for two to three years. Erika Byrd responded that the fence at Autumn Ridge has come down. This is a new installation that has happened just earlier that month so the fencing is around it to protect it for the first year. The plan is that as those plants mature the fences come down.
Commissioner Tonja West-Hafner reported I was able to go to the open house that they had at Brooks Landing and got a tour before the owner started working on all of them through my day job. I got to see if after the fact and it is night and day. I am really excited about the interior and exterior work they have done there. That particular project is right by the creek there so they have a lot of water and runoff. The ingenious way they did the plants around the drainage, nature play and some of the other things they have done. They are also going to be working, if I remember correctly, on the other end in the middle courtyard area that has some trees that have to come out. I heard very clearly from some of the kids that they need a soccer field there or they want to keep the soccer field there. This was their soccer field there where they planted all of these little things which is why there is a snow fence there to keep the little kids out of there. I was really happy to be able to be there and see our investment and the owners’ investment in the community.
Commissioner Tonja West-Hafner stated they had mentioned that they were going to be doing some kind of open house at Brook Gardens soon too. They are also doing some of this work there, some community gardens and other things. Erika Byrd responded yes; the plan is to do open houses at both. I think the senior apartment one takes a little bit more coordinating with the interior space and I think that was delayed. I will check on that. Commissioner Tonja West-Hafner stated they have a lot of community space on that first floor that was underutilized and I am excited about 4.1A October 19, 2020 EDA Meeting Minutes Page 11
seeing how they reused that. They were also doing some exterior work like this and creating some community gardens.
Commissioner Tonja West-Hafner commented anything we can do that helps keep people out of homelessness or out of our shelters and in their housing is super important. Whether that is directly helping the residents or figuring out a way to help the residents help themselves by working with the landlords that makes a lot of sense to me. The more we can do the better off we will all be. Not just for our community but every other community that has any rental projects in their city. I am happy that CURA has started up again. It is important to me to understand what they are seeing and what we are hearing. Also, their viewpoint on where we could be doing anything better in that space as well.
Commissioner Tonja West-Hafner stated is Autumn Ridge done now with their phase three? They have it up for sale and that was a concern of mine that everything stays in place. It is always concerning when people who do this work want to sell to someone who may or may not understand what they are buying and who lives there so they can properly manage that portfolio of projects. Erika Byrd responded that phase one of Autumn Ridge repairs was done. We approved a phase two for some additional common space, cameras, doors and exterior lighting. Exterior lighting is still incomplete because when they bid it out it was way over costs. Staff has been asking them to rebid that. I do not know if that is going to happen given that it is for sale. We have not deployed loan funds to cover those costs of that unmade repair related to the exterior lighting. As you referenced the project has to stay affordable and they would have to either payback the loan or we would have to take an action to approve restructuring with the new owner. They would have to pay back that loan if they were just going to sell it and not seek out EDA approval.
Breanne Rothstein, Economic Development & Housing Director added that she had just spoken to the owner Chris Sherman on Friday. We had a great meeting with him and they are uncertain if they are going to sell at this point. They have assured us that all of the work will be completed before sale and that the loan would be repaid if they did sell. The second aspect is that the people they have talked to who have potential interest are all very experienced developers and managers in affordable housing. I felt a lot more confident at the end of the conversation. First of all, if they do sell it will have to be a very good environment for them and second the people, they are talking with have a lot of experience within this space. I just thought I would interject that here since it was a hot off the press call.
Commissioner Tonja West-Hafner asked what is happening at Huntington? They have not taped into our funds either which means some of that work that we all thought was pretty important to get done is not getting done. Erica Byrd responded regarding Huntington Place we have been working with Aeon to go over the scope and what is in the contract. They have proposed a camera installation plan which there was sticking points on the access the police would have to that. We are still going through those conversations. The President of Aeon met with our police chief last week to talk through that and staff will be back in communication with them. Our contract requires an approved camera plan. That was the first investment and it got held up because of these details on how the IT works and what access would look like. 4.1A October 19, 2020 EDA Meeting Minutes Page 12
Commissioner Mark Mata stated the cameras are going up for their purposes too, which means so their management can see what is going on and hold people accountable who live there. Aeon is the property owner. Whether there is an agreement on how far the police can look at something sounds all secondary. This should not affect camera installation or the bids to get it in. This money was put forward to clean the place up, to get better living conditions for our tenants, to make sure that when they walk out the door with garbage, they make it to the dumpster surround and people are free and clear to walk through the parking lot to get to their cars. We are looking at giving Aeon $7 million and we can’t have them come before us and say why there is a slowdown. Do we want to wait five years and then we can figure out the crime situation going on over there? I would start charging for every police call going on over there. I bet you that will get the cameras up really quick.
Commissioner Mark Mata suggested that for projects like Brooks Landing we put a split rail fence that will eliminate someone from walking through the landscaping. It is fairly cheap and that becomes a focal piece rather than the orange snow fence.
Commissioner Mark Mata stated with the apartments and rent since we know who all the apartments are and we know every place that has a rental license, could we have someone make phone calls to them. Inform them you reside inside our city and our goal is to keep our taxes low to you. Can we ask you that you tell us from the previous month (so it is a month lookback) rent that was not paid? The tenant will first have a problem and then the management company will have a problem. The governor’s order not to evict will not last forever, it will come off and when it comes off somebody should have a grasp of reality of what it is going to be.
Commissioner Susan Pha asked was there a completion date that Autumn Ridge was supposed to have all the improvements and construction done by? I know that they extended the timeline and loan period once or twice. Erika Byrd responded the date is February of 2022, roughly a little over a year left on the completion date of the extension that we last issued. There is only the exterior lighting there other two major items were completed. Commissioner Susan Pha stated that if they ask for an extension again tell them no and to get their stuff done. I have been on the Council for four years and I remember them starting this work before I came on. Tenants have called me and said my unit is still not done.
Commissioner Mark Mata suggested when the EDA does large loans like Autumn Ridge, we put something in the contract that says you need to retain ownership of it for say two years after Brooklyn Park determines completion of the project or there is some type of payback. Erika Byrd responded that this is an interest-bearing loan and Sherman Associates is paying it back on a schedule and they are currently making payments. They will have to pay the entire balance if they sell.
4.1A October 19, 2020 EDA Meeting Minutes Page 13
IV. WORK SESSION
8. WORK SESSION ITEMS:
8.1 None.
V. ADJOURNMENT: Meeting adjourned at 8:47 p.m. 4.1B November 23, 2020 EDA Meeting Minutes Page 14
THE BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN PARK NOVEMBER 23, 2020 MEETING MINUTES
I. ORGANIZATIONAL BUSINESS:
1. CALL TO ORDER: Vice President Susan Pha at 7:00 p.m.
ROLL CALL VIA PHONE PRESENT: Vice President Susan Pha, EDA Secretary Tonja West-Hafner, Treasurer Lisa Jacobson and Commissioners Mark Mata, Terry Parks and Wynfred Russell (7:18 PM), Staff: Executive Director Kim Berggren, Economic Development & Housing Director Breanne Rothstein, Development Project Coordinator Erika Byrd, Business Development Coordinator Daniela Lorenz, EDA Attorney Jim Thomson and Program Assistant Theresa Freund. ABSENT/EXCUSED: President Jeff Lunde.
As previously noticed, this meeting of the Economic Development Authority is being conducted by phone pursuant to Minnesota Statutes Section 13D.021. Statement read by Vice President Susan Pha: Members of the public can monitor the EDA meeting by listening to it on CCX Media Channel 16 or by livestreaming it at Northwest Suburbs Cable Communications Commission website. Members of the public who desire to give input or testimony during the meeting may do so by texting EDA Vice President Pha at 763-600-1043 or by emailing her at [email protected].
2. PUBLIC COMMENT AND RESPONSE:
2. A Response to Prior Public Comment: None.
2. B Public Comment: None
3. APPROVAL OF AGENDA
MOTION MATA, SECOND JACOBSON APPROVING THE AGENDA AS AMENDED WITH ITEMS 6.3 AND 6.4 GOING BEFORE 6.1 AND 6.2. MOTION PASSED UNANIMOUSLY.
II. STATUTORY BUSINESS:
4. CONSENT:
4.1 Consider Approving EDA Meeting Minutes.
MOTION MATA, SECOND PARKS TO APPROVE THE JULY 20, 2020 EDA MEETING MINUTES. MOTION PASSED UNANIMOUSLY.
4.2 Consider Approving the Decertification of Tax Increment Financing District (TIF) No. 25.
MOTION MATA, SECOND PARKS TO WAIVE THE READING AND ADOPT RESOLUTION #2020-15 APPROVING THE DECERTIFICATION OF TAX INCREMENT FINANCING DISTRICT NO. 25. MOTION PASSED UNANIMOUSLY.
4.1B November 23, 2020 EDA Meeting Minutes Page 15
4.3 Consider Accepting Changes to the Clubhouse Food & Beverage Service Agreement with D’Amico Catering.
MOTION MATA, SECOND PARKS TO WAIVE THE READING AND ADOPT RESOLUTION #2020-16 ACCEPTING CHANGES TO THE CLUBHOUSE FOOD & BEVERAGE SERVICE AGREEMENT WITH D’AMICO CATERING. MOTION PASSED UNANIMOUSLY.
5. PUBLIC HEARINGS:
5.1 None.
6. GENERAL ACTION ITEMS:
6.3 Consider Authorizing a Third Amendment to Contract for Private Development for Creekside Gables Apartments Project and Approving Execution of Related Documents.
MOTION PHA, SECOND WEST-HAFNER TO WAIVE THE READING AND ADOPT RESOLUTION #2020-17 AUTHORIZING A THIRD AMENDMENT TO CONTRACT FOR PRIVATE DEVELOPMENT FOR CREEKSIDE GABLES APARTMENTS PROJECT AND APPROVING THE EXECUTION OF RELATED DOCUMENTS. MOTION PASSED UNANIMOUSLY.
6.4 Consider Accepting D’Amico Catering’s Annual Business Plan.
MOTION PHA, SECOND PARK ACCEPTING D’AMICO CATERING’S ANNUAL BUSINESS PLAN. MOTION PASSED UNANIMOUSLY.
6.1 Consider Approving the 2021 Economic Development Authority Budget.
MOTION PHA, SECOND WEST-HAFNER, TO WAIVE THE READING AND ADOPT RESOLUTION 2020-18 APPROVING THE 2021 ECONOMIC DEVELOPMENT AUTHORITY BUDGET. MOTION PASSED UNANIMOUSLY.
6.2 Consider Authorizing the Demolition of the Former Hennepin County Library Building at 8600 Zane Avenue North.
MOTION PHA SECOND MATA TO TABLE THIS UNTIL APRIL 1ST, 2021.
III. DISCUSSION:
7. DISCUSSION ITEMS
4.1B November 23, 2020 EDA Meeting Minutes Page 16
7.1 Status Update – Kim Berggren highlighted the following: • We are having our 9th annual Business Forward Forum on December 3rd which is a little bit later this year. It will be from 10 am to 12:15 pm virtually so please sign up to attend. We do have a guest speaker from the Minnesota Department of Employment & Economic Development, Deputy Commissioner Hamse Warfa. It will be a good event and we would like to encourage the commissioners to attend as well as anyone in the community who is involved in the business world and interested in participating. • I also want to point out we were able to celebrate Cirtec’s ribbon cutting event for its second facility in Brooklyn Park. We also had some great guests attend that ribbon cutting. They are planning on bringing additional 250 jobs to the community. You will recall that we have been involved in their $800,000 grant from the State of Minnesota for that facility. • The small business center is continuing to advance. It was slowed down a bit with our emphasis on CARES grants these past few months. We are moving through phase 1 of the program development. As you recall the work is mostly work being funded by a Livable Communities Development Act grant from the Met Council. We will be convening a steering committee. In your report we have listed the seven people from the community that have volunteered to serve on that committee. We will also be asking for a few EDA commissioners to participate as well. Staff will be getting that going in December and January and will have updates for you early next year. • Hennepin County has launched a new business support program called Elevate HC. It is in partnership with several other groups that are working on it. The initial funding was CARES money but they will be supporting businesses and entrepreneurs with resources and technical assistance among other things through this program. If you know anyone looking for assistance, please direct them to that resource. • You will recall that the Edinburgh Centre Business District was selected as one of the eleven districts that the county selected. We had applied these districts selected and they were selected to use some CARES funding to help with marketing and promotion of businesses in that district. We have shared with you in your packet one of the graphics that the marketing consultant has come up with to celebrate and promote those businesses. There is a billboard located at about I94 & 42nd Avenue North and digital ads are being developed. This will be a great benefit to those businesses in that area and also a learning experience for how we may better support our business districts in Brooklyn Park particularly in the retail space. • We have continued discussions with DEED regarding the potential relocation of the CareerForce Center. They are currently in Brooklyn Park. They had said they were not going to move and now they are now saying they are going to move. We are in conversations trying to encourage their site selector folks to consider locating in Brooklyn Park in one of our more active business districts to support people that would be needing to access those resources. We are also encouraging the conversation around thinking of the small business center that the EDA is 4.1B November 23, 2020 EDA Meeting Minutes Page 17
interested in advancing, if that could be paired with the CareeForce. I just wanted to share that we are having those conversations. • I would like to report out about the CARES Relief Program and we will send you more information later. The EDA’s staff with support by other folks in the organization including the Finance Department that put in a huge amount of work, was able to grant out $2.6 million in community grants. We reached the target of: o 89 businesses were able to get an average of $10,000. o 39 nonprofits/schools got an average of $26,000. o 198 households received grants on average of $1,700.
The program that the council most recently approved, the Homelessness Prevention, 332 households were able to have assistance for their rent in an average amount of $1,900. Those dollars are at work in the community and we will report out in more detail at a future time. • Interchange at Highway 169 and 101st is now open. Unfortunately, we are not planning a celebration this fall but will plan something next spring. This project had been in the works for 10-20 years. • We had said in a recent meeting that we would try to continue the community engagement effort plan for the use of the Noble Park & Ride site up on 610 & Noble Avenue. We are now recommending that we pause that given everything with COVID we just do not feel that it is a good time to finish out that planning effort. We would like to regroup in the spring and see where we are at with community engagement and thinking about that site.
7.2 Housing Update – Erika Byrd highlighted the following: • Cornerstone Village by Bethesda Lutheran was awarded $2 million grant from the Met Council’s Livable Communities Program Initiative. A link to the press release in this memo. In terms of next steps Bethesda Lutheran is still looking for additional funding through the Low-Income Housing Tax Credit and Housing Infrastructure Bonds from Minnesota Housing. If Bethesda Lutheran is successful in obtaining that funding, they will be coming to the EDA for full consideration of a development agreement. In June, the EDA gave some preliminary approval for tax increment financing and a deferred loan. • At the Autumn Ridge Apartments, we have an outstanding loan for Sherman Associates. At last month’s meeting we talked about how the property was for sale. They are reconsidering that. Breanne Rothstein has met with Sherman & Associates a number of times and they have told us that they are now looking at refinancing. In the next couple of months, they will be bringing us more information about that. It could potentially include a payoff of the remaining balance of our loan sooner than the loan term calls for. • For Huntington Place both the EDA and police staff have been working with Aeon staff around the camera improvement project. This project is underway and almost half done. They are adding 200 cameras to the exterior and interior. The work that is being done is around placement and around police accessing. We have agreements in place around police to accessing the cameras. The project should now move forward. We are anticipating that Aeon will now submit for the first draw on the EDA $5 million loan. They 4.1B November 23, 2020 EDA Meeting Minutes Page 18
have not drawn on any of the money so far. They are eligible to draw on that project as their improvements progress. • Kim Berggren provided a nice update on the CARES work that Community Development has been doing. I have included a short update here under the Homelessness Prevention work. There has been a lot of quick turnaround to get the money into the community in about two weeks: Thirty-five rental properties, over $600,000 was deployed to stabilize over 300 households that had their rental balances completely eliminated. A full report on CARES will be provided at the City Council next month. • For the CURA Housing Project we had mentioned at last month’s EDA meeting that the researchers at the University of Minnesota were looking at doing this hybrid model of some in person interviews and some electronic virtual interviews and focus groups. Given where COVID19 pandemic is right now, the researchers and the city have pulled back from the in-person work. Everything will be done virtually. The second and third week of December is dedicated to residents, apartment managers and staff getting them to participate in focus groups, surveys and intake forms. We are doing a lot of outreach over the next several weeks to get participants in that study.
IV. WORK SESSION
8. WORK SESSION ITEMS:
8.1 None.
V. ADJOURNMENT: Meeting adjourned at 9:54 p.m. City of Brooklyn Park Request for EDA Action
Agenda Item No: 6.1 Meeting Date: February 16, 2021 Erika Byrd, Development Agenda Section: General Action Items Prepared By: Project Coordinator Breanne Rothstein, Economic Resolution: X Development and Housing No. of Attachments: 7 Presented By: Director Consider Approving and Authorizing the Execution of an Amendment to Declaration of Restricted Covenants for the Huntington Place Apartments Project and Approving and Authorizing the Execution of an Amended and Restated Loan Agreement and an Amended and Restated Disbursing Agreement for the Huntington Item: Place Apartments Project
Executive Director’s Proposed Action:
MOTION ______SECOND ______TO WAIVE THE READING AND ADOPT RESOLUTION #2021-____ APPROVING AND AUTHORIZING THE EXECUTION OF AN AMENDMENT TO DECLARATION OF RESTRICTIVE COVENANTS FOR THE HUNTINGTON PLACE APARTMENTS PROJECT.
MOTION ______SECOND ______TO WAIVE THE READING AND ADOPT RESOLUTION #2021-____ APPROVING AND AUTHORIZING THE EXECUTION OF AN AMENDED AND RESTATED LOAN AGREEMENT AND AN AMENDED AND RESTATED DISBURSING AGREEMENT FOR THE HUNTINGTON PLACE APARTMENTS PROJECT.
Overview:
Aeon, a regional owner and manager of affordable housing in the Twin Cities metro, purchased Huntington Place Apartments in January 2020. The Brooklyn Park Economic Development Authority (EDA) approved a $5 million loan to Aeon at its January 21, 2020 meeting for the acquisition and rehabilitation of Huntington Place Apartments and the requirement to preserve affordability. The purpose of this action is EDA consideration of 1) an Amendment to the Declaration of Restrictive Covenants recorded against the property and 2) an Amendment of the Loan Agreement and associated Disbursing Agreement.
Aeon is seeking two actions for EDA approval. The first is an amended Declaration of Restrictive Covenants to increase affordability restrictions, which would allow more units to qualify for the State’s low-income rental property tax classification. Aeon is also requesting adjustment to the Loan Agreement and Disbursing Agreement to allow loan funds to be drawn on for other critical investments and repairs not currently specified in the Loan Agreement. An amended Loan Agreement would also extend the completion timing of Phase I Improvements to allow time for COVID delays, creation of pilot projects, and collaborative assessment and rollout of improvements.
Primary Issues/Alternatives to Consider: o Why should the EDA consider amending the Declaration of Restrictive Covenants?
The current agreement between the EDA and Aeon requires Aeon to maintain a minimum of 60 percent of the units affordable at households making 60% of the area median income (AMI) and at least 20 percent affordable at 50% AMI (for a two-person household, the current 60% AMI income limit is $49,680 per year and the 50% AMI limit is $41,400). Aeon is also required to accept tenant rent subsidy certificates (e.g. Section 8 vouchers). In exchange, Aeon may apply for and obtain “4d” tax designation (also known as low-income rental classification) under Minn. Stat. 273.13, subdivision 25. This Minnesota law allows affordable housing owners to be eligible for reduced property taxes if they enter into a long-term agreement to keep rents at or below 60% AMI. However, the Declaration of Restricted Covenants for Huntington Place Apartments does not currently restrict all housing 6.1 Page 2
units. As a result, the units not covered under the Declaration do not qualify for the reduced property tax rate. Aeon is asking that this Declaration be amended to restrict 100% of the units to 60% AMI or less (the 50% AMI affordability would still apply to 20% of the overall units).
Aeon estimates that restricting the remaining apartment units will provide them with a tax benefit of approximately $96,000 per year (beginning in 2022). These funds are critical for Aeon in order to help pay for maintenance and investments and offset the costs of keeping the property affordable. Amending the Declaration would not lead to the displacement of current residents in unrestricted units because income qualification only applies to new residents upon unit turnover. Additionally, all rents at Huntington Place Apartments are currently at or below the 60% AMI affordability level. o What are existing loan terms?
The current loan amount and repayment terms are listed in the following chart. These terms will remain the same under the proposed amended Loan Agreement.
Figure 1: Summary of Existing Terms Amount of Loan $5,000,000 Duration 20 years Payment Terms No payments for 2 years, interest accrues. Annual payment of principal and interest due thereafter. Balloon Payment Accrued interest and $1M due at 5 years, or re-finance, whichever is sooner. Interest Rate 3% Source of Payment % of disbursable cash flow (15% long term)
Under the current Loan Agreement, the EDA provided a $5M loan for the following improvements (called Phase I Improvements), which were to be completed by June of 2021: o Camera installation project o Fire safety improvements o Electronic locks and door alarms o The construction of at least one staffed office/community space in each building o Completion of any “critical maintenance items” identified in the pre-sale Physical Needs Assessment
Phase II improvements include unit renovations and other property improvements (totaling an additional $3.3M in Aeon investment), a full analysis of fire suppression needs, and an ADA improvement plan. Phase III improvements include redesigning the property to include 2 and 3 bedroom units, creating a better neighborhood design on the exterior of the property, and dividing up the buildings into smaller, neighborhoods instead of expansive hallways. Phase II and III are not currently eligible for funding with the $5M loan.
o What is the status of the current loan agreement?
Aeon is currently in compliance with existing Loan Agreement terms and has been working with EDA staff to coordinate capital investment planning and document completion of necessary requirements. To date, Aeon has drawn on $250,000 of EDA loan funds for the camera improvement project. Aeon has also completed a number of the critical fire and life safety improvements under Phase 1 such as the installation of the Knox boxes and alarms on hallway fire extinguishers. Overall, since taking ownership, Aeon reports investing over $900,000 in building systems and unit improvements. The attached flyer Huntington Place Year in Review (item 6.2G) from Aeon highlights data and various accomplishments from the past year.
o Why is Aeon requesting amendments to the Loan Agreement and related Disbursing Agreement?
Aeon and the EDA have committed to investing a significant amount of time and resources to achieve the mutual goals for Huntington Place Apartments. Since January 2020, however, significant events have occurred outside the control of Aeon which have brought this request forward. For example, constructing the community rooms in each building was not possible during the pandemic. Additionally, several immediate maintenance needs were 6.1 Page 3
identified that took priority over the agreed upon improvements, like plumbing replacement and water damage remediation. Improvements to electrical, cabinetry, and vent hoods were also required in order to complete the installation of automatic cooking extinguishing devices in each kitchen. o What are the key provisions of the Amended and Restated Loan Agreement?
Extend Deadline for Remaining Phase I Improvements – extend the completion timing of Phase I Improvements to the end of 2023 to allow time for COVID delays, creation of pilot projects, collaborative assessment, and rollout. No change to the loan payment timing or Phase II and III timelines is being proposed.
Flexibility and Waterfall of Funds – Aeon is requesting flexibility on the timing of payments, allowing disbursement for Phase II and III improvements concurrently with Phase I.
Monthly Meetings – Aeon must meet with EDA staff and provide project updates monthly. EDA staff are already meeting regularly with Aeon staff, but this provision formalizes that requirement.
Budgetary/Fiscal Impacts:
Amending the Declaration of Restricted Covenants to restrict all units would have an impact on tax revenue for the City and EDA. Minnesota’s 4d tax classification provides up to a 40% tax reduction on qualifying units. Aeon has estimated that classifying the remaining apartment units at Huntington Place as 4d would provide them with an additional tax benefit of $96,000 per year. This amendment also indicates the EDA will provide the full $5 million to Aeon for identified improvements. Under the current agreement the EDA is only committed to investing in Phase I improvements.
Recommendation:
The Executive Director of the EDA recommends approval.
Attachments: 6.1A RESOLUTION (DECLARATION) 6.1B AMENDMENT TO THE DECLARATION OF RESTRICTED COVENANTS 6.1C ORIGINAL DECLARATION OF RESTRICTED COVENANTS 6.1D RESOLUTION (LOAN AND DISBURSING AGREEMENTS) 6.1E AMENDED AND RESTATED LOAN AGREEMENT 6.1F AMENDED AND RESTATED DISBURSING AGREEMENT 6.1G HUNTINGTON PLACE YEAR IN REVIEW SUMMARY 6.1A RESOLUTION (DECLARATION) Page 4
THE BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN PARK
RESOLUTION #2021-
APPROVING AND AUTHORIZING THE EXECUTION OF AN AMENDMENT TO DECLARATION OF RESTRICTIVE COVENANTS FOR THE HUNTINGTON PLACE APARTMENTS PROJECT.
WHEREAS, Aeon BP LLC, a Minnesota limited liability company (the “Borrower”), has acquired property known as Huntington Place Apartments located at 5801, 5805, 5809, 5817, 5331, 5841, 5849 73rd Avenue North in the City of Brooklyn Park, Minnesota (the “City”), on which is located an 834-unit multifamily housing development (the “Development”); and
WHEREAS, the Borrower proposed to rehabilitate the existing Development by making certain improvements including, without limitation, security, accessibility and fire safety improvements, critical maintenance, and improvements to community spaces, utility systems and facilities (the “Improvements”); and
WHEREAS, the Brooklyn Park Economic Development Authority (the “EDA”) and the Borrower have heretofore executed a Loan Agreement dated January 30, 2020 (the “Original Loan Agreement”) providing a loan to the Borrower in the amount of $5,000,000 (the “Loan”) in order to make the Improvements more economically feasible and to preserve affordable housing in the City; and
WHEREAS, in connection with the Loan the EDA and the Borrower entered into a Declaration of Restrictive Covenants dated January 30, 2020, filed with the Hennepin County Recorder on February 3, 2020 as Document No. A10751907 (the “Declaration”); and
WHEREAS, the EDA and the Borrower desire to amend and restate the Declaration pursuant to an Amendment to Declaration of Restrictive Covenants (the “Amendment to Declaration”) to provide that all of the units in the Development will be eligible for low-income rental property tax classification pursuant to Minnesota Statutes § 273.128; and
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Brooklyn Park Economic Development Authority (the “Board”) as follows:
1. The EDA hereby approves the Amendment to Declaration, in substantially the form presented to the Board, together with any related documents necessary in connection therewith, including without limitation all documents or certifications referenced in or attached to the Amendment to Declaration (collectively, the “Declaration Documents”) and hereby authorizes the Executive Director to execute, on behalf of the EDA, the Declaration Documents to which the EDA is a party and to carry out, on behalf of the EDA, the EDA’s obligations thereunder when all conditions precedent thereto have been satisfied.
2. The approval hereby given to the Declaration Documents includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the EDA and by the officers authorized herein to execute said documents prior to their execution; and said officers are hereby authorized to approve
4 BR275-199-702563.v1 6.1A RESOLUTION (DECLARATION) Page 5
said changes on behalf of the EDA. The execution of any instrument by the appropriate officers of the EDA herein authorized shall be conclusive evidence of the approval of such document in accordance with the terms hereof. This Resolution shall not constitute an offer and the Declaration Documents shall not be effective until the date of execution thereof as provided herein. In the event of absence or disability of the authorized officers, any of the documents authorized by this Resolution to be executed may be executed without further act or authorization of the Board by any duly designated acting official, or by such other officer or officers of the Board as, in the opinion of legal counsel to the EDA, may act in their behalf.
5 BR275-199-702563.v1 6.1B AMENDMENT TO DECLARATION OF RESTRICTIVE COVENANTS Page 6
AMENDMENT TO DECLARATION OF RESTRICTIVE COVENANTS
THIS AMENDMENT TO DECLARATION OF RESTRICTIVE COVENANTS is made this __ day of ______, 2021 (the “Declaration”), by AEON BP LLC, a Minnesota limited liability company (the “Borrower”), for the benefit of the BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic under the laws of the State of Minnesota (the “EDA”).
RECITALS
WHEREAS, the Borrower acquired property known as Huntington Place Apartments located at 5801, 5805, 5809, 5817, 5331, 5841, 5849 73rd Avenue North in the City of Brooklyn Park, Minnesota (the “City”); and
WHEREAS, the EDA and the Borrower entered into a Declaration of Restrictive Covenants dated January 30, 2020, filed with the Hennepin County Recorder on February 3, 2020 as Document No. A10751907 (the “Declaration”), related to property legally described on Exhibit A to the Declaration (the “Property”); and
WHEREAS, all capitalized terms not defined herein shall have the meaning set forth in the Declaration; and
WHEREAS, the EDA and the Borrower want to amend the Declaration to provide that all of the Units will be eligible for low-income rental property tax classification pursuant to Minnesota Statutes § 273.128.
NOW, THEREFORE, for good and valuable consideration, the parties agree to amend the Declaration as follows:
1. Section 3(b) of the Declaration is hereby amended and restated as follows:
(b) Moderate Income Tenant Provisions. The Borrower represents, warrants, and covenants that from the commencement of the Qualified Project Period, all of the of the Units within the Property not considered Low Income Housing Units as described in Section 3(c) below (the “Moderate Income Housing Units”) shall be occupied (or treated as occupied as provided herein) or held vacant and available for occupancy by Moderate Income Tenants, provided that, to the extent permitted by Minnesota Statutes § 273.128, for all the Units to qualify as assisted units, the Borrower may use Income Averaging to determine Moderate Income Housing Units.
"Moderate Income Tenants" means those persons and families who are determined at the time of initial 6.1B AMENDMENT TO DECLARATION OF RESTRICTIVE COVENANTS Page 7
occupancy after the date hereof by the Borrower to have combined adjusted income that does not exceed 60% of the area-wide median family income for the standard metropolitan statistical area which includes Minneapolis/St. Paul, Minnesota, as that figure is determined and announced from time to time by the U.S. Department of Housing and Urban Development, as adjusted for family size ("AMI") for the applicable calendar year.
Furthermore, the Borrower shall restrict rents for the Units occupied, or held for occupancy, by Moderate Income Tenants to an amount which does not exceed 30% of 60% of AMI or, if permitted under Minnesota Statutes § 273.128, the applicable imputed income limit (30% to 80%) if using Income Averaging, adjusted for family size. Notwithstanding the foregoing, in accordance with Section 42 of the Internal Revenue Code, in no case shall the rents be required to be lower than those in effect on January 30, 2021.
The determination of whether an individual or family is a Moderate Income Tenant will be made at the time a new tenant commences occupancy of a Unit through a review of the self-reported income by the potential tenant on their rental application. In order to avoid displacement, existing tenants as of the date of the acquisition will be grandfathered in and will not be required to be income certified, even if the composition of the household changes. In addition, households will continue to qualify despite increases in income after the tenant commences initial occupancy.
(The remainder of this page is intentionally left blank.) 6.1B AMENDMENT TO DECLARATION OF RESTRICTIVE COVENANTS Page 8
IN WITNESS WHEREOF, the Borrower has caused this Amendment to Declaration of Restrictive Covenants to be signed by its respective duly authorized representatives, as of the day and year first written above.
AEON BP LLC
By Alan Arthur Its President
STATE OF MINNESOTA ) ) SS COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ____ day of ______, 2021, by ______, the ______of Aeon BP LLC, a Minnesota limited liability company, on behalf of the limited liability company.
Notary Public
6.1B AMENDMENT TO DECLARATION OF RESTRICTIVE COVENANTS Page 9
This Declaration is acknowledged and consented to by:
BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY
By Its Executive Director
STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ____ day of ______, 2021, by ______, the ______of the Brooklyn Park Economic Development Authority, a public body corporate and politic under the laws of the State of Minnesota, on behalf of the EDA.
Notary Public
This instrument drafted by:
Faegre Drinker Biddle & Reath LLP (AMC) 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402 (612) 766-7000
6.1B AMENDMENT TO DECLARATION OF RESTRICTIVE COVENANTS Page 10
EXHIBIT A
LEGAL DESCRIPTION
Land situated in the City of Brooklyn Park in the County of Hennepin in the State of Minnesota
That part of the East Half of the Southwest Quarter of Section 28, Township 119, Range 21 lying North of the South 633 feet thereof except the following described tracts:
That part of the Southeast Quarter of the Southwest Quarter of said Section 28, lying South of a line which is parallel to and 30 feet South of the following described line:
Commencing at a point on the East line of said Southeast Quarter of the Southwest Quarter distant 1,151.10 feet North of the Southeast corner thereof; thence West parallel with the South line of said Southeast Quarter of the Southwest Quarter a distance of 874.18 feet; thence Northwesterly on a tangential circular curve having a central angle of 11 degrees 32 minutes 23 seconds and a radius of 1,500.00 feet for a distance of 302.11 feet; thence Northwesterly on a line tangential to said curve, to its intersection with the West line of said Southeast Quarter of the Southwest Quarter and there terminating; also lying West of the East 355 feet thereof.
The West 333 feet of the East Half of the Southwest Quarter of said Section 28 lying North of the South 1173 feet and lying South of the North 548 feet thereof.
The West 333 feet of that part of the Southeast Quarter of the Southwest Quarter of Section 28, Township 119, Range 21, lying North of a line which is parallel with and 30 feet South of the following described line:
Commencing at a point on the East line of said Southeast Quarter of the Southwest Quarter, distant 1,151.10 feet North of the Southeast corner thereof; thence West parallel with the South line of said Southeast Quarter of the Southwest Quarter, a distance of 874.18 feet; thence Northwesterly on a tangential circular curve, having a central angle of 11 degrees 32 minutes 23 seconds and a radius of 1,500.00 feet for a distance of 302.11 feet; thence Northwesterly on a line tangent to said curve to its intersection with the West line of said Southeast Quarter of the Southwest Quarter and there terminating; and lying South of the North line of the South 1,173.00 feet thereof, and lying East of Zane Avenue North.
That part of the East Half of the Southwest Quarter of Section 28, Township 119, Range 21, Hennepin County, Minnesota described as follows:
Commencing at the Northeast corner of said East Half of the Southwest Quarter; thence Southerly along the East line of said East Half of the Southwest Quarter to its intersection with the North line of the South 633 feet of said East Half of the Southwest Quarter said intersection being the point of beginning of the tract of land to be described; thence Westerly along said North line, to the West line of the East 355 feet of said East Half of the Southwest Quarter; thence Northerly, along the said West line to its intersection with a line drawn parallel to and 1,121.10 feet North of the South 6.1B AMENDMENT TO DECLARATION OF RESTRICTIVE COVENANTS Page 11
line of said East Half, as measured along the East line of said East Half of the Southwest Quarter; thence Easterly, along said parallel line, 355.10 feet to its intersection with the East line of said East Half; thence South, along said East line of East Half to the point of beginning. Hennepin County, Minnesota
6.1C ORIGINAL DECLARATION OF RESTRICTED COVENANTS Page 12
DECLARATION OF RESTRICTIVE COVENANTS
THIS DECLARATION OF RESTRICTIVE COVENANTS is made this 30th day of January, 2020 (the "Declaration"), by AEON BP LLC, a Minnesota limited liability company (the "Borrower"), forthe benefit of the BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic under the laws of the State of Minnesota (the "EDA").
RECITALS
WHEREAS, the Borrower has proposed to acquire property known as Huntington Place Apartments located at 5801, 5805, 5809, 5817, 5331, 5841, 5849 73rd Avenue North in the City of Brooklyn Park, Minnesota (the "City"), which property is legally described in EXHIBIT A attached hereto (the "Property"); and
WHEREAS, the Borrower has proposed to rehabilitate the existing 834-unit multifamily housing development on the Property as further described in Section 5 of the Loan Agreement defined below (collectively, the "Projects"); and
WHEREAS, the EDA and the Borrower entered into that certain Loan Agreement of even date herewith (the "Loan Agreement") pursuant to which the EDA agreed to make a loan to the Borrower in the amount of $5,000,000 (the "Loan") from the EDA's Housing Set Aside TIF (as defined in the Loan Agreement) in order to make the Projects more economically feasibleand to improve and retain affordable housing in the City; and
WHEREAS, in consideration for the Loan, the Borrower will agree to cause compliance with certain affordability covenants for the housing units (the "Units") within the Property as further provided herein; and
WHEREAS, the Borrower intends, declares, and covenants that the restrictive covenants set forth herein will be and are covenants running with the Property for the term described herein and binding upon all subsequent owners of the Property forthe term described herein, and are not merely personal covenants of the Borrower; and
WHEREAS, capitalized terms in this Declaration have the meaning provided m the Loan Agreement unless otherwise defined herein. 6.1C ORIGINAL DECLARATION OF RESTRICTED COVENANTS Page 13
NOW, THEREFORE, in consideration of the promises and covenants hereinafterset forth, and of other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower agrees as follows:
1. Term of Restrictions.
(a) Occupancy Restrictions. The term of the Occupancy Restrictions set forthin Section 3 of this Declaration will commence on the date hereof. The period from commencement to the date that is 30 years afterthe date hereof is the "Qualified Project Period."
(b) Termination of Declaration. This Declaration will terminate at the end of the Qualified Project Period (January 30, 2050).
In addition, in the event of foreclosure or transfer of title by deed in lieu of foreclosure, upon completion of the foreclosureand expiration of the applicable redemption period, or recording of a deed in lieu of foreclosure, any mortgagee ( or any assignee of the mortgagee) or any purchasers at or after foreclosure thereof, by the successful bidder at the sale, to the title to the Development Property, may terminate this Declaration, by providing written notice to the EDA and by filing a termination document in the applicable real property records in Hennepin County, and thereafter this Declaration shall be of no further force and effect; provided, however, that the preceding provisions of this sentence shall cease to apply and the restrictions contained herein shall be reinstated if, at any time subsequent to the termination of this Declaration as the result of the foreclosure, or the delivery of a deed in lieu of foreclosure, or a similar event, the Borrower or any related person (within the meaning of Section 1.103-10(e) of the Treasury Regulations) obtains an ownership interest in the Property for federalincome tax purposes.
Each of the events set forth in the first two paragraphs of this Section 1(b) are referred to individually and collectively herein as the "Termination Date".
(c) Removal from Real Estate Records. After the Termination Date of this Declaration, the EDA will, upon request by and at the expense of the Borrower or its assigns, file a document appropriate to remove this Declaration from the real estate records of Hennepin County, Minnesota.
2. Project Restrictions. The Borrower represents, warrants, and covenants that:
(a) All leases of Units to Qualifying Tenants (as defined in Section 3(e) hereof) will contain clauses, among others, wherein each individual lessee:
(i) Certifies the accuracy of the statements made in its application and Eligibility Certification (as definedin Section 3(e) hereof); and
(i) Agrees that the family income at the time the lease is executed will be deemed substantial and material obligation of the lessee's tenancy; that the lessee will comply promptly with all requests for income and other informationrelevant to determining low or moderate income status from the Borrower or the EDA; and that the lessee's failure or refusal to comply with a request for information with respect thereto will be deemed a violation of a substantial obligation of the lessee's tenancy.
(b) Upon reasonable prior notice, the Borrower will permit any duly authorized representative of the ED A to inspect the books and records of the Borrower pertaining to the income of QualifyingTenants residing in the Property.
2 631607v7BR275-199 6.1C ORIGINAL DECLARATION OF RESTRICTED COVENANTS Page 14
3. Occupancy Restrictions.
(a) Income Averaging. Income averaging means the determination of the income limit and rents for low-income units pursuant to Section 42(g)(l) of the Internal Revenue Code. Pursuant to the Code, units must be rent-restricted and occupied by persons whose incomes do not exceed the imputed income limitation designated by the taxpayer with designated income limitation permitted from 20% to 80%, provided that the average of the imputed income limitations cannot exceed 60%. If the Borrower elects to construct additional units on the Property, the Borrower may elect to use Income Averaging only for the newly constructed units.
(b) Moderate Income Tenant Provisions. The Borrower represents, warrants, and covenants that fromthe commencement of the Qualified Project Period, at least 60% of the Units within the Property (the "Moderate Income Housing Units") shall be occupied (or treated as occupied as provided herein) or held vacant and available for occupancy by Moderate Income Tenants, provided that the Borrower may use Income Averaging to determine Moderate Income Housing Units.
"Moderate Income Tenants" means those persons and families who are determined at the time of initial occupancy after the date hereof by the Borrower to have combined adjusted income that does not exceed 60% of the area-wide median family income for the standard metropolitan statistical area which includes Minneapolis/St. Paul, Minnesota, as that figure is determined and announced fromtime to time by the U.S. Department of Housing and Urban Development, as adjusted for family size ("AMI") for the applicable calendar year.
Furthermore, the Borrower shall restrict rents for the Units occupied, or held for occupancy, by Moderate Income Tenants to an amount which does not exceed 30% of 60% of AMI or the applicable imputed income limit (30% to 80%) if using Income Averaging, adjusted forfamily size.
The determination of whether an individual or family is of moderate income will be made at the time a new tenant commences occupancy of a Unit through a review of the self-reported income by the potential tenant on their rental application. In order to avoid displacement, existing tenants as of the date of the acquisition will be grandfathered in and will not be required to be income certified, even if the composition of the household changes. In addition, households will continue to qualify despite increases in income afterthe tenant commences initial occupancy.
( c) Low Income Tenant Provisions. The Borrower represents, warrants, and covenants that fromthe commencement of the Qualified Project Period, no fewerthan 20% of the Units within the Property (the "Low Income Housing Units") shall be occupied (or treated as occupied as provided herein) or held vacant and available foroccupancy by Low Income Tenants.
"Low Income Tenants" means those persons and families who are determined at the time of initial occupancy after the date hereof by the Borrower to have combined adjusted income that does not exceed 50% of AMI for the applicable calendar year.
Furthermore, the Borrower shall restrict rents for the Units occupied, or held for occupancy, by Moderate Income Tenants to an amount which does not exceed 30% of 50% of AMI, adjusted for family size.
The determination of whether an individual or family is of low income will be made at the time a new tenant commences occupancy of a Unit through a review of the self-reported income by the potential tenant on their rental application. In order to avoid displacement, existing tenants as of the date of the acquisition will be grandfathered in and will not be required to be income certified, even if the composition 3 631607v7BR275-199 6.1C ORIGINAL DECLARATION OF RESTRICTED COVENANTS Page 15
of the household changes. In addition, households will continue to qualifydespite increases in income after the tenant commences initial occupancy.
The Borrower may petition the EDA, in writing, to modify the covenants of this Section if, (i) maintaining units at rents affordableto persons at 50% AMI adversely impacts the financial feasibility of the Property, including satisfying any requirements of the Borrower's mortgage lenders; (ii) additional operating subsidy funding is not reasonably available and the Borrower demonstrates commercially reasonable efforts to try to obtain such funding; and (iii) the Property is otherwise in compliance with all the terms of this Declaration. The Borrower's petition shall include the proposed reduction in the number of units subject to the 50% income limit and the new proposed income limit, provided that the proposed income limit shall not exceed 60% of AMI. The petition must contain all material facts and supporting documentation substantiating the Borrower's request. The EDA's approval of the petition shall not be unreasonably denied. If EDA does deny the petition, in whole or in part, the Borrower and the EDA shall meet develop a plan forthe ongoing financialfeasibility of the Property. IfEDA grants Borrower's petition in whole or in part, the EDA and the Borrower will amend this Declaration as necessary.
(d) Compliance with Tax Increment Act. Notwithstanding the foregoing in this Section 3, in order to comply with the Special Laws (as defined inthe Loan Agreement), at least 40% of the Units must be occupied by Moderate Income Tenants without the use of Income Averaging and the Borrower shall restrict rents for the Units occupied, or held for occupancy, by Moderate Income Tenants to an amount which does not exceed 30% of 60% of AMI, adjusted for familysize.
(e) Certificationof Tenant Eligibility. As a condition to initial occupancy, each tenant will be required at the commencement of the initial lease of a Unit to sign and deliver to the Borrower a Certificationof Tenant Eligibility substantially in the form attached as EXHIBITB hereto, or in any other form as may be approved by the EDA (the "Eligibility Certification"), in which the prospective Low Income Tenant or Moderate Income Tenant (collectively, a "Qualifying Tenant") certifies as to qualifyingas low or moderate income. In addition, the person will be required to provide whatever other information, documents, or certifications are reasonably deemed necessary by the EDA to substantiate the Eligibility Certification. Eligibility Certifications will be maintained on file by the Borrower with respect to each tenant who resides in a Unit or resided therein during the immediately preceding calendar year.
(f) Lease. The formoflease to be utilized by the Borrower in renting any Units in the Property to any person who is intended to be a Low Income Tenant or Moderate Income Tenant will provide for termination of the lease and consent by the person to eviction forfailure to qualify as a Qualifying Tenant as a result of any material misrepresentation made by the person with respect to the Eligibility Certification. The Borrower covenants and agrees that during the Qualified Project Period. In addition, the Borrower shall not increase rents above the rents permitted by Section 3(b) above and shall only increase rents upon renewal of lease and, at any rate, will not increase the rent charged to any tenant more than once in any 6- month period. Each lease shall have an initial term of at least 12 months.
(g) Annual Report. The Borrower covenants and agrees that during the term of this Declaration, it will prepare and submit to the EDA on or before January 31 of each year, a certificate substantially in the form of EXHIBIT C hereto, executed by the Borrower, (a) identifying the tenancies and the dates ofoccupancy (or vacancy) forall tenants in the Property, including the percentage ofthe Units of the Property which were occupied by Low Income Tenants or Moderate Income Tenants (or held vacant and available foroccupancy by Low Income Tenants or Moderate Income Tenants) at all times during the year preceding the date of the certificate; (b) describing all transfers or other changes in ownership of the Property or any interest therein; and (c) stating, that to the best knowledge of the person executing the certificateafter due inquiry, all the Units were rented or available for rental on a continuous basis during the year to members of the general public and that the Borrower was not otherwise in default under this
4 631607v7BR275-199 6.1C ORIGINAL DECLARATION OF RESTRICTED COVENANTS Page 16
Declaration during the year. The certificate shall also contain a representation as to the number of Units occupied by Low Income Tenants and the number of Units occupied by Moderate Income Tenants.
(h) Notice of Non-Compliance. The Borrower will immediately notify the EDA if at any time during the term of this Declaration the Units in the Property are not occupied or available foroccupancy as required by the terms of this Declaration.
(i) Section 8 Housing. The Borrower shall accept tenants who are recipients of federal certificatesfor rent subsidies pursuant to the existing program under Section 8 of the United States Housing Act of 1937, as amended, codified as 42 U.S.C. Sections 1401 et seq., or its successor. During the term of this Declaration, the Borrower shall not adopt any policies specifically excluding rental to tenants holding Section 8 certificate/voucher holders. For certificate/voucher holders, the Borrower shall restrict rents to an amount which does not exceed the rent permitted, assuming the total tenant payment does not exceed 40% of the household's monthly adjusted income.
(i) Applicable Standards. For purposes of this Declaration income and rent will be determined in accordance with the rules that apply under Section 42 of the Internal Revenue Code of 1986, as amended, and related regulations (the "Code").
4. Transfer Restrictions. Except fora transfer in accordance with Section l(b), the Borrower covenants and agrees that the Borrower will cause or require as a condition precedent to any conveyance, transfer, assignment, or any other disposition of the Property or any portion thereof or interest therein prior to the termination of the Rental Restrictions and Occupancy Restrictions provided herein (the "Transfer") that the transferee thereof assume in writing, in a form acceptable to the EDA, all duties and obligations of the Borrower under this Declaration, including this Section, in the event of a subsequent Transfer by the transferee prior to expiration of the Rental Restrictions and Occupancy Restrictions provided herein (the "Assumption Agreement"). The Borrower will deliver the Assumption Agreement to the EDA prior to the Transfer.
5. Enforcement.
(a) The Borrower will permit, during normal business hours and upon reasonable advance notice, any duly authorized representative of the EDA to inspect any books and records of the Borrower regarding the Property with respect to the incomes of Qualifying Tenants.
(b) The Borrower will submit any other information, documents or certificationsrequested by the EDA which the EDA deems reasonably necessary to substantial the Borrower's continuing compliance with the provisions specified in this Declaration.
(c) The Borrower acknowledges that the primary purpose for requiring compliance by the Borrower with the restrictions provided in this Declaration is to ensure compliance of the Propertywith the housing affordability covenants set forth in the Loan Agreement, and by reason thereof, the Borrower, in consideration for assistance provided by the .,EDA under the Loan Agreement that makes possible the acquisition and rehabilitation of the Property, hereby agrees and consents that the EDA will be entitled, for any breach of the provisions of this Declaration, and in addition to all other remedies provided by law or in equity, to enforce specific performance by the Borrower of its obligations under this Declaration in a state court of competent jurisdiction. The Borrower hereby further specifically acknowledges that the EDA cannot be adequately compensated by monetary damages in the event of any defaulthereunder.
5 631607v7BR275-199 6.1C ORIGINAL DECLARATION OF RESTRICTED COVENANTS Page 17
(d) The Borrower understands and acknowledges that, in addition to any remedy set forth herein for failure to comply with the restrictions set forthin this Declaration, the EDA may exercise any remedy available to it under the Loan Agreement.
( e) The EDA will have the right to appoint an agent to carryout any of its rights and oversight hereunder, and will informthe Borrower of any agency appointment by written notice.
6. Indemnification. The Borrower hereby indemnifies, and agrees to defend and hold harmless, the EDA fromand against all liabilities, losses, damages, costs, expenses (including attorneys' fees and expenses), causes of action, suits, allegations, claims, demands, and judgments of any nature arising from the consequences of a legal or administrative proceeding or action brought against them, or any of them, on account of any failure by the Borrower to comply with the terms of this Declaration, or on account of any representation or warranty of the Borrower contained herein being untrue.
7. Severability. The invalidity of any clause, part or provision of this Declaration will not affect the validity of the remaining portions thereof.
8. Notices. All notices to be given pursuant to this Declaration must be in writing and will be deemed given when mailed by certifiedor registered mail, return receipt requested, to the parties hereto at the addresses set forthbelow, or to any other place as a party may from time to time designate in writing. TheBorrower and the EDA may, by notice given hereunder, designate any furtheror differentaddresses to which subsequent notices, certificates, or other communications are sent. The initial addresses for notices and other communications are as follows:
To the EDA: Brooklyn Park Economic Development Authority 5200 85th Ave. N. Brooklyn Park, MN 55443 Attention: Executive Director
To theBorrower: AEONBP LLC c/o Aeon 901 North Third Street, Suite 150 Minneapolis, MN 55401 Attn: President
9. GoverningLaw. This Declaration is governed by the laws of the State of Minnesota and, where applicable, the laws of the United States of America.
10. Attorneys' Fees. In case any action at law or in equity, including an action fordeclaratory relief, is brought against theBorrower to enforcethe provisions of this Declaration, theBorrower agrees to pay the reasonable attorneys' feesand other reasonable expenses paid or incurred by the EDA in connection with the action.
11. Declaration Binding. This Declaration and the covenants contained herein will run with the Property and will bind the Borrower andits successors and assigns and all subsequent owners of the Property or any interest therein, and the benefits will inure to the EDA and its successors and assigns until the Tennination Date of this Declaration as provided in Section l(b) hereof.
12. Notice of Sale. In consideration for the Loan, the Borrower agrees to provide the EDA with at least 90 days' prior written notice of any sale of the Property or any portion thereof or interest therein. 6 631607v7BR275-199 6.1C ORIGINAL DECLARATION OF RESTRICTED COVENANTS Page 18 6.1C ORIGINAL DECLARATION OF RESTRICTED COVENANTS Page 19 6.1C ORIGINAL DECLARATION OF RESTRICTED COVENANTS Page 20 6.1C ORIGINAL DECLARATION OF RESTRICTED COVENANTS Page 21 6.1C ORIGINAL DECLARATION OF RESTRICTED COVENANTS Page 22 6.1C ORIGINAL DECLARATION OF RESTRICTED COVENANTS Page 23 6.1C ORIGINAL DECLARATION OF RESTRICTED COVENANTS Page 24 6.1C ORIGINAL DECLARATION OF RESTRICTED COVENANTS Page 25 6.1D RESOLUTION (LOAN & DISBURSING AGREEMENTS) PAGE 26
THE BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN PARK
RESOLUTION #2021-
APPROVING AND AUTHORIZING THE EXECUTION OF AN AMENDED AND RESTATED LOAN AGREEMENT AND AN AMENDED AND RESTATED DISBURSING AGREEMENT FOR THE HUNTINGTON PLACE APARTMENTS PROJECT
WHEREAS, Aeon BP LLC, a Minnesota limited liability company (the “Borrower”), has acquired property known as Huntington Place Apartments located at 5801, 5805, 5809, 5817, 5331, 5841, 5849 73rd Avenue North in the City of Brooklyn Park, Minnesota (the “City”), on which is located an 834-unit multifamily housing development (the “Development”); and
WHEREAS, the Borrower proposed to rehabilitate the existing Development by making certain improvements including, without limitation, security, accessibility and fire safety improvements, critical maintenance, and improvements to community spaces, utility systems and facilities (the “Improvements”); and
WHEREAS, the Brooklyn Park Economic Development Authority (the “EDA”) and the Borrower have heretofore executed a Loan Agreement dated January 30, 2020 (the “Original Loan Agreement”) providing a loan to the Borrower in the amount of $5,000,000 (the “Loan”) in order to make the Improvements more economically feasible and to preserve affordable housing in the City; and
WHEREAS, the EDA, the Borrower, and Commercial Partners Title, LLC (“Title”), entered into a Disbursing Agreement, dated January 30, 2020 (the “Original Disbursing Agreement”), pursuant to which Title agreed to advance Loan proceeds to the Borrower for the Improvements in accordance with the Original Loan Agreement; and
WHEREAS, shortly after entering into the Original Loan Agreement and the Original Disbursing Agreement the COVID-19 health pandemic drastically and unexpectedly shifted the needs of the residents of the Development and the manner in which the Improvements could be implemented to meet the safety, security, and tenant well-being goals of the Borrower and the EDA; and
WHEREAS, the EDA and the Borrower desire to amend and restate the Original Loan Agreement (the “Amended and Restated Loan Agreement”) and amend and restate the Original Disbursing Agreement (the “Amended and Restated Disbursing Agreement”) to better meet such needs and goals; and
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Brooklyn Park Economic Development Authority (the “Board”) as follows:
1. The EDA hereby approves the Amended and Restated Loan Agreement and the Amended and Restated Disbursing Agreement, in substantially the forms presented to the Board, together with any related documents necessary in connection therewith, including without limitation all documents or certifications referenced in or attached to the Amended and Restated Loan Agreement and the Amended and Restated Disbursing Agreement
6.1D RESOLUTION (LOAN & DISBURSING AGREEMENTS) PAGE 27
(collectively, the “Loan Documents”) and hereby authorizes the Executive Director to execute, on behalf of the EDA, the Loan Documents to which the EDA is a party and to carry out, on behalf of the EDA, the EDA’s obligations thereunder when all conditions precedent thereto have been satisfied.
2. The approval hereby given to the Loan Documents includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the EDA and by the officers authorized herein to execute said documents prior to their execution; and said officers are hereby authorized to approve said changes on behalf of the EDA. The execution of any instrument by the appropriate officers of the EDA herein authorized shall be conclusive evidence of the approval of such document in accordance with the terms hereof. This Resolution shall not constitute an offer and the Loan Documents shall not be effective until the date of execution thereof as provided herein. In the event of absence or disability of the authorized officers, any of the documents authorized by this Resolution to be executed may be executed without further act or authorization of the Board by any duly designated acting official, or by such other officer or officers of the Board as, in the opinion of legal counsel to the EDA, may act in their behalf.
3. The authority to approve, execute and deliver future amendments to the Loan Documents and consents required thereunder is hereby delegated to the Executive Director, subject to the following conditions: (a) such amendments or consents do not materially adversely affect the interests of the EDA; (b) such amendments or consents do not contravene or violate any policy of the EDA, or applicable provision of law; and (c) such amendments or consents are acceptable in form and substance to the counsel retained by the EDA to review such amendments. The authorization hereby given shall be further construed as authorization for the execution and delivery of such certificates and related items as may be required to demonstrate compliance with the agreements being amended and the terms of this Resolution. The execution of any instrument by the Executive Director shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. In the absence of the Executive Director any instrument authorized by this paragraph to be executed and delivered may be executed by the officer of the EDA authorized to act in his or her place and stead.
6.1E AMENDED AND RESTATED LOAN AGREMENT Page 28
AMENDED AND RESTATED LOAN AGREEMENT
THIS AMENDED AND RESTATED LOAN AGREEMENT is made this 30th__ day of January______, 20202021 (the “Loan Agreement”), between AEON BP LLC, a Minnesota limited liability company (the “Borrower”), and the BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic of the State of Minnesota (the “Lender”), which amends and restates in all respects the Loan Agreement, between the Borrower and the Lender dated January 30, 2020 (the “Original Loan Agreement”).
RECITALS
WHEREAS, the Borrower has proposed to acquireacquired property known as Huntington Place Apartments located at 5801, 5805, 5809, 5817, 5331, 5841, 5849 73rd Avenue North in the City of Brooklyn Park, Minnesota (the “City”), which property is legally described in EXHIBIT A attached hereto (the “Property”), on which is located an 834-unit multifamily housing development (the “Development”); and
WHEREAS, the Borrower has proposed to rehabilitate the existing 834-unit multifamily housing development on the PropertyDevelopment as further described in SectionSections 5, 7 and 8 hereof (collectively, the “ProjectsImprovements”); and
WHEREAS, the City and the Lender have established within Development District No. 1 (the “Development District”) Tax Increment Financing District No. 15 (“TIF District 15”) pursuant to Minnesota Statutes, Sections 469.174 to 469.1794 (the “TIF Act”) and Minnesota Laws of 1994, Chapter 587, Article 9, Section 20 (the “1994 Special Law”), as amended by Minnesota Laws of 2005, Chapter 152, Article 3, Section 29 (the “2005 Special Law”), and as further amended by Minnesota Laws of 2006, Chapter 259, Article 10, Section 16 (the “2006 Special Law” and, together with the 2005 Special Law and the 1994 Special Law, the “TIF 15 Special Laws”); and
WHEREAS, the TIF 15 Special Laws authorize and require the Lender to spend up to 15% of the tax increment from TIF District 15 for the rehabilitation, acquisition, demolition, and financing of new or existing single family or multifamily housing located anywhere in the City, if the occupants meet certain income qualifications (the “TIF 15 Housing Set Aside”); and
WHEREAS, the City and the Lender have established within the Development District Tax Increment Financing District No. 17 (“TIF District 17”) pursuant to the TIF Act and Minnesota Laws of 1996, Chapter 471, Article 7, Sections 28 through 31 (the “TIF 17 Special Law” and, together with the TIF 15 Special Laws, the “Special Laws”); and
WHEREAS, the TIF 17 Special Law authorizes and requires the Lender to deposit all of the tax increment from TIF District 17 for in excess of the amount needed to pay the costs of relocation of tenants residing in a distressed rental property (as defined in the TIF 17 Special Law) into the TIF 15 Housing Set Aside account (the “TIF 17 Housing Set Aside TIF” and, together with the TIF 15 Housing Set Aside, the “Housing Set Aside TIF”); and
WHEREAS, in order to make the ProjectsImprovements more economically feasible and to preserve affordable housing in the City, the Lender has proposed to make a loan to the Borrower in the amount of $5,000,000 (the “Loan”) from the Housing Set Aside TIF; and 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 29
WHEREAS, in consideration for the Loan, the Borrower will execute and deliver to the Lender a Declaration of Restrictive Covenants, dated as of eventhe date herewith (of the Original Loan Agreement (as amended, the “Declaration of Restrictive Covenants”), setting forth the affordability covenants for the Property; and
WHEREAS, the Loan is secured by a Combination Mortgage, Security Agreement, and Fixture Financing Statement , dated as of eventhe date herewithof the Original Loan Agreement (the “Mortgage”) by the Borrower in favor of the Lender, against the Property, and a Guaranty Agreement (the “Guaranty”) from Aeon (the “Guarantor”) in favor of the Lender.; and
WHEREAS, the Borrower and Lender entered into the Original Loan Agreement on January 30, 2020, and shortly thereafter the COVID-19 health pandemic drastically and unexpectedly shifted the needs of the Property residents and the manner in which the Property could be used to meet the safety, security, and tenant well-being goals of the Borrower and the Lender; and
WHEREAS, the Borrower and the Lender desire to amend and restate the Original Loan Agreement in its entirety as set forth in this Loan Agreement.
ACCORDINGLY, to induce the Lender to make the Loan to the Borrower, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. The Loan Amount. Subject to and upon the terms and conditions of this Loan Agreement, the Lender agrees to make the Loan to the Borrower in the amount of Five Million and 00/100ths Dollars ($5,000,000), or so much thereof as is disbursed to the Borrower in accordance with this Loan Agreement. The Loan shall be evidenced by a Promissory Note, dated as of eventhe date herewithof the Original Loan Agreement (the “Note”), payable by the Borrower to the Lender, which Note shall be secured by the Mortgage and in part by the Guaranty.
2. Repayment of Loan. The Loan shall be repaid with interest as provided in the Note.
3. Disbursement of Loan Proceeds.
(a) The Loan proceeds shallin the amount of $3,500,000 shall be reserved for, and may be disbursed to, or at the direction of, the Borrower to pay or reimburse the Borrower for, costs of the ProjectsPhase I Improvements (as defined in Section 5 hereof) in accordance with this Section 3 and the Disbursing Agreement, of even date herewithdated January 30, 2020 (the “Disbursing Agreement”), between the Lender, the Borrower and Commercial Partners Title, LLC (“Title”).
(b
(b) Loan proceeds in the amount of up to $1,500,000 may concurrently be disbursed to, or at the direction of, the Borrower to pay or reimburse the Borrower for costs of the Phase II Improvements (as defined in Section 7 hereof) and the Phase III Improvements (as defined in Section 8 hereof) in accordance with this Section 3 and the Disbursing Agreement. Additionally, upon completion of the Phase I Improvements, any unused portion of the $3,500,000 reserved for the Phase I Improvements in Section 3(a) hereof may be disbursed to, or at the direction of, the Borrower to pay or reimburse the Borrower for costs of the Phase II Improvements and the Phase III Improvements.
631597v8BR275-199BR275-199-700103.v5 2 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 30
(c) The following events shall be conditions precedent to the disbursement of the Loan proceeds:
(i) the Borrower shall have provided to the Lender evidence of having obtained financing for the acquisition of the Property;
(ii) the Borrower shall have executed and delivered to the Lender on or prior to the date hereofof the Original Loan Agreement, without expense to the Lender, executed copies of this Loan Agreement, the Declaration of Restrictive Covenants, the Disbursing Agreement, the Guaranty, the Mortgage, and the Note;
(iii) the Borrower shall have paid all attorney fees, costs, and expenses incurred by the Lender in connection with this Loan Agreement, the Declaration of Restrictive Covenants, the Disbursing Agreement, the Guaranty, the Mortgage, and the Note then due as provided in Section 11(e) hereof;
(iv) on the date hereof,of the Original Agreement, Title shall have irrevocably committed to issue to Lender an owner’s policy of title insurance with respect to the Property in form and substance approved by Lender;
(v) the conditions to disbursement set forth in Section 2 of the Disbursing Agreement shall have been satisfied;
(vi) no Event of Default under any of this Loan Agreement, the Declaration of Restrictive Covenants, the Disbursing Agreement, the Guaranty, the Mortgage, and the Note shall have occurred and be continuing, unless waived in writing by the Lender in its sole discretion;
(vii) the Borrower shall have submitted a short and long-term staffing plan for the Property to, and obtained the approval thereof from, the Executive Director of the Lender, or his or her designee; and
(viii) as applicable with respect to each disbursement, the Borrower shall have received or the Lender shall have determined that the Borrower will receive all necessary rezoning, variances, conditional use permits, building permits and other permits, and subdivision, site plan and other approvals needed to permit the construction of a Projectan Improvement for which funds are requested;
(d) Commencing in March, 2021, and in each calendar month thereafter until the earlier of the date the Improvements have been completed or this Loan Agreement has been terminated, the Borrower shall meet with the Executive Director of the Lender, or his or her designee (the “Monthly Meeting”) and provide the Lender with monthly status reports on the Improvements including, but not limited to, updates on (i) the amount spent and estimated to be spent on the Improvements, (ii) Pilot Improvements (as defined in Section 5) and the results thereof, (iii) turnover of dwelling units in the Property (“Units”), (iv) progress on in-Unit repairs, (v) any proposed changes to the budget, timeline and priority list for the Improvements attached as EXHIBIT C attached hereto (as amended from time to time as provided herein, the “Budget and Priorities”) and (vi) evidence of the Borrower’s expenditures for costs of Improvements in accordance with the Budget and Priorities. Any amendment to the Budget and Priorities shall be approved by the Executive Director of the Lender, or his or her designee, and shall be set forth in writing executed by the Executive Director of the Lender, or his or her designee, to evidence his
631597v8BR275-199BR275-199-700103.v5 3 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 31
or her approval, provided that Borrower may adjust any individual line item by 10% without approval of the Executive Director as long as the requirement of Section 7(c) will be satisfied. No further disbursement of Loan proceeds shall occur unless a Monthly Meeting has occurred within the 35-day period prior to such proposed disbursement, unless the Executive Director of the Lender, or his or her designee, does not agree to meet within 60 days of a request from Borrower, in which case the pending disbursement shall be deemed to be approved.
(e) Subject to meeting the conditions for disbursement, the Lender will disburse the Loan proceeds substantially in accordance with the amounts allocated in the Budget and Priorities and subject to evidence that the Borrower’s actual or projected expenditures of its own funds, together with the proceeds of the Loan, in accordance with the Budget and Priorities for Phase I Improvements and Phase II Improvements will result in an investment of Loan proceeds and Borrower funds in Phase I Improvements and Phase II Improvements equal to at least $10,000 per Unit.
4. Representations and Warranties. The Borrower represents and warrants to the Lender that:
(a) The Borrower is a limited liability company duly organized and existing in good standing under the laws of the State of Minnesota.
(b) The Borrower is duly authorized and empowered to execute, deliver, and perform this Loan Agreement, the Note, the Declaration of Restrictive Covenants, the Disbursing Agreement, and the Mortgage and to borrow money from the Lender.
(c) The execution and delivery of this Loan Agreement, and the performance by the Borrower of its obligations hereunder, do not and will not violate or conflict with any provision of law or the operating agreement of the Borrower and do not and will not violate or conflict with, or cause any default or event of default to occur under, any agreement binding upon the Borrower.
(d) The execution and delivery of this Loan Agreement has been duly approved by all necessary action of the Borrower, and this Loan Agreement has in fact been duly executed and delivered by the Borrower and constitutes its lawful and binding obligation, legally enforceable against it.
(e) The Borrower warrants that it shall keep and maintain books, records, and other documents relating directly to the receipt and disbursements of Loan proceeds and that any duly authorized representative of the Lender shall, at all reasonable times, have access to and the right to inspect, copy, audit, and examine all such books, records, and other documents of the Borrower respecting the Loan until the completion of all closeout procedures and the final settlement and conclusion of all issues arising out of this Loan.
(f) The Borrower warrants that it has fully complied with all applicable state and federal laws pertaining to its business and will continue said compliance throughout the term of this Loan Agreement. If at any time the Borrower receives notice of noncompliance from any governmental entity, the Borrower agrees to take any necessary action to comply with the state or federal law in question.
(g) The Borrower will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of
631597v8BR275-199BR275-199-700103.v5 4 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 32
all applicable local, state, and federal laws and regulations which must be obtained or met for the completion of the ProjectsImprovements and operation of the PropertyDevelopment.
(h) The Borrower will not increase the number of Units on the Property without the prior written consent of the City and the Lender.
5. Phase I Minimum Improvements. Not later than 18 months after the date hereof, theThe Borrower shall complete the following improvements to the Property by no later than December 31, 2023, except as otherwise provided herein (each aan “ProjectImprovement” and, collectively, the “ProjectPhase I Improvements” and, together with the Phase II Improvements and Phase III Improvements as hereinafter defined, the “Improvements”):
(a) InstallNot later than June 30, 2021, install cameras which provide verifiable video surveillance in all buildings and around the Property which are accessible by local law enforcement officials according to a plan submitted and reasonably satisfactory to the Executive Director of the Lender, or his or her designee;
(b) Install electronic locks (FOBs) for outside entrances enhanced with alarms or security measures that ring to an on-site officealert staff when left open and may include the use of cameras, reinforced door structures, or timing controls that result in secure building entries reasonably satisfactory to the Executive Director of the Lender, or his or her designee as identified in the Budget and Priorities, as amended;
(c) Install the following fire safety improvements: (i) new Knox, or similar, brand key boxes for all buildings and wireless communicator (or phone line) for monitored fire alarms, (ii) local alarms on hallway fire extinguisher cabinets, (iii) installation of improved cabinetry and ventilation systems in each Unit that will allow for the installation of automatic cooking extinguishing devices in each Unit as it becomes available or concurrent with Phase II Improvements or Phase III Improvements to be completed within such Unit (but by no later than December 31, 2023);
(d) Construct at least one community roomspace and leasing office, or combination thereof, in each of the 6 apartment buildings on the Property in accordance with plans, specifications, drawings and related documents for the construction of each such Project (the “Construction Plans”)Improvement, which the Borrower shall have submitted to the Executive Director of the Lender, or his or her designee; and
(e) CompleteNot later than December 31, 2021, complete the critical maintenance items listed on the Physical Needs Assessment (the “PNA”) dated December 13, 2019 prepared by LJM Group, Inc.
Not later than 3 months after the date hereofof the Original Loan Agreement, the Borrower shall commence the physical improvement of the Property in connection with at least one of the foregoing ProjectsImprovements.
Not later than December 31, 2021, the Borrower shall conduct pilot tests to assess the efficacy of each of the Improvements described in clauses (b) through (d) above with respect to the safety, security and tenant well-being goals of this Loan Agreement (“Pilot Improvements”). Notwithstanding the requirements of this Section 5, the Borrower may propose, for the Lender’s consideration, alternative solutions to the Improvements set forth in clauses (b) through (d) above that satisfy the safety, security and tenant well-being goals of this Loan Agreement. Each such alternative solution to the Improvements
631597v8BR275-199BR275-199-700103.v5 5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 33
set forth in clauses (b) through (d) above is subject to approval by the Executive Director of the Lender, or his or her designee, based on a determination that such alternative Improvement satisfies the applicable safety, security and tenant well-being goals of this Loan Agreement and such approval shall be reflected in an update to the Budget and Priorities executed by the Executive Director of the Lender, or his or her designee, to evidence his or her approval.
6. Operational Requirements.
(a) Commencing not later than 3 months after the date hereofof the Original Loan Agreement and for as long as the Borrower owns or operates the Property, the Borrower shall post and adhere to a regular schedule of staffing of each of the 6 apartment buildings on the Property;
(b) Commencing not later than 3 months after the date hereofof the Original Loan Agreement and for as long as the Borrower owns or operates the Property, the Borrower shall employ on-site managers/caretakers in each of the 6 apartment buildings on the Property and shall notify the Executive Director of the Lender, or his or her designee when hiring and replacing on-site managers/caretakers;
(c) Commencing as of the date hereofof the Original Loan Agreement and for as long as the Borrower owns or operates the Property, the Borrower shall support Youth Outreach Workers and permit Youth Outreach Workers to continue to work on the Property in cooperation with the City Parks and Recreation Department through Zanewood Park and Recreation Center;
(d) Not later than 6 months after the date hereofof the Original Loan Agreement the Borrower shall develop a resident support service plan for the Property, in collaboration with local housing stakeholders reasonably acceptable to the Executive Director of the Lender, or his or her designee;
(e) Not later than 3 months after the date hereofof the Original Loan Agreement the Borrower shall have submitted a tenant screening process for the Property to the Executive Director of the Lender, or his or her designee;
(f) Not later than 3 months after the date hereofof the Original Loan Agreement the Borrower shall submit a crime reduction strategy (security plan) plan for the Property reasonably acceptable to the Executive Director of the Lender, or his or her designee, that:
(i) follows the Crime Free Drug Free Lease addendum, the “Conduct on Rental Property” ordinances, and all rental licensing requirements;
(ii) requires all on-site managers attend crime free housing training;
(iiiii) includes a method for verifiable video surveillance; and
(iiiiv) includes posted rules and enforcement of such rules;
(g) Commencing as of the date hereofof the Original Loan Agreement and for as long as the Borrower owns or operates the Property, the Borrower shall operate the Property in compliance with the City’s Mixed-Income Housing Policy, Tenant Notification Policy and other applicable City policies;
631597v8BR275-199BR275-199-700103.v5 6 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 34
(h) The Borrower agrees to comply at all times during the Qualified Project Period (as defined in the Declaration of Restrictive Covenants) with the requirements of the Declaration of Restrictive Covenants. The terms of the Declaration of Restrictive Covenants are incorporated herein by reference;
(i) Prior to the payment in full of the Loan, the Borrower shall not make any transfer, sale, assignment, conveyance, lease, or transfer in any other mode, of all or any portion of its right, title and interest in the Property, without the prior written consent of the Lender other than leases to residential tenants of Units within the Property, a transfer permitted by Section 1(b) of the Declaration, or a transfer to an entity owned or controlled by the Borrower; and
(j) Borrower agrees for itself, its successors and assigns, that in addition to the obligation pursuant to statute to pay real estate taxes, it is also obligated by reason of this Loan Agreement to pay before delinquency all real estate taxes assessed against the Property and any improvements, provided the Borrower may contest the amount of real estate taxes by appropriate proceeding in accordance with Minnesota law. The Borrower acknowledges that this obligation creates a contractual right on behalf of the Lender, prior to the payment in full of the Loan, to sue the Borrower or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the county auditor. In any such suit in which the Lender is the prevailing party, the Lender shall also be entitled to recover its costs, expenses and reasonable attorney fees. The Borrower further agrees that so long as it owns all or any portion of the Property:
(i) It will not cause a reduction in the real property taxes paid in respect of the Property through: (A) willful destruction of the Development Property or any part thereof; or (B) willful refusal to reconstruct damaged or destroyed property; and
(ii) It will not apply for an exemption from or a deferral of property tax on the Property pursuant to any law, or transfer or permit transfer of the Property to any entity whose ownership or operation of the property would result in the Property being exempt from real property taxes under State law; provided, however, the Borrower may apply for and obtain designation of the Property as low-income rental property classified as “4d” under Minn. Stat. 273.13, subdivision 25 (“4d Classification”); and
(k) Not later than 60 months after the date hereofof the Original Loan Agreement the Borrower shall complete a 30-year capital needs assessment and reinvestment plan and shall operate the Property substantially in accordance with such reinvestment plan, subject to changes approved by the EDA, which approval shall not be unreasonably withheld.
(l) Unless waived by the EDA, the Borrower shall support the establishment and operations of a resident councils, if any, established by residents of the Property.
(m) Not later than 12 months after the date hereofof the Original Loan Agreement and at least once per calendar year thereafter, the Borrower shall provide an annual training session on tenant rights to residents of the Property.
(n) The Borrower shall establish procedures to accept multiple methods of payment and shall cooperate with residents of the Property to develop reasonable payment plans, as necessary.
631597v8BR275-199BR275-199-700103.v5 7 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 35
(o) Not later than three (3) months after the date hereofof the Original Loan Agreement and, during the term of this Loan Agreement, Borrower shall have (i) its employees, (ii) employees of its management company, or (iii) individuals provided by a third party pursuant to an agreement with Borrower or its management company, collectively provide at least the hours of two full-time employees dedicated to resident connection and support focused on connecting residents of the Property with resources, including in connection with relocations due to over-occupancy.
(p) The Borrower shall work proactively to connect residents of the Property who are in need of services, particularly those facing displacement, with housing navigators, housing resource organizations, advocacy groups, and other appropriate service providers and reasonably facilitate the efforts of such service providers to assist residents of the Property.
(q) Subject to the requirement of Section 6(f), not later than 3 months after the date hereofof the Original Loan Agreement the Borrower shall establish a procedure to minimize displacement of residents of the Property, including without limitation displacements that could be triggered by changes in lease provisions initiated by the Borrower.
7. Phase II Minimum Improvements. The Borrower shall complete, not later than 72 months after the date hereofof the Original Loan Agreement, the following improvements to the Property (each an “Improvement” and, collectively, the “Phase II Improvements”):
(a) Undertake a full evaluation of long-term fire suppression needs, develop a remediation plan to address such needs in coordination with the Fire Chief, and complete all financially feasible improvements identified in such remediation plan;
(b) Undertake a full evaluation of compliance with American with Disabilities Act (ADA), develop a remediation plan to address any noncompliance and complete all financially feasible improvements identified in such remediation plan; and
(c) Undertake additional improvements to the Property such that those improvementsthe Phase II Improvements plus the Projects listed in Section 5Phase I Improvements equal an investment by the Borrower, together with the proceeds of the Loan, totaling at least $10,000/dwelling unit. per Unit; and
8. Phase III Minimum Improvements. The Borrower shall pursue funding, and submit to the EDA evidence of its efforts to obtain such funding, in an amount sufficient to be able to complete, not later than 60 months after the date hereofof the Original Loan Agreement, the following improvements to the Property (each an “Improvement” and, collectively, the “Phase III Improvements”):
(a) Create greater diversity of unitUnit size offerings by converting and/or adding 2-and 3-bedroom Units on the Property; provided that the Borrower shall have obtained all necessary rezoning, variances, conditional use permits, building permits and other permits, and subdivision, site plan and other approvals needed to permit the renovation or construction of any Units and shall have obtained prior written approval from the City and the Lender for any additional Units in accordance with Section 4(i) hereof;
(b) Modify exterior of buildings and site plan to create more community gathering spaces and a better sense of place; provided that the Borrower shall have obtained all necessary rezoning, variances, conditional use permits, building permits and other permits, and subdivision, site plan and other approvals needed to permit the renovation or construction of the Property;
631597v8BR275-199BR275-199-700103.v5 8 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 36
(c) Divide each of the 6 apartment buildings on the Property into at least two wings; provided that the Borrower shall have obtained all necessary rezoning, variances, conditional use permits, building permits and other permits, and subdivision, site plan and other approvals needed to permit the renovation or construction of the Property;
(d) All improvements identified in the long-term fire suppression remediation plan developed pursuant to Section 7(a) to the extent not completed as part of the Phase II Improvements; and
(be) All improvements identified in the American with Disabilities Act (ADA), noncompliance remediation plan developed pursuant to Section 7(b) to the extent not completed as part of the Phase II Improvements.
9. Event of Default by Borrower. The following shall be “Events of Default” under this Loan Agreement:
(a) any breach or failure of Borrower to perform any term or condition of this Loan Agreement, the Note, the Declaration of Restrictive Covenants, the Disbursing Agreement, or the Mortgage and such failure continues for 30 days after the Lender has given written notice to the Borrower specifying such default or breach unless the Lender agrees in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, the Lender will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Borrower within the applicable period and is being diligently pursued until the default is corrected, but no such extension shall be given for a default that can be cured solely by the payment of money (i.e., payment of taxes, insurance premiums, or other amounts required to be paid hereunder);
(b) any representation or warranty made by the Borrower herein or in any document, instrument, or certificate given in connection with this Loan Agreement, is materially false when made; or
(c) either the Borrower or the Guarantor is dissolved, liquidated, or wound up, or fails to maintain its existence as a going concern in good standing (excepting reorganizations, consolidations and/or mergers into or with affiliates owned by, owning or under common control of or with such entity or into the parent of such entity, provided the succeeding organization assumes and accepts such entity’s obligations hereunder or under the Guaranty, as applicable).
10. Lender’s Remedies upon Borrower’s Default. Upon an Event of Default by the Borrower and after receipt of written notice from the Lender, the Lender shall, subject to the terms of the Note, have the right to exercise any or all of the following remedies (and any other rights and remedies available to it):
(a) declare the principal amount of the Loan and any accrued interest thereon to be immediately due and payable upon providing written notice to Borrower;
(b) suspend or terminate its performance under this Loan Agreement and the Disbursing Agreement;
(c) suspend its obligation to advance any further amounts under the Note. Notwithstanding anything to the contrary contained herein or in any other instrument evidencing or securing the Loan, the Lender may exercise the foregoing remedy upon the occurrence of an
631597v8BR275-199BR275-199-700103.v5 9 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 37
event that would constitute such an Event of Default but for the requirement that notice be given or that a period of grace or time elapse
(d) take any action to enforce the Guaranty;
(e) foreclose the Mortgage and proceed against the collateral described therein; and
(f) take any action provided for at law to enforce compliance by the Borrower with the terms of this Loan Agreement or the Declaration of Restrictive Covenants.
11. Lender’s Costs of Enforcement of Loan Agreement. If an Event of Default has occurred as provided herein, then upon demand by the Lender, the Borrower will pay or reimburse the Lender for all expenses, including all reasonable fees and disbursements of legal counsel, incurred by the Lender in connection with the enforcement of this Loan Agreement, or in connection with the protection or enforcement of the interests of the Lender in any litigation or bankruptcy or insolvency proceeding or in any action or proceeding relating in any way to the transactions contemplated by this Loan Agreement.
12. Miscellaneous.
(a) Waiver. The performance or observance of any promise or condition set forth in this Loan Agreement may be waived only in writing. No delay in the exercise of any power, right or remedy operates as a waiver thereof, nor shall any single or partial exercise of any other power, right or remedy.
(b) Assignment. This Loan Agreement shall be binding upon the Borrower and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns. All rights and powers specifically conferred upon the Lender may be transferred or delegated by the Lender to any of its successors and assigns. The Borrower’s rights and obligations under this Loan Agreement may be assigned only when such assignment is approved in writing by the Lender.
(c) Law Governing; Other Matters. This Loan Agreement shall be governed by the substantive laws of the State of Minnesota. If any provision or application of this Loan Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability shall not affect other provisions or applications which can be given effect, and this Loan Agreement shall be construed as if the unlawful or unenforceable provision or application had never been contained herein or prescribed hereby. All representations and warranties contained in this Loan Agreement or in any other agreement between the Borrower and the Lender shall survive the execution, delivery and performance of this Loan Agreement and the creation and payment of any indebtedness to the Lender. The Borrower waives notice of the acceptance of this Loan Agreement by the Lender.
(d) Notice. All notices required hereunder shall be given by depositing in the U.S. mail, postage prepaid, certified mail, return receipt requested, to the following addresses (or such other addresses as either party may notify the other):
To the Lender: Brooklyn Park Economic Development Authority 5200 85th Ave. N. Brooklyn Park, MN 55443 Attention: Executive Director
631597v8BR275-199BR275-199-700103.v5 10 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 38
To the Borrower: Aeon BP LLC c/o Aeon 901 North Third Street, Suite 150 Minneapolis, MN 55401 Attn: President
(e) Borrower to Pay Lender’s Fees and Expenses. The Borrower will pay all of the Lender’s reasonable Administrative Costs (as defined below) and must pay such costs to the Lender within 30 days after receipt of a written invoice from the Lender describing the amount and nature of the costs to be reimbursed. For the purposes of this Loan Agreement, the term “Administrative Costs” means out of pocket costs incurred by the Lender together with staff and consultant (including reasonable legal, financial advisor, etc.) costs of the Lender, all attributable to or incurred in connection with the review, negotiation and preparation of this this Loan Agreement, the Declaration of Restrictive Covenants, the Disbursing Agreement, the Guaranty, the Mortgage, and the Note (together with any other agreements entered into between the parties hereto contemporaneously therewith) and review and approvals of other documents and agreements in connection with the ProjectsProperty, the Development and the Improvements. In addition, certain engineering, environmental advisor, legal, land use, zoning, subdivision and other costs related to the development of the Development Property are required to be paid, or additional funds deposited in escrow, as provided in accordance with the City’s planning, zoning, and building fee schedules. The parties agree and understand that Borrower deposited with the Lender $10,000 toward payment of the Lender’s Administrative Costs. If such costs exceed such amount, then at any time, but not more often than monthly, the Lender will deliver written notice to Borrower setting forth any additional fees and expenses, together with suitable billings, receipts or other evidence of the amount and nature of the fees and expenses, and Borrower agrees to pay all fees and expenses within 30 days of Lender’s written request. Any unused amount of such deposit shall be returned to the Borrower.
(f) This Loan Agreement terminates on the earlier of (a) the end of the Qualified Project Period as defined in the Declaration (January 30, 2050); or (b) the date this Loan Agreement is terminated in accordance with Section 9 hereof; provided however Sections 11(e), and 12 shall survive any rescission, termination or expiration of this Loan Agreement with respect to or arising out of any event, occurrence or circumstance existing prior to the date thereof; and provided further that no such termination will terminate the obligation to repay the Loan (or outstanding amount thereof) in accordance with the Note until such amount is paid in full.
13. Indemnification. The Borrower shall and does hereby agree to indemnify against and to hold the Lender, and its officers, agents, and employees, harmless of and from any and all liability, loss, or damage which it may or might incur by reason of or arising from any and all claims and demands whatsoever which may be asserted against it by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained herein. Should the Lender, or its officers, agents, or employees incur any such liability or be required to defend against any such claims or demands, or should a judgment be entered against the Lender, the amount thereof, including costs, expenses, and reasonable attorneys’ fees, shall bear interest thereon at the rate then in effect on the Note, shall be added to the Loan, and the Borrower shall reimburse the Lender for the same immediately upon demand, and upon the failure of the Borrower so to do, the Lender may declare the Loan immediately due and payable.
631597v8BR275-199BR275-199-700103.v5 11 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 39
14. Insurance.
(a) The Borrower will provide and maintain or cause its contractor to maintain, as applicable during the process of constructing the ProjectsImprovements, Broad Form Insurance Policy or Policies and, from time to time during that period, at the request of the Lender, furnish the Lender with appropriate certificates of insurance covering the following:
(i) Builder’s risk insurance, written on the so-called “Builder’s Risk - Completed Value Basis,” in an amount equal to 100% of the insurable value of the Improvements at the date of completion, and with coverage available in nonreporting form on the so-called “all risk” form of policy;
(ii) Commercial general liability insurance (including operations of subcontractors, completed operations and contractual liability insurance) with limits against bodily injury and property damage of not less than $2,000,000 for each occurrence, and shall be endorsed if necessary to show the City and Lender as additional insureds (to accomplish the above-required limits, an umbrella excess liability policy may be used); and
(iii) Workers’ compensation insurance, with statutory coverage.
(b) The Borrower shall maintain, at its cost and expense, and from time to time at the request of the Lender shall furnish proof of the payment of premiums on, insurance as follows:
(i) Property insurance against physical loss and/or damage to the Improvements under a policy or policies covering such risks as are ordinarily insured against by similar businesses.
(ii) Commercial general public liability insurance, including personal injury liability, against liability for injuries to persons and/or property, in the minimum amount for each occurrence and for each year of $2,000,000 and shall be endorsed to show the City and Lender as additional insureds (to accomplish the above-required limits, an umbrella excess liability policy may be used).
(iii) Such other insurance, including workers’ compensation insurance respecting all employees of Borrower, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure.
(c) All insurance required in this Section 13 shall be taken out and maintained in responsible insurance companies selected by the Borrower that are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Borrower will deposit annually with the Lender a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. The Borrower shall give written notice to the Lender at least 30 days before the effective date of any cancellation or modification which reduces the coverage provided below the amounts required herein. In lieu of separate policies, Borrower may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event Borrower shall deposit with the Lender a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Property.
631597v8BR275-199BR275-199-700103.v5 12 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 40
(d) The Borrower agrees to notify the Lender within 10 Business Days in the case of damage exceeding $500,000 in amount to, or destruction of, the Property or any portion thereof resulting from fire or other casualty. In such event the Borrower will forthwith repair, reconstruct, and restore the Property to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction, and restoration, the Borrower will apply the net proceeds of any insurance relating to such damage received by the Borrower to the payment or reimbursement of the costs thereof.
The Borrower shall complete the repair, reconstruction and restoration of the Improvements, regardless of whether the net proceeds of insurance received by the Borrower for such purposes are sufficient to pay for the same. Any net proceeds remaining after completion of such repairs, construction, and restoration shall be the property of the Borrower.
15. Cure Rights. Any member or partner of the Borrower shall have the right, but not the obligation, to cure any Event of Default by the Borrower under this Loan Agreement or any default under the Note, the Declaration of Restrictive Covenants, the Disbursing Agreement, or the Mortgage, and the Lender shall accept performance by the member or partner of the Borrower of any obligation of the Borrower thereunder as though tendered by the Borrower itself, provided such performance by the member or partner of the Borrower has occurred during the applicable cure period, if any, provided to the Borrower thereunder with respect to such default or Event of Default.
16. Subordination. The Lender agrees to execute a Subordination Agreement in the form attached hereto as EXHIBIT B.
17. Amendments. Any subordination agreements and all amendments to this Loan Agreement, the Note, the Declaration of Restrictive Covenants, and the Mortgage must be approved by the Board of the Lender.
631597v8BR275-199BR275-199-700103.v5 13 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 41
IN WITNESS WHEREOF, the undersigned officers of the Lender and the Borrower have executed this Loan Agreement as of the date and year first written above.
BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY
By Its Executive Director
631597v8BR275-199BR275-199-700103.v5 S- 1 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 42
Execution page of Borrower to the Loan Agreement, dated as of the date and year first written above.
AEON BP LLC
By Alan Arthur Its President
631597v8BR275-199BR275-199-700103.v5 S- 2 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 43
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Land situated in the City of Brooklyn Park in the County of Hennepin in the State of Minnesota
That part of the East Half of the Southwest Quarter of Section 28, Township 119, Range 21 lying North of the South 633 feet thereof except the following described tracts:
That part of the Southeast Quarter of the Southwest Quarter of said Section 28, lying South of a line which is parallel to and 30 feet South of the following described line:
Commencing at a point on the East line of said Southeast Quarter of the Southwest Quarter distant 1,151.10 feet North of the Southeast corner thereof; thence West parallel with the South line of said Southeast Quarter of the Southwest Quarter a distance of 874.18 feet; thence Northwesterly on a tangential circular curve having a central angle of 11 degrees 32 minutes 23 seconds and a radius of 1,500.00 feet for a distance of 302.11 feet; thence Northwesterly on a line tangential to said curve, to its intersection with the West line of said Southeast Quarter of the Southwest Quarter and there terminating; also lying West of the East 355 feet thereof.
The West 333 feet of the East Half of the Southwest Quarter of said Section 28 lying North of the South 1173 feet and lying South of the North 548 feet thereof.
The West 333 feet of that part of the Southeast Quarter of the Southwest Quarter of Section 28, Township 119, Range 21, lying North of a line which is parallel with and 30 feet South of the following described line:
Commencing at a point on the East line of said Southeast Quarter of the Southwest Quarter, distant 1,151.10 feet North of the Southeast corner thereof; thence West parallel with the South line of said Southeast Quarter of the Southwest Quarter, a distance of 874.18 feet; thence Northwesterly on a tangential circular curve, having a central angle of 11 degrees 32 minutes 23 seconds and a radius of 1,500.00 feet for a distance of 302.11 feet; thence Northwesterly on a line tangent to said curve to its intersection with the West line of said Southeast Quarter of the Southwest Quarter and there terminating; and lying South of the North line of the South 1,173.00 feet thereof, and lying East of Zane Avenue North.
That part of the East Half of the Southwest Quarter of Section 28, Township 119, Range 21, Hennepin County, Minnesota described as follows:
Commencing at the Northeast corner of said East Half of the Southwest Quarter; thence Southerly along the East line of said East Half of the Southwest Quarter to its intersection with the North line of the South 633 feet of said East Half of the Southwest Quarter said intersection being the point of beginning of the tract of land to be described; thence Westerly along said North line, to the West line of the East 355 feet of said East Half of the Southwest Quarter; thence Northerly, along the said West line to its intersection with a line drawn parallel to and 1,121.10 feet North of the South line of said East Half, as measured along the East line of said East Half of the Southwest Quarter; thence Easterly, along said parallel line, 355.10 feet to its intersection with the East line of said East Half; thence South, along said East line of East Half to the point of beginning. Hennepin County, Minnesota
A- 1 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 44
A- 2 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 45
EXHIBIT B
FORM OF SUBORDINATION AGREEMENT
Prepared by, and after recording return to: Faegre Baker Daniels LLP (AMC) 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402
SUBORDINATION AGREEMENT
GOVERNMENTAL ENTITY
Property Name: Huntington Place Apartments
US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 46
SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT (“Agreement”) is entered into as of January ____, 2020, by and between (i) NEF PRESERVATION MORTGAGE LOAN FUND I LP, a Delaware limited partnership (“Senior Lender”) and (ii) BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic of the State of Minnesota (“Subordinate Lender”).
RECITALS
A. Aeon BP LLC, a limited liability company organized under the laws of Minnesota (“Borrower”) is the owner of certain land located in Hennepin County, Minnesota, described in Exhibit A (“Land”). The Land is improved with a multifamily rental housing project (“Improvements”).
B. Senior Lender has made or is making a loan to Borrower in the original principal amount of $72,515,000.00 (“Senior Loan”) upon the terms and conditions of a Loan Agreement dated as of January ____, 2020 between Senior Lender and Borrower (“Senior Loan Agreement”) in connection with the Mortgaged Property. The Senior Loan is secured by a Mortgage, Assignment of Rents, Security Agreement and Fixture Financing Statement dated as of the date of the Senior Loan Agreement (“Senior Mortgage”) encumbering the Land, the Improvements and related personal and other property described and defined in the Senior Mortgage as the “Mortgaged Property.”
C. Pursuant to a Loan Agreement dated January ___, 2020 between Subordinate Lender and Borrower (“Subordinate Loan Agreement”), Subordinate Lender has made or is making a loan to Borrower in the original principal amount of $5,000,000.00 (“Subordinate Loan”). The Subordinate Loan is or will be secured by a Mortgage dated January ___, 2020 (“Subordinate Mortgage”) encumbering all or a portion of the Mortgaged Property.
D. The Senior Mortgage will be recorded in the Office of the County Recorder for Hennepin County, Minnesota (“Recording Office”). The Subordinate Mortgage will also be recorded in the Recording Office.
E. The execution and delivery of this Agreement is a condition of Senior Lender’s making of the Senior Loan.
AGREEMENT
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
1. Definitions. The following terms, when used in this Agreement (including, as appropriate, when used in the above recitals), will have the following meanings:
The terms “Condemnation,”“Imposition Deposits,”“Impositions,”“Leases,”“Rents” and “Restoration,” as well as any term used in this Agreement and not otherwise defined in this Agreement, will have the meanings given to those terms in the Senior Loan Agreement.
US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 47
“Bankruptcy Proceeding” means any bankruptcy, reorganization, insolvency, composition, restructuring, dissolution, liquidation, receivership, assignment for the benefit of creditors, or custodianship action or proceeding under any federal or state law with respect to Borrower, any guarantor of any of the Senior Indebtedness, any of their respective properties, or any of their respective partners, members, officers, directors, or shareholders.
“Borrower” means all persons or entities identified as “Borrower” in the first Recital of this Agreement, together with their successors and assigns, and any other person or entity who acquires title to the Mortgaged Property after the date of this Agreement; provided that the term “Borrower” will not include Senior Lender if Senior Lender acquires title to the Mortgaged Property.
“Casualty” means the occurrence of damage to or loss of all or any portion of the Mortgaged Property by fire or other casualty.
“Enforcement Action” means any of the following actions taken by or at the direction of Subordinate Lender: the acceleration of all or any part of the Subordinate Indebtedness, the advertising of or commencement of any foreclosure or trustee’s sale proceedings, the exercise of any power of sale, the acceptance of a deed or assignment in lieu of foreclosure or sale, the collecting of Rents, the obtaining of or seeking of the appointment of a receiver, the seeking of default interest, the taking of possession or control of any of the Mortgaged Property, the commencement of any suit or other legal, administrative, or arbitration proceeding based upon the Subordinate Note or any other of the Subordinate Loan Documents, the exercising of any banker’s lien or rights of set-off or recoupment, or the exercise of any other remedial action against Borrower, any other party liable for any of the Subordinate Indebtedness or obligated under any of the Subordinate Loan Documents, or the Mortgaged Property.
“Enforcement Action Notice” means a Notice given from Subordinate Lender to Senior Lender following one or more Subordinate Mortgage Default(s) and the expiration of any applicable notice or cure periods, setting forth in reasonable detail the Subordinate Mortgage Default(s) and the Subordinate Loan Enforcement Actions proposed to be taken by Subordinate Lender.
“Lien” means any lien, encumbrance, estate or other interest, recorded against or secured by the Mortgaged Property.
“Loss Proceeds” means all monies received or to be received under any insurance policy, from any condemning authority, or from any other source, as a result of any Condemnation or Casualty.
“Notice” means all notices, requests, demands, consents, approvals or other communication pursuant to this Agreement provided in accordance with the provisions of Section 10.
“Regulatory Agreement” means the Declaration of Restrictive Covenants between Borrower and Subordinate Lender to be recorded in the Recording Office of Hennepin County, Minnesota.
“Senior Indebtedness” means the “Indebtedness” as defined in the Senior Loan Agreement.
Subordination Agreement –– Governmental Entity Page 2 US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 48
“Senior Lender” means the “Lender” as defined in the Senior Mortgage. When any other person or entity becomes the legal holder of the Senior Note, such other person or entity will automatically become Senior Lender.
“Senior Loan Documents” means the “Loan Documents” as defined in the Senior Loan Agreement, as such documents may be amended.
“Senior Mortgage Default” means any act, failure to act, event, condition, or occurrence which constitutes, or which with the giving of Notice or the passage of time, or both, would constitute, an “Event of Default” as defined in the Senior Loan Agreement.
“Senior Note” means the promissory note or other evidence of the Senior Indebtedness and any replacement of the Senior Note.
“Subordinate Indebtedness” means all sums evidenced or secured or guaranteed by, or otherwise due and payable to Subordinate Lender pursuant to, the Subordinate Loan Documents.
“Subordinate Lender” means the person or entity named as such in the first paragraph of this Agreement and any other person or entity who becomes the legal holder of the Subordinate Note after the date of this Agreement.
“Subordinate Loan Documents” means the Subordinate Mortgage, the Subordinate Note, the Subordinate Loan Agreement, the Regulatory Agreement and all other documents at any time evidencing, securing, guaranteeing, or otherwise delivered in connection with the Subordinate Indebtedness, as such documents may be amended.
“Senior Loan Enforcement Action” means any of the following actions taken by or at the direction of Senior Lender: the acceleration of all or any part of the Senior Indebtedness, the advertising of or commencement of any foreclosure or trustee’s sale proceedings, the exercise of any power of sale, the acceptance of a deed or assignment in lieu of foreclosure or sale, the obtaining of or seeking of the appointment of a receiver, the taking of possession or control of any of the Mortgaged Property, the commencement of any suit or other legal, administrative, or arbitration proceeding based upon the Senior Note or any other of the Senior Loan Documents, the exercising of any banker’s lien or rights of set-off or recoupment, or the exercise of any other remedial action against Borrower, any other party liable for any of the Senior Indebtedness or obligated under any of the Senior Loan Documents, or the Mortgaged Property.
“Senior Loan Enforcement Action Notice” means a Notice given from Senior Lender to Subordinate Lender following one or more Senior Mortgage Default(s) and the expiration of any applicable notice or cure periods, setting forth in reasonable detail the Senior Mortgage Default(s) and the Senior Lender’s intention to pursue a Senior Loan Enforcement Action.
“Subordinate Mortgage Default” means any act, failure to act, event, condition, or occurrence which allows (but for any contrary provision of this Agreement), Subordinate Lender to take an Enforcement Action.
“Subordinate Note” means the promissory note or other evidence of the Subordinate Indebtedness and any replacement of the Subordinate Note.
Subordination Agreement –– Governmental Entity Page 3 US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 49
2. Subordinate Lender’s Representations and Warranties.
(a) Subordinate Lender represents and warrants that each of the following is true as of the date of this Agreement:
(i) Subordinate Lender is now the owner and holder of the Subordinate Loan Documents.
(ii) No Subordinate Mortgage Default has occurred and is continuing.
(iii) The current unpaid principal balance of the Subordinate Indebtedness is $5,000,000.
(iv) No scheduled payments under the Subordinate Note have been prepaid.
(b) Without the prior written consent of Senior Lender, Subordinate Lender will not do any of the following:
(i) Pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents.
(ii) Take any action which has the effect of increasing the Subordinate Indebtedness (other than an increase in interest rate as set forth in Section 2(a) of the Subordinate Loan Agreement), except to cure a Senior Mortgage Default as contemplated under Section 5(a) of this Agreement.
(iii) Accept any voluntary prepayment of the Subordinate Indebtedness.
3. Terms of Subordination.
(a) Agreement to Subordinate. The Subordinate Indebtedness is and will at all times continue to be subject and subordinate in right of payment to the prior payment in full of the Senior Indebtedness. Each of the Subordinate Loan Documents is, and will at all times remain, subject and subordinate in all respects to the liens, terms, covenants, conditions, operations, and effects of each of the Senior Loan Documents.
(b) Subordination of Subrogation Rights. If Subordinate Lender, by indemnification, subrogation or otherwise, acquires any Lien on any of the Mortgaged Property, then that Lien will be fully subject and subordinate to the receipt by Senior Lender of payment in full of the Senior Indebtedness, and to the Senior Loan Documents, to the same extent as the Subordinate Indebtedness and the Subordinate Loan Documents are subordinate pursuant to this Agreement.
(c) Payments Before Senior Loan Default; Soft Subordinate Debt. Until the occurrence of a Senior Mortgage Default, Subordinate Lender will be entitled to retain for its own account all payments of the principal of and interest on the Subordinate Indebtedness pursuant to the Subordinate Loan Documents; provided that Subordinate Lender expressly agrees that it will not accept any such payment that is made more than 10 days in advance of its due date. Subordination Agreement –– Governmental Entity Page 4 US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 50
(d) Payments After Senior Loan Default or Bankruptcy.
(i) Immediately upon Subordinate Lender’s receipt of Notice or actual knowledge of a Senior Mortgage Default, Subordinate Lender will not accept any payments of the Subordinate Indebtedness, and the provisions of Section 3(d) of this Agreement will apply.
(ii) If Subordinate Lender receives any of the following, whether voluntarily or by action of law, after a Senior Mortgage Default of which Subordinate Lender has actual knowledge (or is deemed to have actual knowledge as provided in Section 4(c)) or has been given Notice, such will be received and held in trust for Senior Lender:
(A) Any payment, property, or asset of any kind or in any form in connection with the Subordinate Indebtedness.
(B) Any proceeds from any Enforcement Action.
(C) Any payment, property, or asset in or in connection with any Bankruptcy Proceeding.
(iii) Subordinate Lender will promptly remit, in kind and properly endorsed as necessary, all such payments, properties, and assets described in Section 3(d)(ii) to Senior Lender. Senior Lender will apply any payment, asset, or property so received from Subordinate Lender to the Senior Indebtedness in such order, amount (with respect to any asset or property other than immediately available funds), and manner as Senior Lender determines in its sole and absolute discretion.
(e) Payments after Senior Mortgage Default Cured. At any time a Senior Mortgage Default has been cured and is no longer continuing, the Subordinate Lender may continue to collect payments on the Subordinate Indebtedness as described in Section 3(c).
(f) Bankruptcy. Without the prior written consent of Senior Lender, Subordinate Lender will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, Subordinate Lender will not vote affirmatively in favor of any plan of reorganization or liquidation unless Senior Lender has also voted affirmatively in favor of such plan.
(g) The subordination of the Subordinate Indebtedness will continue if any payment under the Senior Loan Documents (whether by or on behalf of Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is for any reason repaid or returned to Borrower or its insolvent estate, or avoided, set aside or required to be paid to Borrower, a trustee, receiver or other similar party under any bankruptcy, insolvency, receivership or similar law. In such event, any or all of the Senior Indebtedness originally intended to be satisfied will be deemed to be reinstated and outstanding to the extent of any repayment, return, or other action, as if such payment on account of the Senior Indebtedness had not been made.
Subordination Agreement –– Governmental Entity Page 5 US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 51
4. Default Under Subordinate Loan Documents.
(a) Notice of Subordinate Loan Default and Cure Rights.
(i) Subordinate Lender will deliver to Senior Lender a copy of each Notice delivered by Subordinate Lender pursuant to the Subordinate Loan Documents within 5 Business Days of sending such Notice to Borrower. Neither giving nor failing to give a Notice to Senior Lender pursuant to this Section 4(a) will affect the validity of any Notice given by Subordinate Lender to Borrower.
(ii) For a period of 90 days following delivery to Senior Lender of an Enforcement Action Notice, Senior Lender will have the right, but not the obligation, to cure any Subordinate Mortgage Default. However, if such Subordinate Mortgage Default is a non-monetary default and is not capable of being cured within such 90-day period and Senior Lender has commenced and is diligently pursuing such cure to completion, Senior Lender will have such additional period of time as may be required to cure such Subordinate Mortgage Default or until such time, if ever, as Senior Lender takes either of the following actions:
(A) Discontinues its pursuit of any cure.
(B) Delivers to Subordinate Lender Senior Lender’s written consent to the Enforcement Action described in the Enforcement Action Notice.
(iii) Senior Lender will not be subrogated to the rights of Subordinate Lender under the Subordinate Loan Documents as a result of Senior Lender having cured any Subordinate Mortgage Default.
(iv) Subordinate Lender acknowledges that all amounts advanced or expended by Senior Lender in accordance with the Senior Loan Documents or to cure a Subordinate Mortgage Default will be added to and become a part of the Senior Indebtedness and will be secured by the lien of the Senior Mortgage.
(b) Subordinate Lender’s Exercise of Remedies After Notice to Senior Lender.
(i) In the event of a Subordinate Mortgage Default, Subordinate Lender will not commence any Enforcement Action until 90 days after Subordinate Lender has delivered to Senior Lender an Enforcement Action Notice. During such 90-day period or such longer period as provided in Section 4(a), Subordinate Lender will be entitled to seek specific performance to enforce covenants and agreements of Borrower relating to income, rent, or affordability restrictions contained in the Regulatory Agreement, subject to Senior Lender’s right to cure a Subordinate Mortgage Default set forth in Section 4(a).
(ii) Subordinate Lender may not commence any other Enforcement Action, including any foreclosure action under the Subordinate Loan Documents, until the earlier of:
Subordination Agreement –– Governmental Entity Page 6 US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 52
(A) The expiration of such 90-day period or such longer period as provided in Section 4(a).
(B) The delivery by Senior Lender to Subordinate Lender of Senior Lender’s written consent to such Enforcement Action by Subordinate Lender.
(iii) Subordinate Lender acknowledges that Senior Lender may grant or refuse consent to Subordinate Lender’s Enforcement Action in Senior Lender’s sole and absolute discretion. At the expiration of such 90-day period or such longer period as provided in Section 4(a) and, subject to Senior Lender’s right to cure set forth in Section 4(a), Subordinate Lender may commence any Enforcement Action.
(iv) Senior Lender may pursue all rights and remedies available to it under the Senior Loan Documents, at law, or in equity, regardless of any Enforcement Action Notice or Enforcement Action by Subordinate Lender. No action or failure to act on the part of Senior Lender in the event of a Subordinate Mortgage Default or commencement of an Enforcement Action will constitute a waiver on the part of Senior Lender of any provision of the Senior Loan Documents or this Agreement.
(c) Cross Default. Subordinate Lender acknowledges that a Subordinate Mortgage Default constitutes a Senior Mortgage Default. Accordingly, upon the occurrence of a Subordinate Mortgage Default, Subordinate Lender will be deemed to have actual knowledge of a Senior Mortgage Default. If Subordinate Lender notifies Senior Lender in writing that any Subordinate Loan Default of which Senior Lender has received Notice has been cured or waived, as determined by Subordinate Lender in its sole discretion, then provided that Senior Lender has not conducted a sale of the Mortgaged Property pursuant to its rights under the Senior Loan Documents, any Senior Loan Default under the Senior Loan Documents arising solely from such Subordinate Loan Default will be deemed cured, and the Senior Loan will be reinstated.
5. Default Under Senior Loan Documents.
(a) Notice of Senior Loan Default and Cure Rights.
(i) Senior Lender will deliver to Subordinate Lender a copy of any Notice sent by Senior Lender to Borrower of a Senior Mortgage Default within 5 Business Days of sending such Notice to Borrower. Neither giving nor failing to give a Notice to Subordinate Lender pursuant to this Section 5(a) will affect the validity of any Notice given by Senior Lender to Borrower.
(ii) Subordinate Lender will have the right, but not the obligation, to cure any monetary Senior Mortgage Default within 30 days following the date of such Notice. During such 30-day period Senior Lender will be entitled to continue to pursue its remedies under the Senior Loan Documents.
(iii) Subordinate Lender may, within 90 days after the date of the Notice, cure a non-monetary Senior Mortgage Default if during such 90-day period, Subordinate
Subordination Agreement –– Governmental Entity Page 7 US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 53
Lender keeps current all payments required under the Senior Loan Documents. If such a non-monetary Senior Mortgage Default creates an unacceptable level of risk relative to the Mortgaged Property, or Senior Lender’s secured position relative to the Mortgaged Property, as determined by Senior Lender in its sole discretion, then during such 90-day period Senior Lender may exercise all available rights and remedies to protect and preserve the Mortgaged Property and the Rents, revenues and other proceeds from the Mortgaged Property.
(iv) All amounts paid by Subordinate Lender to Senior Lender to cure a Senior Mortgage Default will be deemed to have been advanced by Subordinate Lender pursuant to, and will be secured by the lien of, the Subordinate Mortgage. Notwithstanding anything in this Section 5(a) to the contrary, Subordinate Lender’s right to cure any Senior Mortgage Default will terminate immediately upon the occurrence of any Bankruptcy Proceeding.
(v) In addition to the other requirements set forth in this Section 5(a), in the event of a Senior Mortgage Default, Senior Lender will not commence any Senior Loan Enforcement Action until 30 days after Senior Lender has delivered to Subordinate Lender a Senior Loan Enforcement Action Notice. Following the expiration of such 30 day period, Senior Lender may commence any such Senior Loan Enforcement Action Senior Lender reasonably believes is necessary to protect its interest in the Mortgaged Property so long as Subordinate Lender is afforded the opportunity to pay off the Senior Loan or cause an assignment of Senior Lender’s interest in such Senior Loan as provided in this Section 5(a)(v). Subordinate Lender shall have the right, by providing written Notice to Senior Lender of its desire to do so not later than 90 days following its receipt of such Senior Loan Enforcement Action Notice (the “Subordinate Lender Election Notice”), to elect either (i) to cure such Senior Mortgage Default by making a payment to Senior Lender in an amount to pay off the Senior Loan in full, which payment shall include all principal and accrued interest owed to Senior Lender under the Senior Loan Documents (“Senior Loan Payment”), or (ii) to cause Senior Lender to assign all of its right, title and interest in the Senior Loan to Subordinate Lender, or its designee, by making the Senior Loan Payment to Senior Lender. In such event, Subordinate Lender shall pay the Senior Loan Payment to Senior Lender in full by such date that is not later than 60 days following the date that Subordinate Lender delivers its Subordinate Lender Election Notice (the “Prepayment Period”). In the event that the Subordinate Lender shall fail to make the Senior Loan Payment during the Prepayment Period, Subordinate Lender shall no longer have the right to make the Senior Loan Payment and the Senior Lender shall be entitled to all rights and remedies under the Senior Loan Documents. In the event that Subordinate Lender exercises its right to cause the assignment of Senior Lender’s interest in the Senior Loan and makes the Senior Loan Payment to Senior Lender during the Prepayment Period, Senior Lender will assign all of Senior Lender’s right, title and interest in the Senior Mortgage, together with the Senior Note and all other Senior Loan Documents secured by the Senior Mortgage, to the Subordinate Lender or to a person or entity designated in writing by Subordinate Lender to Senior Lender. Senior Lender will make any such assignment without recourse to Senior Lender, using Senior Lender’s then-current form of assignment. If the Senior Note is lost or destroyed, Senior Lender will provide a lost note affidavit, which will provide that Senior Lender will have no liability for such loss or destruction. Subordination Agreement –– Governmental Entity Page 8 US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 54
(b) Release of Mortgaged Property.
(i) Subordinate Lender consents to and authorizes any future release by Senior Lender of all or any portion of the Mortgaged Property from the lien, operation, and effect of the Senior Loan Documents. Subordinate Lender waives to the fullest extent permitted by law, all equitable or other rights it may have in connection with the release of all or any portion of the Mortgaged Property, including any right to require Senior Lender to do any of the following:
(A) To conduct a separate sale of any portion of the Mortgaged Property.
(B) To exhaust its remedies against all or any portion of the Mortgaged Property or any combination of portions of the Mortgaged Property or any other collateral for the Senior Indebtedness.
(C) To proceed against Borrower, any other party that may be liable for any of the Senior Indebtedness (including any general partner of Borrower if Borrower is a partnership), all or any portion of the Mortgaged Property or combination of portions of the Mortgaged Property or any other collateral, before proceeding against all or such portions or combination of portions of the Mortgaged Property as Senior Lender determines.
(ii) Subordinate Lender consents to and authorizes, at the option of Senior Lender, the sale, either separately or together, of all or any portion of the Mortgaged Property. Subordinate Lender acknowledges that without Notice to Subordinate Lender and without affecting any of the provisions of this Agreement, Senior Lender may do any of the following:
(A) Extend the time for or waive any payment or performance under the Senior Loan Documents.
(B) Modify or amend in any respect any provision of the Senior Loan Documents.
(C) Modify, exchange, surrender, release, and otherwise deal with any additional collateral for the Senior Indebtedness.
6. Conflicts. If there is any conflict or inconsistency between the terms of the Subordinate Loan Documents and the terms of this Agreement, then the terms of this Agreement will control. Borrower acknowledges that the terms and provisions of this Agreement will not, and will not be deemed to do any of the following:
(a) Extend Borrower’s time to cure any Senior Loan Default or Subordinate Loan Default.
(b) Give Borrower the right to receive notice of any Senior Loan Default or Subordinate Loan Default, other than that, if any, provided, respectively under the Senior Loan Documents of the Subordinate Loan Documents.
Subordination Agreement –– Governmental Entity Page 9 US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 55
(c) Create any other right or benefit for Borrower as against Senior Lender or Subordinate Lender.
7. Rights and Obligations of Subordinate Lender Under the Subordinate Loan Documents and of Senior Lender under the Senior Loan Documents.
(a) Insurance.
(i) All requirements pertaining to insurance under the Subordinate Loan Documents (including requirements relating to amounts and types of coverages, deductibles and special endorsements) will be deemed satisfied if Borrower complies with the insurance requirements under the Senior Loan Documents and of Senior Lender.
(ii) All original policies of insurance required pursuant to the Senior Loan Documents will be held by Senior Lender.
(iii) Nothing in this Section 7(a) will preclude Subordinate Lender from requiring that it be named as a mortgagee and loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Mortgaged Property, provided such action does not affect the priority of payment of Loss Proceeds, or that Subordinate Lender be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property.
(b) Condemnation or Casualty.
In the event of a Condemnation or a Casualty, the following provisions will apply:
(i) The rights of Subordinate Lender (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate in all respects to Senior Lender’s rights under the Senior Loan Documents, and Subordinate Lender will be bound by any settlement or adjustment of a claim resulting from a Condemnation or a Casualty made by Senior Lender.
(ii) All Loss Proceeds will be applied either to payment of the costs and expenses of Restoration or to payment on account of the Senior Indebtedness, as and in the manner determined by Senior Lender in its sole discretion; provided however, Senior Lender agrees to consult with Subordinate Lender in determining the application of Casualty proceeds. In the event of any disagreement between Senior Lender and Subordinate Lender over the application of Casualty proceeds, the decision of Senior Lender, in its sole discretion, will prevail.
(iii) If Senior Lender holds Loss Proceeds, or monitors the disbursement of Loss Proceeds, Subordinate Lender will not do so. Nothing contained in this Agreement will be deemed to require Senior Lender to act for or on behalf of
Subordination Agreement –– Governmental Entity Page 10 US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 56
Subordinate Lender in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of Subordinate Lender, and all or any Loss Proceeds may be commingled with any funds of Senior Lender.
(iv) If Senior Lender elects to apply Loss Proceeds to payment on account of the Senior Indebtedness, and if the application of such Loss Proceeds results in the payment in full of the entire Senior Indebtedness, any remaining Loss Proceeds held by Senior Lender will be paid to Subordinate Lender unless another party has asserted a claim to the remaining Loss Proceeds.
(c) Modification of Subordinate Loan Documents. Subordinate Lender agrees that, until the principal of, interest on and all other amounts payable under the Senior Loan Documents have been paid in full, it will not, without the prior written consent of Senior Lender, increase the amount of the Subordinate Loan, increase the required payments due under the Subordinate Loan, decrease the term of the Subordinate Loan, increase the interest rate on the Subordinate Loan (other than an increase in interest rate as set forth in Section 2(a) of the Subordinate Loan Agreement), or otherwise amend the Subordinate Loan terms in a manner that creates an adverse effect upon Senior Lender under the Senior Loan Documents. If Subordinate Lender either (i) amends the Subordinate Loan Documents in the manner set forth above or (ii) assigns the Subordinate Loan without Senior Lender’s consent then such amendment or assignment will be void ab initio and of no effect whatsoever.
(d) Modification of Senior Loan Documents. Senior Lender may amend, waive, postpone, extend, renew, replace, reduce or otherwise modify any provisions of the Senior Loan Documents without the necessity of obtaining the consent of or providing Notice to Subordinate Lender, and without affecting any of the provisions of this Agreement. Notwithstanding the foregoing, Senior Lender may not modify any provision of the Senior Loan Documents that increases the Senior Indebtedness, except for increases in the Senior Indebtedness that result from advances made by Senior Lender to protect the security or lien priority of Senior Lender under the Senior Loan Documents or to cure defaults under the Subordinate Loan Documents.
(e) Commercial or Retail Leases. If requested, Subordinate Lender will enter into attornment and non-disturbance agreements with all tenants under commercial or retail Leases, if any, to whom Senior Lender has granted attornment and non-disturbance, on the same terms and conditions given by Senior Lender.
(f) Consent Rights. Whenever the Subordinate Loan Documents give Subordinate Lender approval or consent rights with respect to any matter, and a right of approval or consent for the same or substantially the same matter is also granted to Senior Lender pursuant to the Senior Loan Documents or otherwise, Senior Lender’s approval or consent or failure to approve or consent will be binding on Subordinate Lender. None of the other provisions of Section 7 are intended to be in any way in limitation of the provisions of this Section 7(f).
(g) Escrows. Except as provided in this Section 7(g), and regardless of any contrary provision in the Subordinate Loan Documents, Subordinate Lender will not collect any escrows for any cost or expense related to the Mortgaged Property or for any portion of the Subordinate Indebtedness. However, if Senior Lender is not collecting escrow Subordination Agreement –– Governmental Entity Page 11 US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 57
payments for one or more Impositions, Subordinate Lender may collect escrow payments for such Impositions; provided that all payments so collected by Subordinate Lender will be held in trust by Subordinate Lender to be applied only to the payment of such Impositions.
(h) Certification. Within 15 days after request by Senior Lender, Subordinate Lender will furnish Senior Lender with a statement, duly acknowledged and certified setting forth the then-current amount and terms of the Subordinate Indebtedness, confirming that there exists no default under the Subordinate Loan Documents (or describing any default that does exist), and certifying to such other information with respect to the Subordinate Indebtedness as Senior Lender may request.
8. Refinancing. Subordinate Lender agrees that its agreement to subordinate under this Agreement will extend to any new mortgage debt which is for the purpose of refinancing all or any part of the Senior Indebtedness (including reasonable and necessary costs associated with the closing and/or the refinancing, and any reasonable increase in proceeds for rehabilitation in the context of a preservation transaction). All terms and covenants of this Agreement will inure to the benefit of any holder of any such refinanced debt, and all references to the Senior Loan Documents and Senior Lender will mean, respectively, the refinance loan documents and the holder of such refinanced debt.
9. Governmental Powers. Nothing in this Agreement is intended, nor will it be construed, to in any way limit the exercise by Subordinate Lender of its governmental powers (including police, regulatory and taxing powers) with respect to Borrower or the Mortgaged Property to the same extent as if it were not a party to this Agreement or the transactions contemplated by this Agreement.
10. Notices.
(a) Any Notice required or permitted to be given pursuant to this Agreement will be in writing and will be deemed to have been duly and sufficiently given if (i) personally delivered with proof of delivery (any Notice so delivered will be deemed to have been received at the time so delivered), or (ii) sent by a national overnight courier service (such as FedEx) designating earliest available delivery (any Notice so delivered will be deemed to have been received on the next Business Day following receipt by the courier), or (iii) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any Notice so sent will be deemed to have been received on the date of delivery as confirmed by the return receipt), addressed to the respective parties as follows:
Notices intended for Senior Lender will be addressed to:
NEF Preservation Mortgage Loan Fund I LP 10 South Riverside Plaza, Suite 1700 Chicago, IL 60606-3908 Attn: General Counsel
Notices intended for Subordinate Lender will be addressed to:
Subordination Agreement –– Governmental Entity Page 12 US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 58
Brooklyn Park Economic Development Authority 5200 85th Avenue North Brooklyn Park, MN 55443 Attn: Administrator
(b) Any party, by Notice given pursuant to this Section 10, may change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses, for its Notices, but Notice of a change of address will only be effective upon receipt. Neither party will refuse or reject delivery of any Notice given in accordance with this Section 10.
11. Miscellaneous Provisions.
(a) Assignments/Successors. This Agreement will be binding upon and will inure to the benefit of the respective legal successors and permitted assigns of the parties to this Agreement. No other party will be entitled to any benefits under this Agreement, whether as a third-party beneficiary or otherwise. This Agreement may be assigned at any time by Senior Lender to any subsequent holder of the Senior Note.
(b) No Partnership or Joint Venture. Nothing in this Agreement or in any of the Senior Loan Documents or Subordinate Loan Documents will be deemed to constitute Senior Lender as a joint venturer or partner of Subordinate Lender.
(c) Further Assurances. Upon Notice from Senior Lender, Subordinate Lender will execute and deliver such additional instruments and documents, and will take such actions, as are required by Senior Lender to further evidence or implement the provisions and intent of this Agreement.
(d) Amendment. This Agreement may be amended, changed, modified, altered or terminated only by a written instrument signed by the parties to this Agreement or their successors or assigns.
(e) Governing Law. This Agreement will be governed by the laws of the State in which the Land is located.
(f) Severable Provisions. If any one or more of the provisions contained in this Agreement, or any application of any such provisions, is invalid, illegal, or unenforceable in any respect, the validity, legality, enforceability, and application of the remaining provisions contained in this Agreement will not in any way be affected or impaired.
(g) Term. The term of this Agreement will commence on the date of this Agreement and will continue until the earliest to occur of the following events:
(i) The payment of all the Senior Indebtedness; provided that this Agreement will be reinstated in the event any payment on account of the Senior Indebtedness is avoided, set aside, rescinded or repaid by Senior Lender as described in Section 3(g) of this Agreement.
Subordination Agreement –– Governmental Entity Page 13 US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 59
(ii) The payment of all the Subordinate Indebtedness other than by reason of payments which Subordinate Lender is obligated to remit to Senior Lender pursuant to this Agreement.
(iii) The acquisition by Senior Lender or by a third-party purchaser of title to the Mortgaged Property pursuant to a foreclosure of, deed in lieu of foreclosure, or trustee’s sale or other exercise of a power of sale or similar disposition under the Senior Mortgage.
(iv) With the prior written consent of Senior Lender, without limiting the provisions of Section 4(b)(iv), the acquisition by Subordinate Lender of title to the Mortgaged Property subject to the Senior Mortgage pursuant to a foreclosure, or a deed in lieu of foreclosure, of (or the exercise of a power of sale under) the Subordinate Mortgage.
(h) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.
(i) Entire Agreement. This Agreement represents the entire understanding and agreement between the parties regarding the matters addressed in this Agreement and will supersede and cancel any prior agreements regarding such matters.
(j) Authority. Each person executing this Agreement on behalf of a party to this Agreement represents and warrants that such person is duly and validly authorized to do so on behalf of such party with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations under this Agreement.
(k) No Waiver. No failure or delay on the part of any party to this Agreement in exercising any right, power, or remedy under this Agreement will operate as a waiver of such right, power, or remedy, nor will any single or partial exercise of any such right, power or remedy preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power or remedy under this Agreement.
(l) Remedies. Each party to this Agreement acknowledges that if any party fails to comply with its obligations under this Agreement, the other parties will have all rights available at law and in equity, including the right to obtain specific performance of the obligations of such defaulting party and injunctive relief.
[SIGNATURE AND ACKNOWLEDGMENT PAGES FOLLOW]
Subordination Agreement –– Governmental Entity Page 14 US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 60
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.
SENIOR LENDER:
NEF PRESERVATION MORTGAGE LOAN I LP, a Delaware limited partnership
By: ______Name: ______Title: ______
STATE OF ______) ) ss. COUNTY OF ______)
On January ___, 2020, before me, the undersigned, a Notary Public in and for the State of Minnesota, duly commissioned and sworn, personally appeared ______, to me known to be the ______of NEF Preservation Mortgage Loan Fund I LP, a Delaware limited partnership, and acknowledged the foregoing instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute the said instrument.
Witness my hand and official seal hereto affixed the day and year first above written.
SEAL
Notary Public
[The remainder of this page intentionally left blank; signature page follows.]
Subordination Agreement –– Governmental Entity Signature Page - Huntington Place Apartments Page S - 1 US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 61
SUBORDINATE LENDER:
BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic of the State of Minnesota
By: Its:
Approved as to form:
STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ___ day of January, 2020, by ______, the ______of the Brooklyn Park Economic Development Authority, a public body corporate and politic, on behalf of the Authority.
Notary Public
[The remainder of this page intentionally left blank; signature page follows.]
Subordination Agreement –– Governmental Entity Signature Page - Huntington Place Apartments Page S - 2 US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 62
CONSENT OF BORROWER
Borrower acknowledges receipt of a copy of this Subordination Agreement, dated ______, 20__, by and between NEF PRESERVATION MORTGAGE LOAN FUND I LP, a Delaware limited partnership and HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN PARK, a public body corporate and politic of the State of Minnesota and consents to the agreement of the parties set forth in this Agreement.
BORROWER:
AEON BP LLC, a Minnesota limited liability company
By: ______Name: Alan Arthur Its: President
STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN )
This instrument was acknowledged before me on January ___, 2020, by Alan Arthur, the President of Aeon BP LLC, a Minnesota limited liability company, on behalf of the limited liability company.
Notary Public
Subordination Agreement –– Governmental Entity Signature Page - Huntington Place Apartments Page S - 3 US.126217758.02 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 63
EXHIBIT A
LEGAL DESCRIPTION
Land situated in the City of Brooklyn Park in the County of Hennepin in the State of Minnesota
That part of the East Half of the Southwest Quarter of Section 28, Township 119, Range 21 lying North of the South 633 feet thereof except the following described tracts:
That part of the Southeast Quarter of the Southwest Quarter of said Section 28, lying South of a line which is parallel to and 30 feet South of the following described line:
Commencing at a point on the East line of said Southeast Quarter of the Southwest Quarter distant 1,151.10 feet North of the Southeast corner thereof; thence West parallel with the South line of said Southeast Quarter of the Southwest Quarter a distance of 874.18 feet; thence Northwesterly on a tangential circular curve having a central angle of 11 degrees 32 minutes 23 seconds and a radius of 1,500.00 feet for a distance of 302.11 feet; thence Northwesterly on a line tangential to said curve, to its intersection with the West line of said Southeast Quarter of the Southwest Quarter and there terminating; also lying West of the East 355 feet thereof.
The West 333 feet of the East Half of the Southwest Quarter of said Section 28 lying North of the South 1173 feet and lying South of the North 548 feet thereof.
The West 333 feet of that part of the Southeast Quarter of the Southwest Quarter of Section 28, Township 119, Range 21, lying North of a line which is parallel with and 30 feet South of the following described line:
Commencing at a point on the East line of said Southeast Quarter of the Southwest Quarter, distant 1,151.10 feet North of the Southeast corner thereof; thence West parallel with the South line of said Southeast Quarter of the Southwest Quarter, a distance of 874.18 feet; thence Northwesterly on a tangential circular curve, having a central angle of 11 degrees 32 minutes 23 seconds and a radius of 1,500.00 feet for a distance of 302.11 feet; thence Northwesterly on a line tangent to said curve to its intersection with the West line of said Southeast Quarter of the Southwest Quarter and there terminating; and lying South of the North line of the South 1,173.00 feet thereof, and lying East of Zane Avenue North.
That part of the East Half of the Southwest Quarter of Section 28, Township 119, Range 21, Hennepin County, Minnesota described as follows:
Commencing at the Northeast corner of said East Half of the Southwest Quarter; thence Southerly along the East line of said East Half of the Southwest Quarter to its intersection with the North line of the South 633 feet of said East Half of the Southwest Quarter said intersection being the point of beginning of the tract of land to be described; thence Westerly along said North line, to the West line of the East 355 feet of said East Half of the Southwest Quarter; thence Northerly, along the said West line to its intersection with a line drawn parallel to and 1,121.10 feet North of the South line of said East Half, as measured along the East line of said East Half of the Southwest Quarter; thence Easterly, along said parallel line, 355.10 feet to its intersection with the East line of said East Half; thence South, along said East line of East Half to the point of beginning. Hennepin County, Minnesota
SubordinationUS.126217758.02 Agreement – Governmental Entity Signature Page - Huntington Place Apartments Page A - 1 631597v8BR275-199BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 64
EXHIBIT C
PROJECT BUDGET AND PRIORITIES SCHEDULE
C-1 BR275-199-700103.v5 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 65
Document comparison by Workshare 10.0 on Friday, February 5, 2021 8:16:58 PM Input: Document PowerDocs://DOCSOPEN/631597/8 1 ID DOCSOPEN-#631597-v8-Brooklyn_Park_EDA_Aeon_Huntington_ Description LOAN_AGREEMENT Document PowerDocs://DOCSOPEN/700103/5 2 ID DOCSOPEN-#700103-v5-Brooklyn_Park_EDA_Aeon_Huntington_ Description AMENDED_&_RESTATED_LOAN_AGREEMENT Renderin Standard g set
Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell
Statistics:
Count Insertions 139 Deletions 78 Moved from 1 Moved to 1 Style change 0 Format changed 0 6.1E AMENDED AND RESTATED LOAN AGREMENT Page 66
Total changes 219 6.1F AMENDED AND RESTATED DISBURSING AGREEMENT Page 67
AMENDED AND RESTATED DISBURSING AGREEMENT THIS AMENDED AND RESTATED AGREEMENT dated as of January 30February __, 20202021, among AEON BP LLC, a Minnesota limited liability company (the “Borrower”), the BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic under the laws of the State of Minnesota (the “EDA”), and COMMERCIAL PARTNERS TITLE, LLC, as disbursing agent hereunder (“Title”) amends and restates the Disbursing Agreement dated January 30, 2020.
RECITALS WHEREAS, the Borrower and the EDA have entered into that certain Amended and Restated Loan Agreement, of even date herewith (the “Loan Agreement”), and Title has received a copy thereof;
WHEREAS, the Borrower and the EDA have requested that Title disburse certain Loan proceeds and Title is willing to do so, in accordance with the terms thereof and of this Agreement.
NOW, THEREFORE, in consideration of the premises, of the EDA’s agreement to lend funds to the Borrower under the Loan Agreement, and of the mutual covenants and agreements hereinafter set forth, it is agreed by among the parties hereto as follows:
AGREEMENT 1. Defined Terms. For purposes of this Agreement, unless the context otherwise requires, all words used herein which are defined or given scope or meaning in the Loan Agreement or the Combination Mortgage, Security Agreement, And Fixture Financing Statement from the Borrower in favor of the EDA (the “Mortgage”) shall have the same definition, scope or meaning as is given to them in the Loan Agreement or the Mortgage, as the case may be.
2. Conditions Precedent to Each Disbursement. The obligation of Title to disburse the Loan proceeds to be disbursed hereunder shall be subject to the condition precedent that (i) the conditions set forth in Section 3 of the Loan Agreement shall have been satisfied or waived in writing by the EDA and (ii) EDA and Title shall have received on or before the date of disbursing the initial Loan proceeds, or in the case of items to be furnished in conjunction with a later disbursement, on or before the date of disbursing such later Loan proceeds, the following:
(a) A sworn construction statement furnished by the Borrower for each ProjectImprovement, to be updated with each Draw Request for such ProjectImprovement(s) setting forth any contractors, subcontractors and suppliers, the amount of any contracts, the amount paid to-date, the amount being requested and the balances due;
US.126307435.04631853v5BR275-199 6.1F AMENDED AND RESTATED DISBURSING AGREEMENT Page 68
(b) A sources and uses document for each ProjectImprovement or Improvements to be updated and submitted with each Draw Request, reflecting all financial sources (and evidence satisfactory to the EDA that such sources are available to pay for such Projectthe Improvement(s)) and uses, i.e. the amount paid to-date, the amount being requested, and the sources of funds and the costs remaining;
(c) Copies of all written estimates from or signed agreements with the contractors who are the subject of the Draw Request;
(d) A Draw Request (in the form attached hereto as Exhibit A) accompanied by:
(i) unconditional written lien waivers for work done and materials supplied which were paid for pursuant to the previous Draw Request; and
(ii) invoices or such other supporting evidence as may reasonably be requested by the EDA or Title to substantiate (a) all payments which are to be made out of the relevant Draw Request and (b) all payments then made with respect to the ProjectsImprovements.
Costs previously paid directly by the Borrower may be reimbursed, through a Draw Request; provided that evidence of such payments satisfactory to Title and the EDA is provided to Title. Title shall obtain verbal approval from the EDA prior to disbursing each Draw Request. Prior to disbursing any Draw Requests, Title shall undertake a search for mechanics liens and provide an email notice to the EDA of the results of such search.
3. Delivery of Funds to Title. Each transmittal of funds to Title (each an “Advance”) shall be made by wire transfer upon confirmation by Title that all documents submitted are complete and satisfactory and upon confirmation that no mechanics’ liens have been filed affecting the Property.
4. Disbursement of Funds by Title. Pursuant to the terms and conditions of this Disbursing Agreement and upon receiving the funds transmitted by the EDA pursuant to Section 3 and subject always to contrary directions from the EDA, Title will pay on behalf of the Borrower the amount shown in the relevant Draw Request or, if less, the amount approved by the EDA. Title shall have the right to make any or all payments directly to any general contractor, subcontractor, subcontractors or sub-subcontractors. If, for any reason, any of said funds on deposit in Title’s account are not disbursed by Title by the close of business on the 3rd business day following receipt of the EDA’s wire, Title will forthwith remit to the EDA upon the EDA’s request, in immediately available funds, the amount of funds in such account that were not so disbursed. Title shall not be liable to the EDA for interest on funds deposited with it, except and to the extent that Title fails to remit to the EDA undisbursed funds deposited with it, in accordance with this paragraph, in which event interest shall be payable on demand at the rate provided in the Note from the date such funds were deposited with Title.
2 631853v5BR275-199 US.126307435.04 6.1F AMENDED AND RESTATED DISBURSING AGREEMENT Page 69
5. Title Policy Endorsement. Upon receipt of a Draw Request for an Advance, Title shall make such searches as it deems necessary to determine that the status of the title to the Project and the Property has not changed since the date of prior notification given to the EDA. If the status has changed, Title will immediately notify the EDA by email or any intervening mechanics’ liens or other matters recorded in the land records or over which Title is unwilling to insure (other than those expressly listed in the Title Policy, or as may have been approved and accepted by the EDA and shown in endorsements previously given to the EDA) and may discontinue disbursement until the encumbrance has been disposed of to Title’s satisfaction.
6. First Draw Request. Prior to making the first Draw Request, the EDA shall have received, or waived receipt of, all documents required by Section 3(b) of the Loan Agreement.
7. Final Draw Request. At the time of the submission of the final Draw Request, which shall fully Advance the Loan proceeds in the amount of $5,000,000, the Borrower shall, in addition to the documents required in Section 2 hereof, also submit the following to the EDA and/or Title as indicated:
(a) To the EDA and Title, a final invoices or billing statements, in form and substance acceptable to such parties and signed by the Borrower, showing all costs and expenses of any kind theretofore actually paid or incurred in constructingcompleting the ProjectsImprovements;
(b) To Title, a written final Lien Waiver from each contractor, subcontractor, sub-subcontractor, and supplier, for all work theretofore done and for all materials theretofore furnished for construction or installation of the ProjectsImprovements, which shall conform in form and amount to the final billings or invoices referred to above; and
(c) To EDA and Title, such other supporting evidence that may be reasonably requested by the EDA or Title to substantiate all payments which are to be made out of such Draw Request.
8. Books and Records. Title will keep and maintain, at all times, full, true and accurate books and records, in sufficient detail to reflect the disbursements made by it hereunder. The EDA, acting by and through its officers, employees and agents, may, at any time and from time to time, during normal business hours, examine all books and records of Title pertaining to disbursements made by it hereunder and make extracts therefrom and copies thereof.
9. Reporting. The parties acknowledge that Title shall not be responsible for creating, furnishing or reporting any IRS 1099 notices or filings for any payments it disburses under this Agreement for the parties.
3 631853v5BR275-199 US.126307435.04 6.1F AMENDED AND RESTATED DISBURSING AGREEMENT Page 70
10. Exculpation. Neither Title nor any of its directors, officers or employees shall be liable for any action taken or omitted by it or them, except for its or their own negligence, bad faith or willful misconduct; nor shall it or the EDA be liable or responsible for the validity, enforceability or sufficiency of any document furnished to Title pursuant to this Agreement, nor shall it or they or the EDA be responsible for any representations or statements made in any of those documents; provided, however, that if Title shall obtain actual knowledge of any misrepresentation in any documents furnished to it under this Agreement, it shall promptly notify the EDA in writing of such misrepresentation. Similarly, if EDA shall obtain actual knowledge of any misrepresentation in any documents, it shall promptly notify Title in writing of such misrepresentation. Title shall be entitled to rely upon advice of counsel concerning legal matters and upon any document or notice delivered to it hereunder which it believes to be genuine or to have been presented by a proper person. A disbursement by Title shall not be deemed to be an approval by it of any work performed on the ProjectsImprovements or any materials furnished with respect thereto or a representation by it that the unused portion of the Loan is sufficient to pay remaining construction costs. Title may conclusively rely upon and shall be protected in acting upon any document believed by Title to be genuine and to have been signed or presented by the proper parties, consistent with reasonable due diligence on Title’s part.
11. Fees. For its services hereunder, the Borrower agrees to pay Title a fee of $350 per Draw, Title reserves the right to charge additional fees should circumstances warrant.
12. Binding Effect; Governing Law. This Agreement shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that Title may not delegate its duties hereunder without the prior written consent of the EDA. This Agreement is made solely by the signatory parties hereto, and no other persons (except the successors and assigns of the signatory parties) shall have any right to rely on, enforce, or have the benefit of any provision of this Agreement. This Agreement shall be governed by the laws of the State of Minnesota.
13. Amendments. This Agreement can be amended or modified only in a writing signed by the parties hereto.
14. Consent. The Borrower hereby consents to disbursement of the Loan proceeds in accordance with this Agreement.
4 631853v5BR275-199 US.126307435.04 6.1F AMENDED AND RESTATED DISBURSING AGREEMENT Page 71
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be duly executed as of the day and year first written above.
TITLE:
COMMERCIAL PARTNERS TITLE, LLC
By: Its:
S- 1 631853v5BR275-199 6.1F AMENDED AND RESTATED DISBURSING AGREEMENT Page 72
EDA:
BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY
By: Its: Executive Director
S- 2 631853v5BR275-199 6.1F AMENDED AND RESTATED DISBURSING AGREEMENT Page 73
BORROWER:
AEON BP LLC
By: Alan Arthur , President______
S- 3 631853v5BR275-199 6.1F AMENDED AND RESTATED DISBURSING AGREEMENT Page 74
EXHBITEXHIBIT A Form of Draw Request AEON BP LLC, a Minnesota limited liability company (“Borrower”), hereby certifies as follows (all terms herein having the meanings set forth in the Amended and Restated Loan Agreement (“Loan Agreement”) dated as of January 30______, 20202021, between Borrower and the BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY (the “EDA”)) with respect to the Property.
(a) At the date hereof, except as disclosed to the EDA on or before the date of the Loan, no suit or proceeding at law or in equity, and no notice has been received that any investigation or proceeding of any governmental body has been instituted or, to the knowledge of the Borrower, is threatened, which in either case could have a material adverse effect on the financial condition or business operations of the Borrower.
(b) At the date hereof, no Default or Event of Default (other than any attributable to the EDA) under the Loan Agreement or under any of the other Loan Documents has occurred and is continuing, and no event has occurred which, upon the service of notice and/or the lapse of time, would constitute an event of default thereunder, except the following: [none] [explain]
(c) The representations and warranties set forth in Article 4 of the Loan Agreement are hereby reaffirmed and restated, and the Borrower represents and warrants to the EDA that the same are true, correct and complete on the date hereof, except as to the following: [none] [explain]
(d) No material adverse change has occurred in the financial condition or in the assets or liabilities of the Borrower or the Guarantor, except the following: [none] [explain]
(e) All funds advanced under the Loan Agreement will be utilized exclusively to pay capital costs of improvementsfor the Improvements to the Property in accordance with the Loan Agreement. The Borrower further represents that all funds covered by this Draw Request are for payment of costs included in the ProjectsImprovements.
(f) Attached hereto are true and accurate copies of all invoices or other documentation for all amounts to be paid from the Draw Request, which amounts [have not been paid or submitted under a previous Draw Request] [which amounts have been paid by the Borrower directly and have not been submitted or paid under a previous Draw Request].
(g) The Borrower authorizes and requests the EDA to charge the total amount of this Draw Request against the Loan and to advance $______from the proceeds of the Loan on behalf of the Borrower to [______, .] [ in accordance with the AIA Form G702 Application and Certificate for Payment and AIA Form G703 Supplement attached hereto and incorporated herein by reference.]
(h) The advance made pursuant to this Draw Request is acknowledged to be an accommodation to the Borrower and is not a waiver by the EDA of any Defaults or Events of Default under the Loan Documents or any other claims of the EDA against the Borrower.
A- 1 631853v5BR275-199 6.1F AMENDED AND RESTATED DISBURSING AGREEMENT Page 75
(i) The advances and disbursements set for the herein are hereby approved and authorized.
BORROWER: AEON BP LLC
By: Type Name : Alan Arthur Its: President
Dated:
A- 2 631853v5BR275-199 6.1F AMENDED AND RESTATED DISBURSING AGREEMENT Page 76
Document comparison by Workshare 10.0 on Tuesday, February 9, 2021 2:06:48 PM Input: Document PowerDocs://DOCSOPEN/631853/5 1 ID DOCSOPEN-#631853-v5-Brooklyn_Park_EDA_Aeon_Huntington_ Description DISBURSING_AGREEMENT C:\Users\jsb\AppData\Local\Microsoft\Windows\INetCache\Conten Document t.Outlook\0S73TV0G\Aeon - Huntington -- AR EDA Disbursing 2 ID Agreement (004).docx C:\Users\jsb\AppData\Local\Microsoft\Windows\INetCache\Conten Descriptiont.Outlook\0S73TV0G\Aeon - Huntington -- AR EDA Disbursing Agreement (004).docx Renderin Standard g set
Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell
Statistics:
Count Insertions 27 Deletions 22 Moved from 0 Moved to 0 6.1F AMENDED AND RESTATED DISBURSING AGREEMENT Page 77
Style change 0 Format changed 0 Total changes 49 6.1G HUNTINGTON PLACE YEAR IN REVIEW SUMMARY Page 78
Huntington Place Year in Review
January 30, 2020 – January 31, 2021
Preserve long-term affordability Rental Assistance – when we purchased Huntington in January 2020, no one could have imagined the year ahead. Our residents were greatly impacted by COVID shutdowns, furloughs and layoffs. Aeon quickly responded to this need in the following ways: Expedited numerous applications for COVID-specific funding programs. Stewarded, counseled, and assisted residents with their applications for a variety of agency and non-profit funding supports. Pivoted major fundraising from Aeon’s annual operating support to instead cover the urgent needs our residents who didn’t qualify for other funding programs and for those who—with no source of income—were self-evicting. Aeon provided this funding even when residents were leaving so they could exit without a balance due.
Funding Source Amount Hennepin County, MN CHAP and other sources (Sep – Nov only) $210,068 Brooklyn Park CARES funding 131,387 Aeon Individual and institutional donors 86,875 Hennepin County Landlord Assistance Funds 21,225 Housing Partnership Network 15,125 TOTAL $464,680
Thanksgiving food baskets 1 6.1G HUNTINGTON PLACE YEAR IN REVIEW SUMMARY Page 79
Resident Profile (1/31/20 – 1/28/21)
Area Median Income Limit by Household Size 1 Person 2 Person 3 Person $36,300 $41,400 $46,550 $43,440 $49,680 $55,860 Household Income at Move-in # Households <$10,000 18 $10,000 - $19,999 31 $20,000 - $29,999 78 $30,000 - $39,999 66 $40,000 - $49,999 28 >$50,000 2 Unknown 17 (unrestricted / market units at move-in) Total Households moved in 2020 240 Rental Assistance Drive-up and Go breakfast Households receiving monthly 219 rental assistance, e.g., Section 8 or other
4(d) Tax Classification – Affordable housing is eligible for reduced property taxes if the property owner enters into a long-term agreement that commits to keeping rents at or below 60% of the Area Median Income. Consistent with Aeon’s mission, the reason to acquire Huntington Place was to keep it affordable for the long term. The current agreement between the City and Aeon allows for all units to qualify for the affordable housing real estate tax Census Event - food giveaway classification. However, the agreement does not specifically restrict 20% of the apartments and, as such, they do not qualify for the reduced tax. Other owners would increase rents to cover the higher taxes. Aeon is keeping rents low on ALL apartments in the property. Reducing the tax payments on these remaining apartments will provide us with approximately $96,000 (in 2022) to pay for maintenance and repairs, keeping the property stable and affordable for years to come.
2
6.1G HUNTINGTON PLACE YEAR IN REVIEW SUMMARY Page 80
Create a safe, secure resident community (with resulting reduction in emergency responder interventions) Trick or Trunk Halloween - outdoor party for families Holiday parade of lights with representation from the police and fire departments Drive Up and Go Breakfast Tenant rights training by Mike Vraa, HOMEline (empowering residents) 35% reduction in crime over 2019. Police calls reduced by 11%
Trick or Trunk Halloween
I just wanted to thank you all for that parade. I don’t have kids but it was so nice to see the kids here so excited about Santa. That was something else.
I hadn’t really gotten into the holiday spirit this year but that did it. I’ve been pretty lonely with Covid and that meant enough to me that I cried, I liked it too. Now Christmas feels more Christmasy.
Holiday Parade Thank you to all of you for doing that. of Lights Much appreciated. Happy holidays!
-Resident email
3
6.1G HUNTINGTON PLACE YEAR IN REVIEW SUMMARY Page 81
Improved health and wellbeing of residents $9,128 for PPE and cleaning supplies to reduce germ spread (Brooklyn Park CARES funding) Coordinated 30+ food distribution events from Brooklyn Park schools, ACER, Meals on Wheels, and Rec on the Go to help combat food insecurity Distributed 24 Thanksgiving food baskets and food giveaway in conjunction with US Census outreach event 97 pending work orders (as of Jan 30, 2021) Aeon has invested over $942,000 in building systems and unit improvements The City has disbursed $250,000 (per its loan agreement)
HUNTINGTON PLACE WORK ORDERS
Opened Completed Days to Close (Avg)
TOTAL 4,024 4,024 22.20
Feb '20 514 268 7.03
Mar 15 226 17.37
Apr 111 68 10.80
May 135 48 6.27
Jun 250 247 11.60
Jul 367 158 12.35
Aug 244 126 17.04
Sep 316 271 36.49
Oct 582 779 32.86
Nov 544 676 23.10 Holiday parade of lights Dec 567 629 9.69
Jan '21 379 528 33.97
I've lived at Huntington 4,024 over 20 years, 4,024 Aeon bought it in the last year, and honestly I was nervous if the quality would go down. So happy that wasn't the case whatsoever! I've been so impressed with the quality of service from Huntington Place and Aeon.
The staff is amazing and helpful and this is a large complex, over 800 units, and the efficiency and quality is amazing for a complex this size! ….Like I said, I've lived here over 20 years, that should say something, and with the new ownership, I look forward to another 20! Love the holiday lights!!!
-Google Review
4
2/5/21 City of Brooklyn Park Request for EDA Action
Agenda Item No: 6.2 Meeting Date: February 16, 2021
Agenda Section: Erika Byrd, Development General Action Items Prepared By: Project Coordinator Resolution: X Erika Byrd, Development No. of Attachments: 3 Presented By: Project Coordinator Consider Approving a Cost-Sharing Agreement with Minnesota State Colleges and Item: Universities for the Center for Innovation and the Arts Development Fundraising Position
Executive Director’s Proposed Action:
MOTION ______, SECOND ______TO WAIVE THE READING AND ADOPT RESOLUTION #2021-__ APPROVING A COST-SHARING AGREEMENT WITH MINNESOTA STATE COLLEGES AND UNIVERSITIES FOR THE CENTER FOR INNOVATION AND THE ARTS DEVELOPMENT FUNDRAISING POSITION.
Overview:
The purpose of this item is to consider a cost-sharing agreement between the Brooklyn Park Economic Development Authority and Minnesota State Colleges and Universities (acting on behalf of North Hennepin Community College) in order to hire a temporary fundraising campaign director position for the Center for Innovation and the Arts project. This action has been a discussion item at several EDA meetings and is part of the EDA’s commitment to the advancement of this project. Funding for the activity is in the 2021 EDA budget that was approved in November of 2020. The partners had previously anticipated hiring this position in 2020, but this activity was delayed due to the pandemic.
Background:
The Center for Innovation and the Arts is a proposed facility at North Hennepin Community College (NHCC). Developed in partnership between the EDA, NHCC, and other local stakeholder. This project aims to bring state-of-the-art collaborative learning and performance spaces to Brooklyn Park. The center would be located at 7400 85th Avenue North, across from North Hennepin Community College’s campus, and adjacent to the Brooklyn Park Library.
The City of Brooklyn Park has been working with North Hennepin Community College around the creation of an arts center since 2015, when NHCC presented their campus master plan to the City Council and asked the City to consider collaborating with the college and other area partners on a Center of Innovation and the Arts project (previously known as the Performing and Fine Arts Education Center). In 2017, the EDA allocated funding toward a feasibility study for the art center and solicited a consultant to conduct the study. In July of 2018, the project partners decided to jointly fund predesign for the facility.
In June of 2019, the Minnesota State College and Universities (MN State) Board of Trustees passed its 2020 capital program. Center of Innovation and the Arts was listed among the projects in MN State’s request of the legislature in a 2020 bonding bill; however, the project was not selected for funding during the 2020 session. The project partners are now working on a new bonding request in 2021 at the legislature. EDA staff has also been working with NHCC and the NHCC Foundation leaders on an agreement that would allow the partnership to move forward with hiring a staff person to manage the fund-raising efforts for the project.
6.2 Page 2
Primary Issues/Alternatives to Consider:
• What are the key elements of the agreement?
o North Hennepin Community College, through MN State, will hire a temporary position to lead fundraising efforts. The person hired to fill the position will be considered an at-will employee of MN State and not an employee of the EDA. o The EDA will contribute one-half of the actual costs incurred by the position and position’s operational expenses in an amount not to exceed $100,000 for calendar year 2021. MN State will submit costs to the EDA in July and January for reimbursement. o The EDA will need to determine each subsequent year how much to contribute to this position. The agreement does not commit the EDA to an ongoing funding contribution, and the agreement may be cancelled by either party with 30 days’ notice.
• What are the next steps?
If the EDA approves the cost-sharing agreement, it will then go to the MN State Board in the next month for approval. NHCC anticipated posting the capital campaign director job position shortly after. The capital campaign for the Center for Innovation and the Arts will be a multi-phase and multi-year process. The focus of 2021 will be largely on planning. Key work this year will include hiring the campaign director, conducting a fundraising feasibility study, developing lists of prospective donors, and recruiting a capital campaign committee.
Budget/Fiscal Issues:
The 2021 EDA budget includes $100,000 from the EDA General Fund for this fundraising/capital campaign director position. Under the proposed cost-sharing agreement, the EDA would reimburse MN State/NHCC up to 50% of position costs not to exceed $100,000.
Center for Innovation and the Arts will require further financial participation from the EDA as the project progresses. The EDA would be expected to contribute capital funding for the facility and contribute annually to operations once built. In 2019 the EDA approved a resolution to participate financially in the development of the Center for Innovation and the Arts with the understanding that participation might be in the range of $6 to $10 Million toward capital funding. The financial level of support for capital and operations requested from the EDA would be determined though the future phases of fundraising, business planning, and building design.
Recommendation: The Executive Director recommends approval.
Attachments: 6.2A RESOLUTION 6.2B COST-SHARING AGREEMENT 6.2C PROJECT FLYER
6.2A RESOLUTION Page 3
THE BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN PARK
RESOLUTION #2021-
APPROVING A COST-SHARING AGREEMENT WITH MINNESOTA STATE COLLEGES AND UNIVERSITIES FOR THE CENTER FOR INNOVATION AND THE ARTS DEVELOPMENT FUNDRAISING POSITION
WHEREAS, the Brooklyn Park Economic Development Authority (the “Authority”) was created in accordance with the Economic Development Authorities Act, Minnesota Statutes, Sections 469.090 to 469.108 (the “EDA Act”) by resolution of the City Council of the City of Brooklyn Park (the “City”) adopted on October 24, 1988; and
WHEREAS, the Authority possesses all of the powers of an economic development authority pursuant to the EDA Act and a housing and redevelopment authority pursuant to Minnesota Statutes, Sections 469.001 to 469.047; and
WHEREAS, an objective of the Authority is to protect and enhance Brooklyn Park’s economic vitality and livability; and
WHEREAS, the Authority supports partnerships to enhance amenities in the community; and
WHEREAS, the Authority has established an ongoing relationship with Minnesota State Colleges and Universities (“MnSCU”) and supports creating anchor destinations at the North Hennepin Community College campus which is located in the City; and
WHEREAS, the Authority, together with MnSCU and certain other community partners, envisions the development of a Center for Innovation and the Arts (“CITA”), a dynamic and inclusive center focused on leveraging resources of certain public and private stakeholders to create a facility that will greatly increase arts-related educational opportunities for students and the community, while increasing economic prosperity and advancing the quality of life in Brooklyn Park and surrounding communities; and
WHEREAS, the Authority and MnSCU have contributed financially toward CITA’s development, including, but certainly not limited to, the creation of a feasibility study, prepared by NTH, Inc. on May 29, 2019; and
WHEREAS, MnSCU now intends to hire a full-time employee to fill a temporary position (the “Position”) to further CITA’s development through fundraising efforts via available grants and other identified fundraising opportunities, among other responsibilities as may be determined; and
WHEREAS, the Authority and MnSCU desire to enter into a cost-sharing agreement (the “Agreement”) whereby each party will contribute toward the costs necessary to support and maintain the Position and other efforts necessary to support the Position’s fundraising responsibilities.
NOW, THEREFORE, BE IT RESOLVED by the Brooklyn Park Economic Development Authority Board of Commissioners (the “Board”) that:
BR275-190-702580.v1 6.2A RESOLUTION Page 4
1. The Authority approves the Agreement in substantially the form presented to the Board on the date of this Resolution and hereby authorizes the Executive Director and President to execute the Agreement on behalf of the EDA and to carry out, on behalf of the EDA, the EDA’s obligations thereunder when all conditions precedent thereto have been satisfied.
2. The approval hereby given to the Agreement includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the EDA and by the officers authorized herein to execute said document prior to its execution; and said officers are hereby authorized to approve said changes on behalf of the EDA. The execution of any instrument by the appropriate officers of the EDA herein authorized shall be conclusive evidence of the approval of such document in accordance with the terms hereof. This Resolution shall not constitute an offer and the Agreement shall not be effective until the date of execution by all parties. In the event of absence or disability of the authorized officers, any document authorized by this Resolution to be executed may be executed without further act or authorization of the Board by any duly designated acting official, or by such other officer or officers of the Board as, in the opinion of legal counsel to the EDA, may act in their behalf.
BR275-190-702580.v1 6.2B COST SHARING AGREEMENT Page 5
COST-SHARING AGREEMENT FOR CENTER FOR INNOVATION AND THE ARTS DEVELOPMENT FUNDRAISING POSITION
THIS COST-SHARING AGREEMENT (the “Agreement”) is entered into this ___ day of ______, 2021 by and between the Brooklyn Park Economic Development Authority, a public body corporate and politic of the State of Minnesota (the “EDA”), and the Board of Trustees of Minnesota State Colleges and Universities, on behalf of North Hennepin Community College (“MnSCU”). The EDA and MnSCU may be referred to in this Agreement individually as a “Party” or, together, the “Parties.”
RECITALS
WHEREAS, the Parties are committed to bringing performing and fine arts along with innovation space to the city of Brooklyn Park and the surrounding communities; and
WHEREAS, to that end, the Parties have envisioned the development of a Center for Innovation and the Arts (“CITA”), a dynamic and inclusive center focused on leveraging resources of the Parties and other public and private stakeholders to create a facility that will greatly increase arts-related educational opportunities for students and the community, while increasing economic prosperity, and advance the quality of life in Brooklyn Park and surrounding communities; and
WHEREAS, the shared vision of CITA’s development, as contained the feasibility study prepared by NTH, Inc. on May 29, 2019, includes (1) inspirational design with dynamic teaching, creating, and learning spaces; (2) inviting aesthetics that allow for distinctive and connective experiences; (3) community-centered educational programming; (4) equitable access and opportunities for all; and (4) financial stability through leveraged partnerships; and
WHEREAS, the Parties recognize and anticipate that the community will provide outstanding support for the development of CITA, and it will remain an exemplary arts facility for years to come; and
WHEREAS, in order to support the development of CITA, MnSCU desires to hire a full- time employee to fill a temporary position (the “Position”) to further CITA’s development through fundraising efforts, via available grants and other identified fundraising opportunities, among other responsibilities as may be determined to help facilitate CITA’s development; and
WHEREAS, through this Agreement, the Parties desire to establish a cost-sharing relationship whereby each Party will pay for one-half (50%) of the total costs necessary to support and maintain the Position and the efforts necessary to support the Position’s fundraising responsibilities, subject to certain limitations.
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained in this Agreement, the Parties agree as follows:
AGREEMENT 6.2B COST SHARING AGREEMENT Page 6
1. Incorporation of Recitals and Exhibits. The Recitals set forth above and the exhibit attached to this Agreement are fully incorporated into this Agreement.
2. Position Development. The Parties, through their respective Representatives, as defined in section 5a below, agree to collectively develop the Position, including, but not necessarily limited to, the Position’s job description, responsibilities, qualifications, salary, and benefits. The Parties aspire for the Position to be filled within three months of the date of this Agreement, and so the Representatives shall coordinate with one another in a timely fashion and in good faith to develop and post the Position with that goal in mind. The final details of the Position, including the job description, responsibilities, qualifications, salary, and benefits, shall be approved in writing by both Representatives prior to posting and hiring for the Position. Any modifications to such details shall require the written approval by both Party Representatives. The person hired to fill the Position will at all times be considered an at-will employee of MnSCU and not an employee of the EDA for any purpose whatsoever.
3. Cost-Sharing. During the term of this Agreement, the EDA agrees to contribute one-half of the actual and verifiable costs incurred by MnSCU for (i) the Position’s salary, benefits, and other direct costs related to the Position itself, including training and supplies (“Position Costs”), and (ii) the Position’s established budget to accommodate costs associated with Position responsibilities, including, but not limited to, promotional events, grant application costs, and costs associated with participating in other fundraising efforts (“Position Operating Expenses”), in an amount to not exceed $100,000 for calendar year 2021 and an amount determined by the EDA, in its sole discretion, not later than February 1 of each year thereafter (the “EDA Contribution”). Such amounts shall be paid to MnSCU in two annual installments and pursuant to the process detailed in section 4 of this Agreement.
Not later than December 15 of each year, commencing December 15, 2021, MnSCU shall deliver to the EDA a Position budget for the following calendar year.
4. Payments. One-half of annual Position Costs and Position Operating Expenses incurred by MnSCU, up to the predetermined EDA Contribution for each respective year, shall be reimbursed by the EDA pursuant to the following schedule:
a. On or before July 15 of each year, beginning in July of 2021, MnSCU shall provide to the EDA a detailed itemization of actual Position Costs and Position Operating Expenses incurred between January 1 and June 30 of said year. Upon review and approval of said costs by the EDA’s Representative, the EDA shall make payment to MnSCU for one-half of said total; provided, however, that in no event shall the EDA’s reimbursement made pursuant to this subsection 4(a) exceed the predetermined EDA Contribution for said year.
b. On or before January 15 of each year, beginning in January of 2022, MnSCU shall provide to the EDA a second detailed itemization of actual Position Costs and 6.2B COST SHARING AGREEMENT Page 7
Position Operating Expenses incurred between July 1 and December 31 of the prior calendar year. Upon review and approval of said costs by the EDA’s Representative, the EDA shall make payment to MnSCU for one-half of said total; provided, however, that in no event shall the EDA’s reimbursement made pursuant to this subsection 4(b), when combined with the EDA’s prior payment to MnSCU made pursuant to subsection 4(a), exceed the predetermined EDA Contribution for said year.
In the event that one-half of the total amount of Position Costs and Position Operating Expenses for any given year exceeds the predetermined EDA Contribution for said year, MnSCU shall be solely responsible for the entirety of such excess amount.
5. Representatives; Position Oversight.
a. Representatives. Each Party shall designate a representative (the “Representative”) for purposes of carrying out the goals, obligations and intent of this Agreement. The EDA Representative shall be its community development director, who is presently Kim Berggren, and MnSCU Representative shall be its ______, who is presently ______.
b. Position Hiring and Oversight. MnSCU agrees that all hiring decisions related to the Position, along with general Position oversight, management, and performance reviews, while ultimately being the responsibility of MnSCU, shall take into account any input provided by the EDA Representative. To that end, MnSCU shall make reasonable, good faith efforts to communicate with the EDA Representative prior to making any decisions about hiring for the Position and conducting performance reviews for any individual that fills the Position.
6. Term; Termination. The initial term of this Agreement shall be three years and shall commence on the date first written above, unless otherwise terminated in accordance with this section 6. The Parties may mutually agree to extend this Agreement beyond its initial three-year term, in writing at any time.
Either Party may terminate this Agreement for any reason or for no reason at all by providing 30 days’ written notice to the other Party. In the event of termination, all of the EDA’s cost-sharing obligations related to the Position shall cease as of the termination date. Accordingly, the annual itemization of costs from the year of termination provided by MnSCU pursuant to section 4 of this Agreement shall include only those Position Costs and Position Operating Expenses that were incurred prior to the date of termination.
7. Indemnification. Each Party agrees to indemnify, hold harmless, and defend the other Party, its officials, employees, contractors, and agents from and against any and all liability, loss, costs, damages, expenses, claims, actions, or judgments, including reasonable attorneys’ fees which the other Party, or its agents or contractors may sustain, incur, or be required to pay, arising out of or by reason of the indemnifying Party’s performance or non-performance of its obligations under this Agreement. 6.2B COST SHARING AGREEMENT Page 8
8. Insurance. During the entire term of this Agreement, MnSCU shall maintain workers’ compensation insurance (to the extent required by law) and commercial general liability insurance with a per occurrence limit of no less than $1,500,000.
9. Data Practices. Data provided, produced, or obtained under this Agreement shall be administered in accordance with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13. MnSCU will immediately report to the EDA any requests from third parties for information relating to this Agreement. MnSCU agrees to promptly respond to inquiries from the EDA concerning data requests. MnSCU agrees to defend and indemnify the EDA from any claim, liability, damage or loss asserted against the EDA as a result of MnSCU’s failure to comply with the requirements of this paragraph; provided that MnSCU shall have no duty to defend or indemnify where MnSCU has acted in conformance with the EDA’s written directions.
10. Compliance with Laws and Regulations; Equal Opportunity. MnSCU shall abide by all applicable laws, statutes, ordinances, rules, and regulations in performing this Agreement. During the performance of this Agreement, MnSCU must not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, or age.
11. Audits. MnSCU must allow the EDA, or its duly authorized agents, and the state auditor or legislative auditor reasonable access to MnSCU’s books, records, documents, and accounting procedures and practices that are pertinent to all payments made under this Agreement for a minimum of six years from the termination of this Agreement.
12. Notices. Any notices permitted or required by this Agreement shall be deemed given when personally delivered or upon deposit in the United States mail, first class and postage fully prepaid, and addressed to:
The EDA: Brooklyn Park Economic Development Authority 5200 85th Ave N Brooklyn Park, MN 55443 Attn: Executive Director
MnSCU: Minnesota State Colleges & Universities 30 7th Street East, Suite 350 St. Paul, 55101-7804 Attn: ______
With copy to:
North Hennepin Community College 7411 85th Avenue North Brooklyn Park, 55445-229 Attn: ______6.2B COST SHARING AGREEMENT Page 9
Or such other address as either party may provide to the other by notice given in accordance with this provision.
13. Governing Law. The execution, interpretation, and performance of this Agreement will, in all respects, be controlled and governed by the laws of Minnesota.
14. Severability. The provisions of this Agreement are severable. If any portion of this Agreement is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision will not affect the remaining provisions of the Agreement.
15. Complete Agreement. This Agreement contains the complete agreement between the Parties and supersedes any previous oral agreements, representations and negotiations between the Parties regarding the subject matters of this Agreement.
16. Waivers. By entering into this Agreement, the EDA does not waive its entitlement to any immunities or limits of liability under statute or common law. Any waiver by either Party of a breach of any provision of this Agreement will not affect, in any respect, the validity of the remainder of this Agreement.
17. Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original but all of which taken together shall be deemed a single instrument.
18. Non-Assignability. Neither Party shall assign an interest in this Agreement, nor shall transfer any interest in the same, without the other Party’s written consent.
19. Modification. No modifications or amendments may be made to this Agreement unless in writing and signed by the Parties hereto.
20. Headings. The headings contained in this Agreement have been inserted for convenience of reference only and shall in no way define, limit, or affect the scope and intent of this Agreement.
[remainder of page left intentionally blank]
6.2B COST SHARING AGREEMENT Page 10
IN WITNESS WHEREOF, the Parties have set their hands as of the date first above written.
BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY:
By: Its: President
By: Its: Executive Director
STATE OF MINNESOTA, BY AND THROUGH THE BOARD OF TRUSTEES OF MINNESOTA STATE COLLEGES AND UNIVERSITIES, ON BEHALF OF NORTH HENNEPIN COMMUNITY COLLEGE
By:
Its:
By:
Its:
6.2C PROJECT FLYER Page 11 Center for Innovation and the Arts Brooklyn Park
Collaborative and flexible space The Center for Innovation and the Arts in Brooklyn Park will provide state-of-the-art collaborative learning and flexible performance spaces. This center will increase local access to two and four-year fine and performing arts and related science and technology degrees and will serve as an arts focal point for Brooklyn Park and the surrounding communities.
Located across from North Hennepin Community College’s campus, adjacent to Hennepin County’s Brooklyn Park Library and the future METRO Blue Line Light Rail Transit (BLRT) stop, the Center for Innovation and the Arts will focus on equitable and inclusive access to arts and cross-cultural programming.
Project leads Other key partners Project timeline • Osseo Area Schools and 2015–2020: Pre-Planning other area school districts 2021–2024: Fundraising • Hennepin County and 2022–2023: Design neighboring cities • Various arts and STEAM 2023–2025: Construction community groups and stakeholders 6.2C PROJECT FLYER Page 12 Center for Innovation and the Arts Brooklyn Park
Deliverables • Replace the existing and outdated North Hennepin Community College Fine Arts Center (FAC); • Celebrate and create cultural connections through the arts in a very diverse community (over 50% people of color in area, with over 20% foreign born); • Expands partnership with 4-year universities; • Drive economic development in the area and serve as a local and regional asset by creating a destination location at a future BLRT stop; • Accommodate and complement a potential future adjoining STEAM magnet high school
Program elements The 83,130 square foot facility is planned to include: • Large performance studio • Theatre studio/ black box • Art Gallery • Music rehearsal and practice rooms • Theatre and dance rehearsal studios • Visual arts Studios • Classrooms and state-of-the-art flexible technology spaces • Administrative and faculty offices • Event space • Outdoor plaza Estimated cost The estimated total project cost is $85 million. The partnership is seeking General Obligation Bonding from the state (approx. $45 million), a contribution from the City of Brooklyn Park, grant funding, and other private and philanthropic contributions.
Project contact: Rolando García, NHCC President 763-424-0820 [email protected]
More information available at www.nhcc.edu/cita City of Brooklyn Park Request for EDA Action
Agenda Item: 6.3 Meeting Date: February 16, 2021 Originating Community Development & Agenda Section: General Action Departments: Recreation and Parks
Resolution: X Daniela Lorenz, Business Ordinance: N/A Prepared By: Development Coordinator Daniela Lorenz, Business Attachments: 2 Presented By: Development Coordinator Consider Approving an Amendment to the EDA General Fund Budget in the Amount of Item: $106,000 to Enter into a Professional Service Agreement with the Liberian Business Association to Provide a Business Technical Assistance and Microgrant Program to Brooklyn Park Businesses
Executive Director’s Proposed Action:
MOTION ______, SECOND ______, TO WAIVE THE READING AND ADOPT RESOLUTION #2021_____ APPROVING AN AMENDMENT TO THE EDA GENERAL FUND BUDGET IN THE AMOUNT OF $106,000 TO ENTER INTO A PROFESSIONAL SERVICE AGREEMENT WITH THE LIBERIAN BUSINESS ASSOCIATION TO PROVIDE A BUSINESS TECHNICAL ASSISTANCE AND MICROGRANT PROGRAM TO BROOKLYN PARK BUSINESSES.
Overview:
At its January 18 work session, the Brooklyn Park Economic Development Authority indicated to staff an interest in pursuing programming that better supports locally owned and operated businesses and local entrepreneurs. While no specific programming suggestions were made at that meeting, the EDA did indicate additional opportunities for technical assistance and innovative training programs as ways to benefit the business community in Brooklyn Park. Currently the City has one contract with the Metropolitan Consortium of Community Developers (MCCD) to provide free and low-cost technical assistance to businesses and entrepreneurs in the City through its Open to Business program. While the partnership with MCCD has been helpful, the City has received feedback from businesses and organizations in the community that more technical assistance options and more options that are culturally specific or local would be beneficial to the local business community.
In December 2020, the Liberian Business Association (LIBA) presented a $106,000 proposal to create and administer a business technical assistance program which provides 30 program participants with a laptop computer with QuickBooks and Office 365 software, a training to learn QuickBooks, and a $1,500 microgrant to help pay for eligible business expenses such as business rent, payroll, inventory, business insurance, and other essential business needs. The proposed technical assistance program aims to provide businesses with the tools needed to produce financial records that will help a business understand their financial position, help them operate in the formal economy, and assist them when applying for grants and loans. LIBA ran a similar program in Brooklyn Center that was funded with that community’s Coronavirus Aid Relief and Economic Security Act (CARES act) allocation. Staff connected with Brooklyn Center staff who indicated they were happy with the program and they indicated they intend on providing funds to do a second round of trainings using Brooklyn Center city funds.
If the Economic Development Authority (EDA) authorizes the Executive Director to enter into this contract with LIBA, staff will finalize the contract and LIBA will begin purchasing necessary hardware and software to administer the program and recruiting businesses to participate in the program.
6.3 Page 2
Primary Issues/Alternatives to Consider:
• Why is this program and partnership needed at this time?
To help small businesses mitigate the impact of the COVID-19 pandemic, several Federal, State, County, and local funds have been made available to businesses that were affected by mandated business closures and decreased customer traffic. Through the deployment of these funds there is evidence that most funds on the Federal and State level were awarded to established businesses owned primarily by white identifying individuals. County and local funds were more successful at deploying funds to Black, Indigenous, and Person of Color (BIPOC) and women owned businesses but still saw a trend that many small and home-based businesses had a difficult time showing COVID-19 impacts in the form of profit and loss statements, balance sheets, or separate business banking accounts. Through its experience helping small and microbusinesses in Brooklyn Park access pandemic related funds, the Liberian Business Association (LIBA) recognized that many businesses did not have a way to properly show their revenues, expenses, and profits year over year which was a requirement to show COVID impact for many funds. Staff had a similar experience while working with businesses to deploy City- administered CARES funds.
LIBA as an organization has history and experience working with businesses in the community and is a trusted resource for many local businesses. This program offers LIBA a chance to expand their offerings to local businesses while using their trusted community relationships to help strengthen small businesses and entrepreneurs.
• How will the funds be used and distributed?
Below is a chart showing how LIBA is proposing to use the funds. Funds will be dispersed in three payments. The first will be payment would be for the upfront purchase for laptops and software. The second payment will be dispersed upon receipt showing the purchase of the laptops and software and will be used to administer the trainings and account for the overhead costs to run the program. The final payment will be for microgrants to the businesses who successfully completed the training. These funds will be distributed once program participants have shown at least $1,500 in eligible expenses (already incurred or proposed) incurred between and March 1, 2021 and September 30, 2021. Preferably grants will be for reimbursements, however, if a business needs the grant funds in order to purchase essential equipment or pay for contracts staff and LIBA will work with them to determine how to show proof of planned expenses in order to receive grant funds.
# Item Description I Item Description II Cost 1 30 Individual Businesses QuickBooks Training 30 at $300 $9,000 2 30 Laptop Computers 30 at $650 $19,500 3 30 QuickBooks one Year Subscription 30 @ $435 $10,350 4 30 Office Home 365 one Year Subscription 30 at $150 $4,500 5 30 Business Grant funds 30 at $1,500 $45,000 Subtotal $88,350 6 Administrative Cost for Training and Deployment 20 % of cost to provide $17,670 of Program trainings and procure software and hardware Total Cost $106,020
• When will the program take place?
LIBA has until October 1, 2021 to provide trainings to 30 businesses and complete all reporting requirements. Once the contract is finalized, LIBA will start accepting applications to the program with the goal of holding the first training in this spring.
6.3 Page 3
• How will program participants be selected?
LIBA will open an application period for businesses to apply to participate in the program. Once the application window has closed LIBA will provide a list of businesses eligible to participate in the program to EDA staff. Eligible businesses must be located in Brooklyn Park, registered with the Minnesota Secretary of State, have been in business in the City for at least one year, show they have eligible expenses, and have 10 or fewer employees. If there are more than 30 eligible businesses EDA staff will work with LIBA to select the final 30 participants. Priority will be given to businesses that can show eligible expenses and are owned by Brooklyn Park residents, businesses owned by People of Color, businesses owned by women, or businesses owned by immigrants. Although administered by LIBA because of its experience with this program, the program is not exclusive to Liberians and will be marketed broadly to small business owners and entrepreneurs.
• What reports or deliverables will LIBA be expected to provide?
LIBA is expected to provide the following reporting and program deliverables: o Participant files which include: . Business application . Proof of eligible expenses . Proof of program completion . W9 . Any contracts between LIBA and the business that is deemed necessary o A list of program participants including name and contact information o Exit surveys from at least 70% of program participants o A short report from each participant explaining how the grant funds were spent and how they benefited their business.
Budgetary/Fiscal Issues:
An amendment to the 2021 EDA general fund budget will need to occur to fund this program. The proposal to run this program was presented to the EDA after the 2021 budget had been completed. This contract is unique because it was an unsolicited proposal brought to EDA staff rather than a program run through a defined procurement process. In this case this process is appropriate given the unique nature of this program, LIBA’s experience with and knowledge of the Brooklyn Park business community and its history of successfully running a similar program in a neighboring community.
Attachments: 6.3A RESOLUTION 6.3B DRAFT PROFESSIONAL SERVICE AGREEMENT
6.3A RESOLUTION Page 4
THE BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN PARK
RESOLUTION #2021 -
APPROVING AN AMENDMENT TO THE EDA GENERAL FUND BUDGET IN THE AMOUNT OF $106,000 TO ENTER INTO A PROFESSIONAL SERVICE AGREEMENT WITH THE LIBERIAN BUSINESS ASSOCIATION TO PROVIDE A BUSINESS TECHNICAL ASSISTANCE AND MICROGRANT PROGRAM TO BROOKLYN PARK BUSINESSES
WHEREAS, On November 23, 2020, the Liberian Business Association (LIBA) approached the City of Brooklyn Park’s Economic Development Authority (EDA) with a proposal to create and administer a business technical assistance program; and
WHEREAS, through deployment of COVID-19 related funds at the Federal, State. County, and local level, staff from the city and LIBA identified a need to assist businesses with their bookkeeping and accounting practices; and
WHEREAS, the proposed program provides the following to eligible businesses: a laptop computer with QuickBooks and Microsoft Office 365 software, training on how to use QuickBooks and bookkeeping best practices, and a microgrant for $1,500 upon completion of the program; and
WHEREAS, LIBA will provide training to 30 eligible businesses; and
WHEREAS, an eligible business is the following: located in Brooklyn Park, has been in business for at least one year from the date of their application, is registered with the Minnesota Secretary of State, can show proof of eligible business expenses of at least $1,500, and has 10 or fewer employees; and
WHEREAS, LIBA has experience operating a similar program successfully in other neighboring communities; and
NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority of the City of Brooklyn Park to approve an EDA general fund budget amendment in the amount of $106,000 to enter into Professional Service Agreement with the Liberian Business Association in the amount of $106,000 to provide a business technical assistance and microgrant program to Brooklyn Park businesses and authorizes the following:
1. The EDA hereby authorizes an amendment to the 2021 EDA general funds budget in the amount of $106,000.
2. The Executive Director to enter into a Professional Services Agreement for the business technical assistance program with LIBA based on the proposal presented to the City of Brooklyn Park’s Economic Development Authority; and
3. The Executive Director to execute the Agreement on behalf of the City of Brooklyn Park Economic Development Authority and to carry out, on behalf of the EDA, and its obligations thereunder. 6.3B DRAFT PROFESSIONAL SERVICES AGREEMENT Page 5 BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY SMALL PROJECT WORK AGREEMENT
This agreement is made this ______day of ______2021, by and between the Brooklyn Park Economic Development Authority (the EDA) and the Liberian Business Association in the Diaspora (LIBA) to operate a business technical assistance program.
In consideration of the mutual covenants and promises contained in this Agreement, the EDA and LIBA agree as follows:
I. SCOPE OF SERVICES 1. The EDA agrees to engage LIBA to operate a business technical assistance program and LIBA agrees to perform in satisfactory and proper manner the services, according to the timeline as outlined in Exhibit A a. Providing no cost technical assistance services to 30 businesses to help them understand the full functionality of QuickBooks software b. Providing business that have successfully completed training with $1,500 microgrants funded by the EDA c. Survey of businesses
II. COMPENSATION AND TIMING OF PAYMENT 1. The EDA agrees to pay LIBA $106,020 for the services set forth in this agreement. The following chart shows the costs to run this program for 30 businesses. Additional details about the software, computers, and administrative costs can be found in the scope in Attachment A:
# Item Description I Item Description II Cost 1 30 Individual Businesses QuickBooks Training 30 at $300 $9,000 2 30 Laptop Computers 30 at $650 $19,500 3 30 QuickBooks one Year Subscription 30 at $435 $10,350 4 30 Office Home 365 one Year Subscription 30 at $150 $4,500 5 30 Business Grant funds 30 at $1,500 $45,000 6 Administrative Costs to deploy training Overhead 20% of cost to provide $17,670 trainings and procure equipment and software Total $106,020 Cost
2. Upon the submittal of a payment request and at least three (3) quotes for purchase, the EDA will pay LIBA $34,350 towards the purchase of the following: a. The cost of procuring 30 laptop computers to be given to program participants b. The cost of procuring 30 QuickBooks one-year subscriptions c. The cost of procuring 30 Office Home 365 software one-year subscriptions 6.3B DRAFT PROFESSIONAL SERVICES AGREEMENT Page 6 3. The EDA will pay LIBA up to $26,670 towards the delivery of the training of 30 businesses upon receiving the following from LIBA: a. Receipt showing the purchase of all hardware and software b. The registration including business names and contacts of 30 businesses or individuals to the program
4. The remaining payment of up to $45,000 will be disbursed as needed by the EDA to LIBA to be disbursed in the form of microgrants up to $1,500 to each business which completes the program. The following information must be submitted along with a payment request to receive the microgrant funds: a. A list of program applicants including contact information (phone number and email) for all business participants b. A participants file which includes: i. Business program application ii. Proof of registration with the Minnesota Secretary of State iii. W-9 iv. Proof of eligible expenses totaling at least $1,500 incurred from July 1, 2020 up to the date of training (proof of expenses includes receipts, paid invoices, contracts, price quotes for future expenses) 1. If a business needs the grant funds to pay for a future expenses LIBA and EDA staff will work with the business to determine acceptable expense documentation
III. DUTIES 1. LIBA will update the City monthly, including: a. Program progress including number of participants, amount of grant funds dispersed, updates on exit surveys, and other pertinent program information as requested by the EDA 2. LIBA will complete all contracted work, reporting, and final invoicing by October 1, 2021. 3. Both LIBA and the EDA will market and disseminate information about this program and its benefits to small businesses in the City of Brooklyn Park 4. The EDA will provide up to $45,000 in funds to provide microgrants of up to $1,500 to each business which provides eligible expenses and that LIBA reports has successfully completed the training program. Eligible expenses are limited to: a. Business rent or mortgage payments b. Vendor payments c. Inventory Payments d. Other essential business needs as approved by LIBA and the EDA
IV. CONTRACT TERM 6.3B DRAFT PROFESSIONAL SERVICES AGREEMENT Page 7 1. Period of Performance. This Agreement shall commence as of the date first written above and shall terminate on October 1, 2021. 2. The EDA and its staff reserve the right to ask for tracking information at any time. The EDA and its staff reserve the right to contact businesses which have received technical assistance services from LIBA at any time. 3. Termination of Agreement. The EDA and LIBA both shall have the right to terminate this Agreement at any time and for any reason by submitting written notice of termination to the other party at least thirty (30) calendar days prior to the specified effective date of the termination. In addition, the EDA shall have the right to terminate this Agreement on ten (10) calendar days written notice if LIBA’s performance is not timely or is substantially unsatisfactory or if LIBA has violated any of the terms, conditions, or agreements contained in this Agreement. In either event, on the termination of this Agreement, all finished and unfinished documents and work papers prepared by LIBA pursuant to this Agreement shall become the property of the EDA and LIBA will be paid for services satisfactorily performed up to the date of the termination of the Agreement. 4. Upon any termination, LIBA shall return the following items if they have not been utilized per the program: a. Any unused funds b. Any undispersed grant funds c. Any unused hardware d. Any unused software
V. CONTRACT PERFORMANCE AND MODIFICATION 1. Assignment. LIBA shall perform with the members and employees of its own organization the total work provided for under this Agreement and shall not assign, subcontract, sublet, or transfer any of the contract work provided for under this Agreement without receiving the express written consent of the Executive Director or Assistant Executive Director. 2. Amendments. The terms of this Agreement may be changed or modified by mutual agreement of the EDA and LIBA. Such amendments, changes, or modifications shall be effective only on the execution of written amendment(s) signed by the EDA and LIBA.
VI. WORK PRODUCTS AND AUDITS 1. Work Products. All reports, data, materials, information and other work products (“EDA information”) prepared and developed in connection with the provision of services contemplated in this Agreement shall become the property of the EDA. LIBA may, without prior written approval of the EDA, disclose EDA information to third parties but solely in connection with the performance of its duties under this Agreement.
VII. MISCELLANEOUS PROVISIONS 6.3B DRAFT PROFESSIONAL SERVICES AGREEMENT Page 8 1. EDA’s Authorized Agent. The EDA’s authorized agent for purposes of administration of this Agreement is Kim Berggren. 2. LIBA’s Authorized Agent. LIBA’s authorized agent for purposes of administration of this Agreement is Jackson George. All financial work shall be performed by or under the supervision of Jackson George. 3. LIBA certifies that to the best of its knowledge, no EDA employee or employee or officer of any agency interested in this Agreement has any pecuniary interest in the business of LIBA or with this Agreement and that no person associated with LIBA has any interest that would conflict in any manner or degree with the performance of this Agreement. 4. Relationship of the Parties. This Agreement shall not constitute, create, give effect to or otherwise imply a joint venture, partnership or formal business organization of any kind between the EDA and LIBA. LIBA shall act as an independent contractor and not as an agent for the EDA, and LIBA shall not have any authority to bind the EDA. 5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to its conflicts of laws principles. Each Party irrevocably submits to the jurisdiction of the federal or state courts in Hennepin County, Minnesota for the purposes of any suit, action or other proceeding arising out of this Agreement and each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement in the federal or state courts in the State of Minnesota. 6. Counterparts. This Agreement may be executed in several counterparts. If so executed, each of such counterparts shall be deemed an original for all purposes and all counterparts shall, collectively constitute an agreement. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the EDA and LIBA have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.
ECONOMIC DEVELOPMENT AUTHORITY
By: ______Date:______Kimberly Berggren, Executive Director 5200 85th Ave N Brooklyn Park, MN 55443
LIBERIAN BUSINESS ASSOCIATION IN THE DIASPORA
By: ______Date: ______Jackson George 6248 Lakeland Ave N, Suite 206 Brooklyn Park, MN 55428 6.3B DRAFT PROFESSIONAL SERVICES AGREEMENT Page 9
Exhibit A Proposed Program Program Description
The Liberian Business Association in the Diaspora was founded to aid, counsel, assist and protect the interests of minority businesses while working to preserve free competitive enterprise. We engage in advocacy, partnerships, and projects that promote entrepreneurship, build minority business capacities, and foster dialogues on economic development and private sector issues and challenges; to promote solutions and best practices that lead to sustained economic growth and private sector empowerment.
The COVID-19 pandemic has had and continues to have an immense impact on minority businesses and has changed the business landscape and the way businesses operate. Majority of micro and small businesses before the pandemic lack access to capital and financial knowledge. The pandemic has exacerbated predatory lending and micro and small businesses continue to struggle.
The purpose of this COVID-19 Business Technical Assistance Enhancement grant proposal is to identify thirty (30) businesses operating in the City of Brooklyn Park to help alleviate their financial hardships and provide educational and technical assistance to startups, micro and small businesses. LIBA is requesting a total not to exceed one hundred and six thousand and twenty dollars ($106,020) to implement this program.
The grant will be one-time assistance and will be administered for the following purposes: Education – A one day course of QuickBooks training Equipment - Purchase of one laptop computer Software – 12 Months Microsoft Office, and QuickBooks subscriptions Funds – One-time payment of $1,500 as business grant fund
Education: Businesses in Brooklyn Park will apply to be a part of this program. LIBA will hire a firm to conduct QuickBooks training that will entail. Understanding the functionality of QuickBooks • Organizing Company Files • Creating Reports • QuickBooks Accounts • Editing and Memorizing Transactions • Setting Up Bank Feeds for Accounts • Viewing, Downloading, and Adding Online Transactions • Estimating, Time Tracking and Job Costing • Customizing Forms • Exporting Reports to Microsoft Excel • Printing Reports • Backing Up and Restoring a Company File
Technical Support will be provided 30 days after the course/training. Businesses will be able to contact the instructor for support.
Equipment: Each participant will be provided a laptop computer valued at up to $650 for the operations of the business. The laptop computer will be provided to each participant at the start of the training. The computer would include the following; • Operating System: Windows 10 Home 64 • Processor and graphics: Intel Core i5-10210U (1.6 GHz) 6.3B DRAFT PROFESSIONAL SERVICES AGREEMENT Page 10 • Storage: 256 Plus • Office Software: Microsoft 365 Home 1-year
Software: Each laptop computer will be loaded with one-year subscription each of Microsoft Office Home 365, and QuickBooks Desktop Pro.
Capital Expense: Upon completion of the technical assistant training/program, each participant will be awarded a total of $1,500 as business grant fund to cover expenses such as: • Rent payment • Reimbursement for COVID-19 related expense • Vendor payments • Inventory
Reporting: LIBA will provide the City with a detailed report including the names, contact information, date of training for businesses that participate in the trainings. For payment of business grant, LIBA will also provide a copy of the check issued to the business.
LIBA will also conduct a short survey asking participants about their experience in the training and what additional needs they may have. LIBA will conduct a follow-up meeting or have a follow-up conversation with program participants 6 months after the training to determine which additional resources or trainings might be needed.
The City will develop the exit survey in collaboration with LIBA to give to class participants after the first training. The City will also do post-training follow-up with 5-7 participants to inquire about their experience in the trainings and what additional resources they might need.
Business Requirements: The goal of this program is to assist budding businesses and start-ups to enhance their business practices. Therefore, participating businesses will be registered and in good standing with the State of Minnesota and have gross sales any of quarter of 2020 or Q1 of 2021.
Partnership
The Partnership will entail the following:
City of Brooklyn Park 1) The Brooklyn Park EDA agrees to make a one time, up front grant payment to LIBA for the purchase of computers, hardware, and software for 30 businesses; and the administrative investment by LIBA. 2) Upon graduating a business from the technical and equipment training, the Brooklyn Park EDA will make payment of $1,500 per business, upon submittal of an invoice with name of business and evidence of completion of required training, for thirty businesses. Invoicing can be done in any amount to the EDA, based on the timing of businesses’ successful completion of the course.
LIBA-Diaspora 3) LIBA agrees to administer the COVID-19 Business Technical Assistance Enhancement grant in accordance with guidelines set in this proposal. 4) LIBA will update the City monthly and make a final report of the program by June 30, 2021; 6.3B DRAFT PROFESSIONAL SERVICES AGREEMENT Page 11 5) LIBA will charge a fee for administrative cost to cover the costs to recruit businesses, purchase and install hardware and software, coordinate the training, prepare invoices, complete follow up business surveys, and report on results; 6) This program will enhance the collection of data through the Technical Assistance program LIBA already has with the City of Brooklyn Park. 7) LIBA will market and disseminate information about this program and its benefits to small businesses in the City of Brooklyn Park.
Program Budget
# Item Description I Item Description II Cost 1 30 Individual Businesses QuickBooks Training 30 at $300 $9,000 2 30 Laptop Computers 30 at $650 $19,500 3 30 QuickBooks one Year Subscription 30 @ $435 $10,350 4 30 Office Home 365 one Year Subscription 30 at $150 $4,500 5 30 Business Grant funds $45,000 Subtotal $88,350 6 Administrative Overhead 20% of subtotal $17,670 Total Cost $106,020 *each item listed here is a not-to-exceed line item.
City of Brooklyn Park Request for EDA Action
Agenda Item: 6.4 Meeting Date: February 16, 2021 Originating Agenda Section: General Action Departments: Community Development
Resolution: X
Ordinance: N/A Prepared By: Sarah Abe, Project Facilitator
Attachments: 2 Presented By: Sarah Abe, Project Facilitator Consider Approving an Amendment to the EDA General Fund Budget in the Amount of Item: $75,000 to Enter into a Professional Service Agreement with Paadio Consulting to Develop a Program to Increase the Diversity of Procurement within Companies with Facilities in Brooklyn Park
Executive Director’s Proposed Action:
MOTION ______, SECOND ______, TO WAIVE THE READING AND ADOPT RESOLUTION #2021- __ APPROVING AN AMENDMENT TO THE EDA GENEREAL FUND BUDGET IN THE AMOUNT OF $75,000 TO ENTER INTO A PROFESSIONAL SERVICE AGREEMENT WITH PAADIO CONSULTING TO DEVELOP A PROGRAM TO INCREASE THE DIVERSITY OF PROCUREMENT WITHIN COMPANIES WITH FACILITIES IN BROOKLYN PARK.
Overview:
In December of 2020, Paadio Consulting sent a solicitation of interest to develop a new project for the Brooklyn Park Economic Development Authority (EDA). The project focuses on inclusive micro economic development, increasing the diversity of procurement (contractors, vendors, and suppliers) for large businesses in the city and on strengthening the capacity and sustainability of small and micro businesses with a focus on underserved businesses, particularly those owned by women or Black, Indigenous, and people of color (BIPOC)-identified individuals. The proposal aims to connect with five institutional partners to understand and map their procurement processes while simultaneously equipping ten small and micro businesses with the information and resources necessary to access procurement at those large companies. In its January 11 worksession, the EDA indicated a desire to explore ways to improve and diversify its internal procurement processes and cited a desire to work with more local businesses, contractors, and service providers. This proposal is responsive to that need and will identify improvements for EDA procurement practices, create connections with more small business vendors who are trained in providing procurement services, and develop a pilot program for other businesses in Brooklyn Park to do the same.
Background:
Paadio Consulting is a company located in North Minneapolis that is deeply committed to the prosperity and sustainability of the micro business community in the region. Paadio Consulting provides training, strategic planning and professional development for micro and small businesses. It also conducts needs assessment and community engagement for agencies and corporate bodies to improve their trust and relationship with the BIPOC community. This Procurement Diversity Project has the potential to become a model for supporting small businesses in accessing the procurement practices of large companies and industries nationwide.
In order to be responsive to community-driven demands for workforce development and other community services, we are proposing to partner with Paadio on this work as a sole source contract. This is a pilot program and there may be an opportunity to competitively bid for this work in the future.
6.4 Page 2
The following things were considered when determining that a non-competitively secured contract is appropriate for this work:
- The unique nature of the program - Desire for the EDA to partner with more local and BIPOC-owned businesses doing work in Brooklyn Park - Paadio’s specific history and expertise with doing similar training, development, and needs assessment work for large corporations with a focus on building relationships with small BIPOC-owned businesses
Primary Issues/Alternatives to Consider:
• What is the Procurement Diversity Project?
The Procurement Diversity Project connects with large businesses and institutions to understand and map their procurement processes while equipping small or micro businesses with the training needed to access procurement. The project uses institutional partners to demystify the requirements to become a contractor or vendor and produce materials that will educate small businesses on accessing those opportunities. Local small and micro business partners are recruited to participate in training and build their capacity to contract as a supplier with institutional participants.
At the end of the 10-month project, Paadio will have:
o Gained commitment from five large companies across several industries to invest in diversity, equity, inclusion, and support small businesses through this project; o Developed a communications strategy and kit for recruiting new partners to this or future projects; o Mapped a vendor list of requirements, application processes, and formal and informal rules around selecting procurement partners; o Created recommendations for large businesses on how to amend their procurement policies and practices to be more inclusive of local small/micro businesses; o Deployed four training workshops that build the capacity of participating microbusinesses with technical assistance and accountability coaching to build a better business plan and obtain any necessary certifications to become a procurement partner for large businesses in Brooklyn Park.
• How is this project funded?
Each participant will contribute financially to the success of the project. Project partners and participants will also be asked to contribute financially. The EDA is a key sponsor and will contribute $75,000 to develop this pilot program.
• Why should the EDA consider this partnership pilot project?
The Procurement Diversity Project directly benefits small and micro businesses in Brooklyn Park. It will train small businesses on accessing the procurement practices for large businesses in the city and create opportunities for large companies to identify areas where they can be more inclusive of local businesses as contractors and vendors. These benefits align with the Brooklyn Park 2025 goal of creating a balanced economic environment that allows businesses and people to thrive. It also supports the city’s efforts in racial equity, diversity and inclusion as awareness of procurement is a key strategy in advancing economic inclusion. Small businesses, particularly BIPOC-owned businesses, have been hit particularly hard by the effects of the COVID- 19 pandemic. This project comes at a time when support for these businesses is more acutely needed to counter the pandemic’s negative impacts and support the city’s businesses to thrive. This project could create a blueprint for this work to happen more widely across the city and expand to other cities as well, making the Brooklyn Park EDA a leader in creating strategies that build economic inclusivity.
6.4 Page 3
The project will also directly benefit the EDA by evaluating its internal procurement processes to be more inclusive of our small business community and identifying external small and micro businesses as potential future partners for services. This will allow the EDA to work with a more diverse range of local businesses, contractors, and service providers for future projects.
• What is the project schedule?
An estimated project timeline with the dates of completion for each component is as follows:
1. Request approval from the EDA February 16, 2021 2. Identify and secure commitment from 5 institutional partners April 2021 3. Identify and secure participation from 10 small/micro businesses May 2021 4. Mapping procurement processes and contractor opportunities August 2021 5. Create recommendations to amend procurement policies August 2021 6. Develop and deliver training and coaching for small/micro businesses October 2021 7. Final report documenting material and financial impact December 2021
Budgetary/Fiscal Issues:
Funding to develop the procurement diversity project is proposed to come from the EDA’s General Activities Fund. A budget amendment is needed as this project was not included in the 2021 EDA budget passed in November 2020.
Payment will be made in three installments to Paadio Consulting. The first payment is an up-front payment of 1/3 of the contract, or $25,000. The up-front payment allows the EDA to partner with small local businesses, contractors, and service providers who do not have substantial cash reserves to perform work on a solely reimbursement-basis. It is difficult to seek reimbursement for funds that are prepaid, which means the EDA is at higher risk of losing prepaid funds if the work is not completed for any reason. The contract is structured with second and third $25,000 payments being made upon receiving deliverables to minimize this risk.
Attachments: 6.3A RESOLUTION 6.3B DRAFT PROFESSIONAL SERVICE AGREEMENT
6.4A RESOLUTION Page 4
THE BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN PARK
RESOLUTION #2021 -
APPROVING AN AMENDMENT TO THE EDA GENERAL FUND BUDGET IN THE AMOUNT OF $75,000 TO ENTER INTO A PROFESSIONAL SERVICE AGREEMENT WITH PAADIO CONSULTING TO DEVELOP A PROGRAM TO INCREASE THE DIVERSITY OF PROCUREMENT WITHIN COMPANIES WITH FACILITIES IN BROOKLYN PARK.
WHEREAS, in December 2020, Paadio Consulting sent the City of Brooklyn Park Economic Development Authority (EDA) a letter of solicitation to develop a program to increase the diversity of procurement within companies with facilities in Brooklyn Park;
WHEREAS, the project will increase the capacity and ability for small and micro businesses to access procurement practices of large industries and companies in Brooklyn Park;
WHEREAS, Paadio Consulting will map procurement practices at large companies and provide training and coaching to ten small or micro businesses; and
NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority of the City of Brooklyn Park to approve a Professional Services Agreement with Paadio Consulting in the amount of $75,000 to develop a program to increase diversity of procurement within companies with facilities in Brooklyn Park; and
1. The Executive Director and/or her designee to enter into a Professional Services Agreement for the Diversity in Procurement Project to Paadio Consulting based on the proposal presented to the City of Brooklyn Park’s Economic Development Authority; and
2. The Executive Director and/or her designee to execute the Agreement on behalf of the City of Brooklyn Park Economic Development Authority and to carry out, on behalf of the EDA, its obligations thereunder; and
3. The Executive Director and/or her designee to approve such modifications to the agreements as in their judgment is consistent with the spirit and content thereof. 6.4B DRAFT PROFESSIONAL SERVICE AGREEMENT Page 5
BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made and entered into this day of 2021, by and between the Brooklyn Park Economic Development Authority (EDA), Minnesota, hereinafter referred to as "EDA", and Paadio Consulting, a consulting company whose address is 1007 Broadway Ave, Minneapolis MN 55411, hereinafter referred to as "Paadio."
The EDA and Paadio, in consideration of the mutual terms and conditions, promises, covenants, and payments hereinafter set forth, agree as follows:
SECTION 1: Scope of Services. The EDA agrees to engage Paadio to develop a program to increase the diversity of procurement within companies with facilities in Brooklyn Park. The specific tasks, deliverables, timelines, etc. that make up these services are detailed in Attachment A.
SECTION 2: Time for Completion. The services described in Attachment A shall be commenced upon execution of the Agreement and will be completed in accordance with the schedule mutually agreed upon with the EDA which is detailed in Attachment A. Paadio shall not proceed with any task without specific authorization from the EDA.
SECTION 3: Billings and Payment. For Paadio’s faithful performance of this Agreement, the EDA hereby agrees to compensate Paadio based on deliverables produced as detailed in Attachment A. Payment shall be made in three installments of $25,000 for a total of $75,000. The first payment shall be made upon signing this contract. The second shall be made once the EDA receives and verifies the following deliverables specified in Attachment A:
• Communications strategy and kit (Task One) • List of committed companies and contact information. A short written description of each company and stated commitments. (Task One) • Names, title of contact person, and contact information for participating small and micro businesses. A short written description about each business and interest in the program. (Task Two) • Map of vendor list requirements, application processes, and formal and informal processes/rules (Task Three) • Types, categories and financial values of supply chain relationships (Task Three) • Job opportunities/salaries for participating industries (Task Three) • “Kit” for developing preferred vendor or contractor status (Task Three) • Recommendations for large businesses on how to amend their procurement policies and practices to be more inclusive of local small/micro businesses (Task Three)
The EDA shall make the final payment upon receipt and verification of the remaining agreed upon deliverables according to the schedule detailed in Attachment A.
The EDA reserves the right to ask for additional information to supplement reporting at any time. The EDA and its staff reserve the right to ask for tracking information at any time. The 6.4B DRAFT PROFESSIONAL SERVICE AGREEMENT Page 6
EDA and its staff reserve the right to contact businesses who are participants or sponsors of the program at any time.
SECTION 4: Ownership of Work Products. All deliverable work products and supporting documentation shall be provided by Paadio to the EDA for its own use without any need for other consent or approvals.
SECTION 5: Independent Contractor. It is agreed by the parties that, at all times and for all purposes within the scope of this Agreement, the relationship of Paadio to the EDA is that of independent contractor and not that of employee. No statement contained in this Agreement shall be construed so as to find Paadio an employee of the EDA, and Paadio shall be entitled to none of the rights, privileges, or benefits of EDA employees.
SECTION 6: Compliance with Applicable Law. Paadio agrees to comply with all federal, state, and local laws or ordinances, and all applicable rules, regulations, and standards established by any agency of such governmental units, which are now or hereafter promulgated insofar as they related to Paadio’s performance of the provisions of this Agreement.
ECTION 7: Hold Harmless. Paadio shall indemnify, save, hold harmless, protect, and defend the EDA, its officers, agents, and employees from all claims, actions or suits of any character brought for or on account of any claimed or alleged injuries or damages received by any person or property, including the EDA, resulting from any act or omission by any person employed by Paadio in carrying out the terms of this Agreement.
SECTION 8: Termination. Either party to this Agreement may terminate it by giving no less than thirty (30) days written notice of the intent to terminate to the other party. In the event of termination, Paadio will be paid by the EDA for all service, timely, and faithfully rendered up to the receipt of the notice of termination and thereafter until the date of termination. Any funds received by Paadio according to the payment schedule in Section 3 in excess of the amount it is entitled to receive will be repaid to the EDA.
The EDA reserves the right to suspend or terminate this Agreement if Paadio violates any of the terms or conditions of this Agreement or does not fulfill, in a timely and proper manner, its obligations of this Agreement as determined by the EDA. In the event that the EDA exercises its right of suspension or termination under this Section, it shall submit written notice to Paadio, specifying the extent of such suspension or termination under this Section, the reasons therefore, and the date upon which such suspension or termination becomes effective. Upon receipt of such notice, Paadio shall take all actions necessary to discontinue further commitments of funds to the extent that they relate to the suspended or terminated portions of this Agreement.
SECTION 9: Amendment or Changes to Agreement. EDA or Paadio may request changes that would increase, decrease, or otherwise modify the Scope of Services. Such changes and method of compensation must be authorized in writing in advance by the EDA. An alternations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when reduced to writing and duly signed by the parties.
SECTION 10: Entire Agreement. It is understood and agreed that the entire Agreement supersede all oral agreements and negotiations between the parties relating to the subject matters hereof. The Agreement shall be interpreted and 6.4B DRAFT PROFESSIONAL SERVICE AGREEMENT Page 7
construed according to the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the day and year first above written.
For the EDA: For Paadio:
By: Division Manager
Its: Executive Director
Date: Date
6.4B DRAFT PROFESSIONAL SERVICE AGREEMENT Page 8
ATTACHMENT A
Task One: Identify 10 large companies or organizations within the city limits who have already demonstrated commitment to diversity, inclusion, belonging, and equity through their participation in city-wide initiatives such as the BrookLynk program. Select 5 for participation in the program who are willing to contribute funding, of which the EDA shall be one
Timeline By April 1,2021 Hours/cost $2,500 Deliverable • Communications strategy and kit • List of committed companies and contact information. A short written description of each company and stated commitments. Outcome/s Engage five “early adopter” Institutional level companies in three different industries Subtasks • Develop a communications strategy and “kit” for bringing on partners • Approach these companies and engage them.
Task Two: Identify 10 micro businesses in Brooklyn Park who have services needed by the 5 companies identified in Task One.
Timeline May 1, 2021 Hours/cost $2,500 Deliverable • Names, title of contact person, and contact information for participating small and micro businesses. A short written description about each business and interest in the program. Outcome/s A listing of willing, cross sector micro-businesses. Subtasks
Task Three: Develop a Procurement Diversity Initiative with input from the procurement decision makers on the front lines in those organizations, and input from Brooklyn Park EDA, as well as local organizations engaged in meaningful cultural diversity work.
Timeline August 2021 Hours/cost $20,000 Deliverable • Map of vendor list requirements, application processes, and formal and informal processes/rules • Types, categories and financial values of supply chain relationships • Job opportunities/salaries for participating industries 6.4B DRAFT PROFESSIONAL SERVICE AGREEMENT Page 9
• “Kit” for developing preferred vendor or contractor status • Recommendations for large businesses on how to amend their procurement policies and practices to be more inclusive of local small/micro businesses • Paadio Consulting will collect data, document the material impact, and provide a report that the City of Brooklyn Park EDA can use for future projects. • Present at EDA meeting on results Outcome/s Gain commitment from five Institutional level participants across three industries. Expand the number of industries served by following supply chains or other closely-held relationships of existing program partners. Subtasks • Map out preferred vendor list requirements, preferred vendor application processes, protocols, along with any unspoken or unwritten rules or expectations that could exist as barriers to winning contracts. • Identify equity opportunities in contracting with minority groups • Identify types and categories of suppliers and vendors (and other supply chain members) for these three industries, along with annual financial values of those supply chain relationships. • Identify typical independent contractor opportunities, types and categories of contractors for those industries, and contract financial values. Do they have any process in place that prioritizes pathways to contract Blacks, Indigenous, Immigrants & Refugees, and People of Color (BIPOC) community? For example, through the Focus Group, Paadio will assess the City of Brooklyn Park procurement already in place, identify key successes, equity gaps and opportunities to close those gaps. • Utilize the data gathered from steps (a) through (e) to refine and improve and expand the micro business service offerings within a complete “kit” for developing preferred vendor or contractor status, or for developing career-ready / job-ready status.
Task Four: Concurrent with the above milestones, develop and deliver training and coaching for small and micro businesses who want to participate in the program.
Timeline October 2021 Hours/cost $50,000 Deliverable • Listing of small businesses services, products and contact information • Compilation of necessary documents to respond to vendor inquiries (budget, insurance, marketing materials, references, template contracts/invoices) • Deployment of training program for participating 6.4B DRAFT PROFESSIONAL SERVICE AGREEMENT Page 10
businesses • Copies of curriculum and training materials given to participating small businesses • Deploy one vendor/company meet and greet Outcome/s 10 underserved micro businesses in Brooklyn Park are trained in how to access procurement policies for large industries/companies in Brooklyn Park Subtasks • Deploy Four Training Workshops that build capacity, capabilities, strength, and resilience within each Micro Business participating; with technical assistance and accountability coaching to ensure that the micro business applies what they learn, builds a better business plan that includes preparation for relevant procurement status / certification achievement, and executes it.
City of Brooklyn Park Request for EDA Action
Agenda Item: 6.5 Meeting Date: February 16, 2021 Originating Community Development & Agenda Section: General Action Departments: Recreation and Parks
Resolution: X John Kinara, Housing and Ordinance: N/A Prepared By: Redevelopment Specialist Breanne Rothstein, Economic Attachments: Presented By: Development and Housing 4 Director Consider Approving Professional Service Agreement with Avia Design Group, Inc. in the Item: Amount of $68,500 to Provide Master Program Development, Design Development and Design Specifications for the Wayfinding Project.
Executive Director’s Proposed Action:
MOTION ______, SECOND ______, TO WAIVE THE READING AND ADOPT RESOLUTION #2021- ___ APPROVING PROFESSIONAL SERVICE AGREEMENT WITH AVIA DESIGN GROUP, INC. IN THE AMOUNT OF $68,500 TO PROVIDE MASTER PROGRAM DEVELOPMENT, DESIGN DEVELOPMENT AND SPECIFICATIONS FOR THE WAYFINDING PROJECT.
Overview:
On February 18, 2020, the City of Brooklyn Park’s Economic Development Authority (EDA) authorized the release of a Request for Proposals (RFP) for the development of a Citywide Wayfinding Plan. The purpose of the plan is to identify key destinations and connections, develop a suite of branded wayfinding signage that incorporates signage work already completed or underway, identify locations for each sign type, and develop a phased plan for implementation and maintenance. At its meeting on May 26, 2020, the City Council directed staff to postpone this project due to the need to focus attention and resources on COVID response. In November, the EDA then included this project in its 2021 budget for implementation.
Background:
Citywide wayfinding has been identified as a priority project as part of the 2018 Park Board referendum and associated work plan. A wayfinding plan is needed to identify design and locations for such wayfinding signage, markers, and branding. The EDA budgeted the development of a wayfinding plan in their 2021 General Activities Fund. Additionally, the City’s branding initiative and park system plan combined with the city’s opportunity to leverage light rail transit (LRT) investment call for the development of a comprehensive citywide wayfinding system plan that links key community destinations, local and regional trails, and the LRT. Wayfinding includes kiosks at key locations and directional signage with maps as well as existing small-branded city signs, gateway monument signs, and park and city facility identification signage.
Primary Issues/Alternatives to Consider:
• What was the criteria to evaluate the proposals?
The participating vendors in this selection process had to demonstrate and meet the following criteria; o Develop a citywide wayfinding system design plan that incorporates the City’s existing brand, is attractive, aligns with cities equity priorities, is relatively low cost to install and maintain, and includes replaceable mounts and maps. o Focuses on the needs of both recreational users, but also residents using the system for transportation purposes. 6.5 Page 2
o Coordinates with the recently completed Bottineau Corridor wayfinding and marketing and branding work. o Compatible with adjacent communities’ wayfinding (Maple Grove, Champlin, Brooklyn Center) as well as regional partners such as Three Rivers Park District. o Allows for technology transfer of wayfinding map information from the static sign back to the user via QR code or other viable technology.
• How were the proposals evaluated?
A selection committee consisting of staff from Parks and Recreation, Community Development, Operations and Maintenance as well as Engineering was formed to evaluate the 10 proposals received. Two of these proposals were disqualified because they did not meet the selection criteria. The selection committee rated the submitted proposals based on their service experience, cost, and value-added plan. Once the ratings of the submittals were complete, the scores were compiled, and determined which vendors advanced to the interview stage.
Interviews were held with each firm’s Project Manager and Assistant Project Manager to demonstrate their understanding of the project and their plan to implement the project in the most efficient and effective manner. Each interview was scored to determine the “Apparent Best Value Proposal”.
• What firm was selected for the wayfinding project and why?
Based on the scoring criteria, Avia Design Group moved into the clarification phase to work with staff to further clarify its proposal and discuss concerns that either party may have with the project approach, service experience, cost, and value-added plan proposed. After several meetings with Avia Design Group, the Selection Committee determined that their project delivery, service experience, cost and value-added options would provide the best value to the City of Brooklyn Park. After a final review of the submittals, interviews and clarification phase meetings, the Selection Committee is recommending Avia Design Group, Inc. as the lead consultant to provide master program development, design development and design specification services for the Citywide Wayfinding Project.
• What is the project schedule?
1. EDA considers contract approval February 16, 2021. 2. Kick-off meeting by consultant with staff June 3. Community engagement process begins July 4. Community review of recommendations August 5. Plan development September
• What are the long-term benefits for the wayfinding project?
o Better quality of life for residents o Higher rate of trail and park usage o Better transit and multi-modal access in the community o Better access to jobs and places Budgetary/Fiscal Issues:
Funding to develop the wayfinding plan was included in the EDA’s 2021 General Activities Fund. Once the plan is developed, implementation funding could come from a combination of the City’s Capital Improvement Plan (CIP), the Park Bond, and the EDA. The multi-year CIP for park-related wayfinding projects currently includes $250,000 programmed for 2021 and $150,000 programmed for 2022.
6.5 Page 3
Attachments: 6.5A RESOLUTION 6.5B PROFESSIONAL SERVICES AGREEMENT 6.5C EXHIBIT A PROJECT PROPOSAL 6.5D EXHIBIT A PROPOSAL ADDENDUM 6.5A RESOLUTION Page 4
THE BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN PARK
RESOLUTION #2021 -
APPROVING PROFESSIONAL SERVICE AGREEMENT WITH AVIA DESIGN GROUP, INC. IN THE AMOUNT OF $68,500 TO PROVIDE MASTER PROGRAM DEVELOPMENT, DESIGN DEVELOPMENT AND DESIGN SPECIFICATIONS FOR THE WAYFINDING PROJECT.
WHEREAS, On February 18, 2020, the City of Brooklyn Park’s Economic Development Authority (EDA) authorized the release of a Request for Proposals (RFP) for the development of a Citywide Wayfinding Plan; and
WHEREAS, On February 21, 2020 a Request for Proposal was advertised on the websites of the City of Brooklyn Park, the American Planning Association and the American Society of Landscape Architects seeking a Lead Consultant for the Master Program Development, Design Development, and Design Specifications for the Wayfinding Project; and
WHEREAS, The Selection Committee reviewed and scored the proposals received based on the proposed Project Approach, Service Experience, Project Cost and Value-Added Plan; and
WHEREAS, The Selection Committee interviewed the Project Manager and Assistant Project Manager for each of the firms that submitted proposals; and
WHEREAS, After completing the Clarification Phase, the Selection Committee is recommending entering into a Professional Services Agreement with AVIA DESIGN GROUP, Inc. in the amount of $68,500; and
WHEREAS, Funding for the Master Program Development, Design Development and Design Specifications for the Wayfinding Project is proposed to come equally from park bond funding (included in the City’s Capital Improvement Program (CIP)) and the EDA; and
WHEREAS, Master Program Development, Design Development and Design Specifications costs are within the estimated budget, the $68,500 proposal from AVIA DESIGN GROUP, Inc. is the lowest responsible bidder: and
WHEREAS, the EDA and the City have determined the wayfinding project is needed because it is an infrastructure improvement that contributes to the economic development potential of the community, among other things, by providing better transit and multi-modal access in the community and better access to jobs and businesses and by better orienting citizens and visitors to the City; and
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Economic Development Authority of the City of Brooklyn Park (the “Board”) as follows:
1. The Board hereby approves a Professional Services Agreement with Avia Design Group, Inc. in the amount of $68,500 to provide master program development, design development and design specifications for the wayfinding project based on 6.5A RESOLUTION Page 5
the proposal presented to the Board (the “Agreement”), in substantially the form presented to the Board, together with any related documents necessary in connection therewith, and hereby authorizes the Executive Director to execute, on behalf of the EDA, the Agreement and to carry out, on behalf of the EDA, the EDA’s obligations thereunder when all conditions precedent thereto have been satisfied; and
2. The approval hereby given to the Agreement includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the EDA and by the officers authorized herein to execute said documents prior to their execution; and said officers are hereby authorized to approve said changes on behalf of the EDA. The execution of any instrument by the appropriate officers of the EDA herein authorized shall be conclusive evidence of the approval of such document in accordance with the terms hereof. This Resolution shall not constitute an offer and the Agreement shall not be effective until the date of execution thereof as provided herein. In the event of absence or disability of the authorized officers, any of the documents authorized by this Resolution to be executed may be executed without further act or authorization of the Board by any duly designated acting official, or by such other officer or officers of the Board as, in the opinion of legal counsel to the EDA, may act in their behalf.”
6.5B AGREEMENT Page 6
PROFESSIONAL SERVICES AGREEMENT
BETWEEN: Brooklyn Park Economic Development Authority
AND: Avia Design Group, Inc.
EFFECTIVE DATE: February 16, 2021
This Agreement is made this 16th day of February, 2021, by and between the Brooklyn Park Economic Development Authority (EDA), a public body corporate and politic under laws of the State of Minnesota, hereafter referred to as the “EDA”, and Avia Design Group, Inc. a Florida corporation with a Minnesota associate, hereafter referred to as the “Consultant”:
RECITALS
A. Consultant is engaged in the business of providing professional services for wayfinding project program development, design development and design specifications services.
B. The Brooklyn Park EDA desires to engage Consultant to provide the services described in this Agreement and Consultant is willing to provide such services on the terms and conditions set forth herein.
AGREEMENT
1. Services to be Provided. Consultant agrees to provide the EDA with master program development, design development and design specification services as set forth in the Scope of Work proposal attached hereto as Exhibit 6.5C, Exhibit A and/or any supplemental letter agreements entered into between the EDA and Consultant (the “Work”). The services referenced in the attached Exhibit 6.5C, Exhibit A or any supplemental letter agreements shall be incorporated into this Agreement by reference. All Work shall be provided in a manner consistent with the level of care and skill ordinarily exercised by professionals currently providing similar services.
2. Term for Completion. This Agreement shall remain in force and effect commencing from February 16, 2021 and continuing until the completion of the project unless terminated by the EDA or amended pursuant to the Agreement.
3. Consideration. The consideration, which the EDA shall pay to Consultant, for both the Work performed by Consultant and the expenses incurred by Consultant in performing the Work, shall be as set forth in the fee schedule of the proposal. EDA shall make progress payments, based on invoices from Consultant. EDA’s payment shall be made within 30 days after Consultant’s statement. Consultant’s statement shall contain a detailed list of project labor and hours, rates, titles, and amounts undertaken by the Consultant during that billing period.
4. Approvals. The Consultant will secure the EDA’s written approval before making any expenditures, purchases, or commitments on the EDA’s behalf or before releasing any material to the media. 6.5B AGREEMENT Page 7
5. Termination. Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated as follows:
a. The parties, by mutual written agreement, may terminate this Agreement at any time
b. Consultant may terminate this Agreement in the event of a material breach of the Agreement by the EDA upon providing seven (7) days written notice to the EDA.
c. The EDA may terminate this Agreement upon providing seven (7) days’ written notice to Avia Design Group at any time at its option, for any reason, or no reason at all.
d. The EDA may terminate this Agreement immediately upon Consultant’s failure to have in force any insurance required by this Agreement.
In the event of a termination, the EDA shall pay Consultant for Work performed to the date of termination and for all equipment costs or other expenses incurred prior to the date of termination.
7. Amendments. No amendments may be made to this Agreement except in writing signed by both parties.
8. Remedies.
a. In the event of a termination of this Agreement by the EDA, EDA may complete the Work either by itself or by contract with other persons or entities, or any combination thereof.
b. The foregoing remedies provided to the EDA for breach of this Agreement by Consultant shall not be exclusive. EDA shall be entitled to exercise any one or more other legal or equitable remedies available because of Consultant’s breach.
9. Records/Inspection. Pursuant to Minnesota Statutes § 16C.05, Subd. 5, the Consultant agrees that the books, records, documents, and accounting procedures and practices of the Consultant, that are relevant to the contract or transaction, are subject to examination by the EDA and the state auditor or legislative auditor for a minimum of six years. The Consultant shall maintain such records for a minimum of six years after final payment.
10. Indemnification. To the fullest extent permitted by law, the Consultant, and the Consultant's successors or assigns, agree to defend, indemnify and hold harmless the EDA, its officers, agents, and employees from all claims, suits, or actions of any kind, nature, or character, and the reasonable costs, disbursements, and expenses of defending the same, including but not limited to, reasonable attorneys’ fees, consulting project management services, and other technical, administrative or professional assistance to the extent casued by the negligence, breach of contract or willful misconduct of Consultant or its subcontractors, agents, or employees under this Agreement or arising out of the failure to obtain or maintain the insurance required by this Agreement. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to which the EDA is entitled. The parties agree that these indemnification obligations will survive the completion or termination of this Agreement. 6.5B AGREEMENT Page 8
11. Insurance. Consultant will maintain insurance coverage for: Worker’s Compensation, General Liability, and Professional Liability in an amount of not less than $2,000,000.00 (two million dollars and no/100) per occurrence, and will provide information as to specific limits upon receipt of signed Agreement. Consultant shall provide the EDA with a current certificate of liability insurance for all insurance coverage referenced above. Such certificate of liability insurance shall list the City of Brooklyn Park EDA as an additional insured and contain a statement that such policies of insurance shall not be canceled unless thirty (30) days written notice (ten (10) days’ written notice for non-payment of premiums) is provided to the EDA.
12. Subcontracting. Neither the EDA nor the Consultant shall assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that may become due or moneys that are due) in the Agreement without the written consent of the other except to the extent that the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent the Consultant from employing such independent consultants, associates, and subcontractors, as it may deem appropriate to assist it in the performance of services hereunder. Notwithstanding the foregoing, NTH may retain, at it’s expense, the services of consultant(s) for this Project.
13. Assignment. Neither the EDA nor Consultant shall assign this Agreement or any rights under or interest in this Agreement, in whole or in part, without the other party’s prior written consent. Any assignment in violation of this provision is null and void.
14. Independent Contractor. Consultant shall be deemed an independent contractor. Consultant’s duties will be performed with the understanding that Consultant has special expertise as to the services which Consultant is to perform and is customarily engaged in the independent performance of the same or similar services for others. The manner in which the services are performed shall be controlled by Consultant; however, the nature of the services and the results to be achieved shall be specified by the EDA. Consultant is not to be deemed an employee or agent of the EDA and has no authority to make any binding commitments or obligations on behalf of the EDA except to the extent expressly provided herein. All services provided by the Consultant pursuant to this Agreement shall be provided by the Consultant as an independent contractor and not as an employee of the EDA for any purpose, including but not limited to: income tax withholding, workers' compensation, unemployment compensation, FICA taxes, liability for torts and eligibility for employee benefits.
15. Compliance with Laws. Consultant shall exercise due professional care to comply with applicable federal, state and local laws, rules, ordinances and regulations in effect as of the date Consultant agrees to provide the applicable services detailed in Exhibit A or any supplemental letter agreement.
16. Notices. Any notices permitted or required by this Agreement shall be deemed given when personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, return receipt requested, addressed to:
Consultant: Avia Design Group Inc. 12161 Ken Adams Way, Suite # 110 – Y1 Wellington, FL 33414 Attention: Todd Mayfield
6.5B AGREEMENT Page 9
Avia Design Group Inc. 5000 81st Lane North Brooklyn Park, MN 55443 Attention: Michael Haug
City of Brooklyn Park: Executive Director Brooklyn Park EDA 5200 85th Avenue North Brooklyn Park, MN 55443
Or such other address as either party may provide to the other by notice given in accordance with this provision.
17. Attorney Fees. In the event of any action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover from the losing party reasonable attorney fees incurred in the proceeding, as set by the court, at trial, on appeal or upon review.
18. Entire Agreement. This Agreement, any attached exhibits and any addenda or amendments signed by the parties shall constitute the entire agreement between the EDA and the Consultant, and supersedes any other written or oral agreements between the EDA and the Consultant. This Agreement can only be modified in writing signed by the EDA and the Consultant.
19. Third Party Rights. The parties to this Agreement do not intend to confer on any third party any rights under this Agreement.
20. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. 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.
21. Conflict of Interest. The Consultant shall use reasonable care to avoid conflicts of interest and appearances of impropriety in representation of the EDA. In the event of a conflict of interest, Consultant shall advise the EDA and either secure a waiver of the conflict or advise the EDA that it will be unable to provide the requested services. It is the intent of the Consultant to refrain from handling advertising, digital, and public relations matters for any other person or entity that may pose a conflict of interest.
22. Work Products and Ownership of Documents. Upon full payment for all amounts due hereunder, all records, information, materials and other work products, including, but not limited to the completed reports, drawings, plans, and specifications prepared and developed in connection with the provision of services pursuant to this Agreement shall become the property of the Brooklyn Park EDA, but reproductions of such records, information, materials and other work products in whole or in part may be retained by the Consultant. Avia Design Group and its subconsultants shall 6.5B AGREEMENT Page 10
not be responsible for the EDA’s use of such Work Product and Documents unless Avia Design Group is retained to provide professional services in connection with such use.
23. Agreement Not Exclusive. The Brooklyn Park EDA retains the right to hire other representation for other matters, in the EDA’s sole discretion.
24. Data Practices Act Compliance. Any and all data provided to the Consultant, received from the Consultant, created, collected, received, stored, used, maintained, or disseminated by the Consultant pursuant to this Agreement shall be administered in accordance with, and is subject to the requirements of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. This paragraph does not create a duty on the part of the Consultant to provide access to public data to the public if the public data are available from the EDA, except as required by the terms of this Agreement.
25. No Discrimination. Consultant agrees not to discriminate in providing products and services under this Agreement on the basis of race, color, sex, creed, national origin, disability, age, sexual orientation, status with regard to public assistance, or religion. Violation of any part of this provision may lead to immediate termination of this Agreement.
26. Authorized Agents. The EDA’s authorized agent for purposes of administration of this contract is the EDA Executive Director, or its designee. The Consultant’s authorized agent for purposes of administration of this contract is Todd Mayfield. All Work shall be performed by or under the supervision of Todd Mayfield.
27. Waiver. No waiver of any provision or of any breach of this Agreement shall constitute a waiver of any other provisions or any other or further breach, and no such waiver shall be effective unless made in writing and signed by an authorized representative of the party to be charged with such a waiver.
28. Headings. The headings contained in this Agreement have been inserted for convenience of reference only and shall in no way define, limit or affect the scope and intent of this Agreement.
30. Severability. In the event that any provision of this Agreement shall be illegal or otherwise unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in full force and effect.
[The rest of this page was left blank intentionally.] 6.5B AGREEMENT Page 11
IN WITNESS WHEREOF, the Brooklyn Park EDA and the Consultant have caused this Professional Services Agreement to be executed by their duly authorized representatives in duplicate on the respective dates indicated below.
BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY
By:
Kim Berggren, EDA Executive Director Brooklyn Park EDA 5200 85th Avenue North Brooklyn Park, MN 55443
Date: ______
AVIA DESIGN GROUP, INC
By: ______
Todd Mayfield, Principle & Creative Director Avia Design Group Inc 12161 Ken Adams Way, Suite # 110 – Y1 Wellington, FL 33414
Date: ______6.5B AGREEMENT Page 12
EXHIBIT A SCOPE OF WORK
(Attach Avia Design Group of Florida, Inc.proposal and addendum dated March 26, 2020 Revised)
6.5B AGREEMENT Page 6
PROFESSIONAL SERVICES AGREEMENT
BETWEEN: Brooklyn Park Economic Development Authority
AND: Avia Design Group, Inc.
EFFECTIVE DATE: February 16, 2021
This Agreement is made this 16th day of February, 2021, by and between the Brooklyn Park Economic Development Authority (EDA), a public body corporate and politic under laws of the State of Minnesota, hereafter referred to as the “EDA”, and Avia Design Group, Inc. a Florida corporation with a Minnesota associate, hereafter referred to as the “Consultant”:
RECITALS
A. Consultant is engaged in the business of providing professional services for wayfinding project program development, design development and design specifications services.
B. The Brooklyn Park EDA desires to engage Consultant to provide the services described in this Agreement and Consultant is willing to provide such services on the terms and conditions set forth herein.
AGREEMENT
1. Services to be Provided. Consultant agrees to provide the EDA with master program development, design development and design specification services as set forth in the Scope of Work proposal attached hereto as Exhibit 6.5C, Exhibit A and/or any supplemental letter agreements entered into between the EDA and Consultant (the “Work”). The services referenced in the attached Exhibit 6.5C, Exhibit A or any supplemental letter agreements shall be incorporated into this Agreement by reference. All Work shall be provided in a manner consistent with the level of care and skill ordinarily exercised by professionals currently providing similar services.
2. Term for Completion. This Agreement shall remain in force and effect commencing from February 16, 2021 and continuing until the completion of the project unless terminated by the EDA or amended pursuant to the Agreement.
3. Consideration. The consideration, which the EDA shall pay to Consultant, for both the Work performed by Consultant and the expenses incurred by Consultant in performing the Work, shall be as set forth in the fee schedule of the proposal. EDA shall make progress payments, based on invoices from Consultant. EDA’s payment shall be made within 30 days after Consultant’s statement. Consultant’s statement shall contain a detailed list of project labor and hours, rates, titles, and amounts undertaken by the Consultant during that billing period.
4. Approvals. The Consultant will secure the EDA’s written approval before making any expenditures, purchases, or commitments on the EDA’s behalf or before releasing any material to the media. 6.5B AGREEMENT Page 7
5. Termination. Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated as follows:
a. The parties, by mutual written agreement, may terminate this Agreement at any time
b. Consultant may terminate this Agreement in the event of a material breach of the Agreement by the EDA upon providing seven (7) days written notice to the EDA.
c. The EDA may terminate this Agreement upon providing seven (7) days’ written notice to Avia Design Group at any time at its option, for any reason, or no reason at all.
d. The EDA may terminate this Agreement immediately upon Consultant’s failure to have in force any insurance required by this Agreement.
In the event of a termination, the EDA shall pay Consultant for Work performed to the date of termination and for all equipment costs or other expenses incurred prior to the date of termination.
7. Amendments. No amendments may be made to this Agreement except in writing signed by both parties.
8. Remedies.
a. In the event of a termination of this Agreement by the EDA, EDA may complete the Work either by itself or by contract with other persons or entities, or any combination thereof.
b. The foregoing remedies provided to the EDA for breach of this Agreement by Consultant shall not be exclusive. EDA shall be entitled to exercise any one or more other legal or equitable remedies available because of Consultant’s breach.
9. Records/Inspection. Pursuant to Minnesota Statutes § 16C.05, Subd. 5, the Consultant agrees that the books, records, documents, and accounting procedures and practices of the Consultant, that are relevant to the contract or transaction, are subject to examination by the EDA and the state auditor or legislative auditor for a minimum of six years. The Consultant shall maintain such records for a minimum of six years after final payment.
10. Indemnification. To the fullest extent permitted by law, the Consultant, and the Consultant's successors or assigns, agree to defend, indemnify and hold harmless the EDA, its officers, agents, and employees from all claims, suits, or actions of any kind, nature, or character, and the reasonable costs, disbursements, and expenses of defending the same, including but not limited to, reasonable attorneys’ fees, consulting project management services, and other technical, administrative or professional assistance to the extent casued by the negligence, breach of contract or willful misconduct of Consultant or its subcontractors, agents, or employees under this Agreement or arising out of the failure to obtain or maintain the insurance required by this Agreement. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to which the EDA is entitled. The parties agree that these indemnification obligations will survive the completion or termination of this Agreement. 6.5B AGREEMENT Page 8
11. Insurance. Consultant will maintain insurance coverage for: Worker’s Compensation, General Liability, and Professional Liability in an amount of not less than $2,000,000.00 (two million dollars and no/100) per occurrence, and will provide information as to specific limits upon receipt of signed Agreement. Consultant shall provide the EDA with a current certificate of liability insurance for all insurance coverage referenced above. Such certificate of liability insurance shall list the City of Brooklyn Park EDA as an additional insured and contain a statement that such policies of insurance shall not be canceled unless thirty (30) days written notice (ten (10) days’ written notice for non-payment of premiums) is provided to the EDA.
12. Subcontracting. Neither the EDA nor the Consultant shall assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that may become due or moneys that are due) in the Agreement without the written consent of the other except to the extent that the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent the Consultant from employing such independent consultants, associates, and subcontractors, as it may deem appropriate to assist it in the performance of services hereunder. Notwithstanding the foregoing, NTH may retain, at it’s expense, the services of consultant(s) for this Project.
13. Assignment. Neither the EDA nor Consultant shall assign this Agreement or any rights under or interest in this Agreement, in whole or in part, without the other party’s prior written consent. Any assignment in violation of this provision is null and void.
14. Independent Contractor. Consultant shall be deemed an independent contractor. Consultant’s duties will be performed with the understanding that Consultant has special expertise as to the services which Consultant is to perform and is customarily engaged in the independent performance of the same or similar services for others. The manner in which the services are performed shall be controlled by Consultant; however, the nature of the services and the results to be achieved shall be specified by the EDA. Consultant is not to be deemed an employee or agent of the EDA and has no authority to make any binding commitments or obligations on behalf of the EDA except to the extent expressly provided herein. All services provided by the Consultant pursuant to this Agreement shall be provided by the Consultant as an independent contractor and not as an employee of the EDA for any purpose, including but not limited to: income tax withholding, workers' compensation, unemployment compensation, FICA taxes, liability for torts and eligibility for employee benefits.
15. Compliance with Laws. Consultant shall exercise due professional care to comply with applicable federal, state and local laws, rules, ordinances and regulations in effect as of the date Consultant agrees to provide the applicable services detailed in Exhibit A or any supplemental letter agreement.
16. Notices. Any notices permitted or required by this Agreement shall be deemed given when personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, return receipt requested, addressed to:
Consultant: Avia Design Group Inc. 12161 Ken Adams Way, Suite # 110 – Y1 Wellington, FL 33414 Attention: Todd Mayfield
6.5B AGREEMENT Page 9
Avia Design Group Inc. 5000 81st Lane North Brooklyn Park, MN 55443 Attention: Michael Haug
City of Brooklyn Park: Executive Director Brooklyn Park EDA 5200 85th Avenue North Brooklyn Park, MN 55443
Or such other address as either party may provide to the other by notice given in accordance with this provision.
17. Attorney Fees. In the event of any action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover from the losing party reasonable attorney fees incurred in the proceeding, as set by the court, at trial, on appeal or upon review.
18. Entire Agreement. This Agreement, any attached exhibits and any addenda or amendments signed by the parties shall constitute the entire agreement between the EDA and the Consultant, and supersedes any other written or oral agreements between the EDA and the Consultant. This Agreement can only be modified in writing signed by the EDA and the Consultant.
19. Third Party Rights. The parties to this Agreement do not intend to confer on any third party any rights under this Agreement.
20. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. 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.
21. Conflict of Interest. The Consultant shall use reasonable care to avoid conflicts of interest and appearances of impropriety in representation of the EDA. In the event of a conflict of interest, Consultant shall advise the EDA and either secure a waiver of the conflict or advise the EDA that it will be unable to provide the requested services. It is the intent of the Consultant to refrain from handling advertising, digital, and public relations matters for any other person or entity that may pose a conflict of interest.
22. Work Products and Ownership of Documents. Upon full payment for all amounts due hereunder, all records, information, materials and other work products, including, but not limited to the completed reports, drawings, plans, and specifications prepared and developed in connection with the provision of services pursuant to this Agreement shall become the property of the Brooklyn Park EDA, but reproductions of such records, information, materials and other work products in whole or in part may be retained by the Consultant. Avia Design Group and its subconsultants shall 6.5B AGREEMENT Page 10
not be responsible for the EDA’s use of such Work Product and Documents unless Avia Design Group is retained to provide professional services in connection with such use.
23. Agreement Not Exclusive. The Brooklyn Park EDA retains the right to hire other representation for other matters, in the EDA’s sole discretion.
24. Data Practices Act Compliance. Any and all data provided to the Consultant, received from the Consultant, created, collected, received, stored, used, maintained, or disseminated by the Consultant pursuant to this Agreement shall be administered in accordance with, and is subject to the requirements of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. This paragraph does not create a duty on the part of the Consultant to provide access to public data to the public if the public data are available from the EDA, except as required by the terms of this Agreement.
25. No Discrimination. Consultant agrees not to discriminate in providing products and services under this Agreement on the basis of race, color, sex, creed, national origin, disability, age, sexual orientation, status with regard to public assistance, or religion. Violation of any part of this provision may lead to immediate termination of this Agreement.
26. Authorized Agents. The EDA’s authorized agent for purposes of administration of this contract is the EDA Executive Director, or its designee. The Consultant’s authorized agent for purposes of administration of this contract is Todd Mayfield. All Work shall be performed by or under the supervision of Todd Mayfield.
27. Waiver. No waiver of any provision or of any breach of this Agreement shall constitute a waiver of any other provisions or any other or further breach, and no such waiver shall be effective unless made in writing and signed by an authorized representative of the party to be charged with such a waiver.
28. Headings. The headings contained in this Agreement have been inserted for convenience of reference only and shall in no way define, limit or affect the scope and intent of this Agreement.
30. Severability. In the event that any provision of this Agreement shall be illegal or otherwise unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in full force and effect.
[The rest of this page was left blank intentionally.] 6.5B AGREEMENT Page 11
IN WITNESS WHEREOF, the Brooklyn Park EDA and the Consultant have caused this Professional Services Agreement to be executed by their duly authorized representatives in duplicate on the respective dates indicated below.
BROOKLYN PARK ECONOMIC DEVELOPMENT AUTHORITY
By:
Kim Berggren, EDA Executive Director Brooklyn Park EDA 5200 85th Avenue North Brooklyn Park, MN 55443
Date: ______
AVIA DESIGN GROUP, INC
By: ______
Todd Mayfield, Principle & Creative Director Avia Design Group Inc 12161 Ken Adams Way, Suite # 110 – Y1 Wellington, FL 33414
Date: ______6.5B AGREEMENT Page 12
EXHIBIT A SCOPE OF WORK
(Attach Avia Design Group of Florida, Inc.proposal and addendum dated March 26, 2020 Revised)
6.5C PROPOSAL Page 13
Proposal for City of Brooklyn Park City-wide Wayfinding Project
March 26, 2020 6.5C PROPOSAL Page 14
PART 1 | Introduction 3
PART 2 | Project Understanding 5
PART 3 | Process and Methodology 9
PART 4 | Schedule and Fees 16
PART 5 | Background and Experience 23 6.5C PROPOSAL Page 15 PART 1 | INTRODUCTION
Engrafik Michael Haug is Principle of Engrafik, a design firm specializing in branded environments, experiential graphics, signage and wayfinding. He is a Brooklyn Park resident and you may know him as the designer of the Brooklyn Park City Hall monument sign or as the designer helping the city with the rebranding of other site signs. Some of his past projects around the Twin Cities include the Target Northern Campus, the Guthrie Theater, downtown Minneapolis Public Library, Orchestra Hall, and TCF Bank Stadium.
Michael is the regional representative for Avia Design Group and has been a strategic partner since 2014. Working with Avia provides the experience and support necessary for large-scale public wayfinding projects.
Avia Design Group Avia is run by Todd Mayfield and is an award-winning visual communications company that specializes in branding, signage and wayfinding for municipalities and regional destinations around the country and in Canada. Many of these projects have a strong tourism component which means that wayfinding strategies must be effective for newcomers and designed to enhance the brand experience of the place.
As a design group with projects from Sitka, Alaska to Gulf Shores, Alabama, Avia has extensive experience working with government agencies to develop a wayfinding strategy, an efficient system of signage and gain public input and support. Exterior wayfinding signage for vehicles and pedestrians alike exist in the outdoor environment and are intended to last many years. Avia has industry background and material knowledge to design signs that can withstand the cold winters of Canada and the salt air in Florida.
Together, we will provide the experience and knowledge you need to make your project a success.
Primary Project Contact Proposal Binding Authority Michael Haug Todd Mayfield Midwest Project Manager and Senior Designer Principle and Creative Director 763-218-4051 561-282-6205 [email protected] [email protected]
3 6.5C PROPOSAL Page 16
Project Description UNDERSTANDING Smart, Effective, Efficient Community Engagement 6.5C PROPOSAL Page 17 PART 2 | PROJECT UNDERSTANDING
Project Description The Avia Team understands that the City of Brooklyn Park desires to develop a brand supportive, city-wide wayfinding system that is primarily comprised of sign types to enhance pedestrian and bike navigation on a multi-mode trail system that criss-crosses the City of Brooklyn Park. The RFP identifies multiple objectives.
• The design of the signs must reflect the city’s brand and mesh with the other existing city signage.
• The system must enhance the area with attractive, brand supportive signage that is efficiently designed to mitigate fabrication and maintenance costs.
• Signs in the system must be cost-effective to produce and maintain. This includes replaceable components and mounting mechanisms and the use of materials that don’t require ongoing upkeep.
• The wayfinding program will be designed to support recreational users and those using the system to commute, including connecting to local transit hubs.
• The system must coordinate with the Bottineau Corridor wayfinding and brand initiatives as well as be compatible with neighboring wayfinding programs in Maple Grove, Champlin, Brooklyn Center, Three Rivers Park District and other regional partners.
• In an effort to stay ahead of the curve, the City requires the consultant to explore ways to connect digital technology with the signage. We will explore ways to include methods of technology transfer for wayfinding information used in signage to online users via QR code or comparable technological means.
• Because the City has a very diverse population and is home to many non-English speakers, the design of the system must support multi-lingual content and may include widely understood pictographs.
• The project will include the design of interpretive panels that provide information about Brooklyn Park’s key historic sites along the trail.
• The system must not only be designed beautifully, it must function well by communicating pertinent information to users in an easy-to-understand format.
• Their design partner is expected to provide forward thinking solutions that are innovative, well thought-through and designed to be highly functional, simple to update and economical to maintain.
• The system will be planned to be implemented in phases. As the program is rolled out or added to, the wayfinding plan should be able to expand with seamless continuity.
5 6.5C PROPOSAL Page 18 PART 2 | PROJECT UNDERSTANDING CONTINUED
Smart, Effective and Efficient Our approach to wayfinding and sign design lines up with your expectations: to create a plan that is not only beautiful and reflects the city’s unique brand, but is also helpful to those using the trails.
Smart, Effective and Efficient applies to both the wayfinding strategy and the design of the signs themselves. The wayfinding strategy must be well organized and presented succinctly for quick reading. The signs need to communicated directional information in an easy-to-understand format, and needs to be easily understood by users who may not speak English. On other wayfinding projects, we have employed commonly understood pictographs, color- coding and alpha-numeric designations to help those with limited English proficiency.
The sign structures themselves also need to follow this goal. Our experience building signs across North America provides us with the material and fabrication knowledge to ensure your signs will last a very long time. The signs need to be produced cost-effectively while still providing protection against the elements and vandalism. Ongoing maintenance and upkeep needs to be kept to a minimum as well.
Technology is being integrated into almost everything in our lives. Even on a bike/pedestrian trail where users are often trying to find a way to disconnect from technology, a link to pertinent information has its place. We will explore options on how to best connect the sign system with technology. It may be as simple as scanning a QR code which links to the Eidem Historical Farm website, or could involve solar-powered beacons to help with navigation or provide emergency alerts to users on the trail. The ability for technology to provide a link to translated text is a key benefit to your multi- lingual community.
6 6.5C PROPOSAL Page 19 PART 2 | PROJECT UNDERSTANDING CONTINUED
Community Engagement The Avia team strongly believes in collaborative community engagement that goes beyond simply asking people for input. It involves them in the development process, considers their functional needs, determines how the system can reflect the character of the environment and instill a sense of community pride.
As we move into the early steps of the project, we will invite the advisory commissions and the Brooklyns Youth Council to participate in workshops. These workshops will be structured discussions with specific tasks and goals to be addressed. We will begin each workshop with some background information. We get more out of these workshops when people are fully informed about program objectives, design criteria, functional requirements, code compliance requirements and mechanical constraints.
Something that works very well for us is encouraging participants to submit additional comments and ideas after the workshop within a predetermined period. Some people get an idea a few days later, others feel more comfortable providing their feedback outside of the group. During the course of the design development, we will update a password-protected on-line portal that will be accessible to all workshop attendees. Here they will be able to view design updates and monitor the development progress.
The key to success when trying to run an open public forum is to clearly explain the program objectives, what the desired benefits are and what is expected of the attendees. With these things communicated it is easier to keep meetings on track. Since you have quite a bit of background information already gathered—plus the information we will gain from staff and the citizen commissions—defining exactly what additional information we need from the general public will streamline the process and simplify the interaction.
The ultimate objective for Community Engagement is to create a successful system that is tailored to those who will use it. The system will be aesthetically beautiful, intuitive, informational, expandable, vandal resistant and easy to maintain for the long term.
7 6.5C PROPOSAL Page 20
Program Development PROCESS Design Development Design Specification 6.5C PROPOSAL Page 21 PART 3 | PROCESS AND METHODOLOGY
PHASED APPROACH
Our approach is to divide this project into three primary phases. Phase 1 will focus on gaining a better understanding of the project and the initial development of content and strategy. Phase 2 will begin the design exploration of options and continue with development and refinement. Phase 3 will pull the details and specifications together into a final Master Plan Document. At every stage of the process, we will include your insights and perspective to ensure that our final product is exactly in line with your goals and objectives.
Program1 Design2 Design3 Development Development Specification
Discovery Design Concepts Specification Dra ings dvisory Design Commissions Development ocation ap
Community aterials and P asing Engagement Process Plan
Content dvisory Council Development evie Presenetation
ayfinding Community aster Plan Strategy Engagement
9 6.5C PROPOSAL Page 22 PART 3 | PROCESS AND METHODOLOGY CONTINUED
PHASE 1 | Program Development
Charles Kettering once said, “A problem well stated is a problem half solved.” We believe in this approach and will begin by learning more about the project through a series of meetings and workshops. From there, we will be better prepared to provide solutions that are intelligent and designed at the highest level.
• Kick-off Meeting. We will schedule a series of meetings and check-in points with the city team. The first meeting will be to review the logistical aspects of the project such as schedule, budget, timing, goals and expectations. We will review and reconfirm the provided background information including the trail maps, and branding guidelines. We will also set up subsequent project reviews, workshops and meetings, and map out the following phases. • Site Review. An important initial task will be to conduct an on-site review of the trails and will include a detailed mapping and photo documentation of the trails so we can become very familiar with all the turns, intersections and connection points. We are connected to Brooklyn Park. Because our office is located here, we are able to visit the project area frequently and at a moments notice. This give us an advantage to fully understand the area and continue to interact with residents and staff. • Staff Workshop. The second meeting will be a workshop to talk at length about the project, what we have learned, additional information you might add and where additional study is needed. In this meeting we will talk about the various types of destinations, trail connection points, critical nodes, and how the system will connect with other neighboring trails, including the Blue Line light rail extension. We will also learn more about the diverse cultures of the community, spoken languages and how best to design a system to support them. In addition, we will discuss potential interpretive content near the historical sites. • Technology Transfer Workshop. We propose dedicating a team meeting to the discussion of technology transfer, since this may require members of your IT department to help us understand what you have in place already. In this meeting we will discuss desires and expectations you have around the incorporation of digital information into the wayfinding system and review both your existing delivery systems and discuss potential opportunities. • Commission Workshops. We propose workshops with your city commissions and the youth council to learn about the project from their point of view. Their input is important for us to develop at a well-rounded design approach. These Avia hosted workshops will begin with project criteria and progress updates. We will provide background information, talking points and objectives focused on the most relevant information for each group.
10 6.5C PROPOSAL Page 23 PART 3 | PROCESS AND METHODOLOGY CONTINUED
PHASE 1 | Program Development continued
• Community Engagement. Hearing from residents early in the process will help us determine the best path forward. We envision a few ways that we could engage with the broader community. Since you have quite a bit of background information, our desire would be to connect with those who are actively using the trails.
One idea is to set up three or four stations at key points along the trail and ask people to comment on a few key questions. These stations would be staffed by city employees and/or volunteers while the engagement plan, questions and displays would be created by Avia.
A variation on this idea would be to set up unmanned displays along the trail with a website link asking them to participate in a survey. This link could also be shared with residents via the city website and publications. An article in the city magazine or Sun Post would draw attention to the project, resulting in a higher response rate.
With any engagement process, establishing a clear sense of what information you need from this broad group will determine its success.
DELIVERABLE After the initial meetings, workshops and site review are complete, we will create a Program Assessment Progress Report for review and comment.
After we have collected information from interviews and workshops, we will begin the developing the program strategy. This will include identifying sign types, their content and plausible locations.
• Sign Schematics. In this step, we will develop a family of types that will efficiently communicate informative content and directional guidance. We start with these generic types of signs to make sure we get the content and strategy right before delving into the aesthetic design. Proper content structure and functionality are the foundations of effective design. • Content Organization. In this step, we will gather and organize in a hierarchical format all the various content that will appear on signs, including destinations, trail connections, maps, distance and time information. This step will also include a preliminary look at interpretive content for the historical sites. • Diversity and Languages. Along with the content organization step, we will explore options on how to best display the sign content for constituents who do not speak English. This may include the use of common pictographs, organizing the information using color, using simple alpha-numeric designations when possible, even displaying distances in kilometers as well as miles.
11 6.5C PROPOSAL Page 24 PART 3 | PROCESS AND METHODOLOGY CONTINUED
PHASE 1 | Program Development continued
• Wayfinding Strategy. We take a holistic approach to wayfinding strategy. We combine our collective understanding of the trail environment, user expectations, their psychological habits, their safety, natural terrain and potential experiential attributes of the trail system in order to develop an easy to understand collection of devices that elevate the user’s overall experience. Our goal is to not only connect dots to destinations but to create a memorable experience along the way. This strategy may include, but not necessarily limited to, signage, interpretive graphics, visual corridors, nodes and landscaping. The design and messaging character of the physical system extends to other communication media such as your website, city magazines and other published materials. The consistent presentation of this information is a critical aspect of wayfinding. • Budget Planning. We will put together a budget planning spreadsheet to help with the design, development and implementation of the project as it moves forward. We will also identify any other potential costs associated with this type of project such as landscaping, tree-trimming, existing sign removal, etc. • Staff Review. We will present our content development structure, our recommendations on how to communicate with non-English speakers using the trail, the wayfinding strategy and our recommended sign types and how each will function along the trail to the staff team. With input from staff, we will put together documentation of our understanding, strategy and recommendations.
DELIVERABLE Avia will update and finalize the Program Assessment Report with our recommended content structure, wayfinding strategy, foreign language approach and a recommended series of sign types.
12 6.5C PROPOSAL Page 25 PART 3 | PROCESS AND METHODOLOGY CONTINUED
PHASE 2 | Design Development
Once we have a handle on all the aspects of the project and an approved schematic plan for content, strategy and sign types, we will move into design concepts, continued development and refinements.
• Design Concepts. Based on the approved wayfinding strategy, schematic sign types, content requirements and information hierarchy, we will explore several design concepts and apply the design to primary sign types. Concepts will explore style, material and structural options and will focus on brand expression. Concepts will illustrate how the wayfinding information will be communicated to non-English speaking users. We will also look for ways in which to integrate information about the environment through interpretive imagery and content. The design concepts will be presented to staff for their input and recommendations. From there, one or two options will be further explored and developed. • Technology Transfer. Based on our discussions with the team, commission input and community input, we will prepare a System Technology Recommendations Report that will be part of our Concept Summary presentation. When we look at options for digital content, we will explore ideas that are the most feasible from an implementation point of view and most useful for those using the trail. It will be important for us to understand current and potential technology trends and how trail users can benefit. We recommend that technological delivery systems are simple, concise and pertinent to the place. • Budget Review. Budget planning estimates will be adjusted and qualified to give the team an idea as to the cost difference of each design concept.
DELIVERABLE Design concept presentation to staff. This will include 3-4 design concepts applied to example primary sign types. One or two refined concepts will be resubmitted for review. A Concept Summary Report will be submitted in two formats: a PowerPoint presentation and a PDF document for internal distribution
13 6.5C PROPOSAL Page 26 PART 3 | PROCESS AND METHODOLOGY CONTINUED
PHASE 2 | Design Development continued
• Design Development. With the approval of one design concept, we will begin to develop, detail and refine the design and apply it to all system sign types. This will include development of materials, finishes and production fabrication options. During this phase we will also explore cost effective options for updating maps and sign faces, and look at using recycled or easily recyclable materials. • Location Plan. A working location plan with sign type placements and messaging will be used as a collaborative tool throughout the development process and will be updated until the final wayfinding plan has been adopted. As we progress through the project, the map will become increasingly populated and detailed. • Staff Review. The design development drawings and location plan will be presented to staff for review and comment. An updated version of the development document will be used for the Commission Review and Community Engagement steps. A final document will be submitted with input from the commissions incorporated. • Commission Review. At this point, we will review our progress with the two city commissions and the Brooklyns Youth Council. This meeting will allow for in-depth discussions and give us the opportunity to make any final adjustments to the materials for the Community Engagement. • Community Engagement. For the community engagement process at this point, we recommend presentations of the proposed design be publicly displayed, within a section of your website and potentially set up at various public places for visitors to view and comment. City Hall trail entry points, or park shelters that receive ample traffic work well. In the first community engagement process we are looking for specific information about the functionality of the system to help guide our strategy. At this point, we are looking for more general comments about design and the overall system.
DELIVERABLE The final deliverable for this phase is a Design Development Summary Document that catalogs the designs and decisions made through this process. This summary would proceed the final design development drawings of each sign type in the family.
14 6.5C PROPOSAL Page 27 PART 3 | PROCESS AND METHODOLOGY CONTINUED
PHASE 3 | Design Specification
The last phase is where we finalize all the details and specifications.
• Specification Drawings. This document will contain scaled drawings of each sign type and will include elevation, plan, section and detail drawings as necessary. The drawings will also specify all materials, finishes, graphic specifications, hardware and footing information. • Location Plan. The location plan will be finalized to include all of the proposed sign types and their exact location along the trail. Sign locations will include a sign type code and location designation. • Implementation Cost Update. With tighter specifications and quantities for each sign type, the budget planning spreadsheet can be further refined and tightened. Fabrication, installation and anticipated maintenance costs and costs associated with information updates will be further refined. • Staff Review. Specification drawings, location map and cost update will be presented to city staff for review and comment. Staff will review again after the council presentation. • Phasing Plan. Working with staff and the estimates obtained in the cost update, we will create a plan to phase the project implementation over 3-5 years. • City Council Presentation. Avia will create a presentation for the city council that summarizes the final design and specifications, describes the function and location of each sign type, and provides the council with a planning estimate for fabrication, broken down into a phased implementation plan. • Final Master Plan Document. The final document will contain the final wayfinding strategy, content organization and hierarchy, design renderings, scaled drawings, specifications, and the location map.
DELIVERABLE The final deliverables for this project include a PowerPoint presentation to the City Council and a PDF Master Plan.
15 6.5C PROPOSAL Page 28 PART 4 | SCHEDULE AND FEES
Project Schedule Our step-by-step process involves three primary phases illustrated in the chart below. We have included deliverables and/or staff presentations at the mid-point of each phase to ensure we are on track. We are proposing a 21-week process, but this can be adjusted to meet your project schedule and any critical dates that are important to the success of the project.
PROJECT SCHEDULE
Phase 1 Program Development April ic off eeting Site evie Staff or s op Tec nology Transfer or s op Deliverable Community Engagement Plan May Citi en Commission or s ops Community Engagement Deliverable Program ssessment Summary Sign Sc ematic Content Organi ation Diversity and anguages ayfinding Strategy Budget Planning Staff evie Deliverable Program Development Document
Phase 2 Design Development June Design Concepts Tec nology Transfer Budget evie Presentation Design Concept Design Development ocation Plan Staff evie July Commission evie Community Engagement Deliverable Design Development Summary
Phase 3 Design Specification July Specifications Dra ings ocation Plan Cost Update August Staff evie Deliverable Design Specifications Document P asing Plan City Council Presentation Presentation City Council aster Plan Deliverable aster Plan Document
16 6.5C PROPOSAL Page 29 PART 4 | SCHEDULE AND FEES CONTINUED
Proposed Fees Based on our past experience with similar projects, we believe your budgeted fee range of $75k to $100k is high for the scope you have defined. Because of our working history with the city, familiarity with the area and trails, and our efficient process, we are confident we can complete this project as defined by your deliverables and still achieve the high-quality results you are looking for at a lower rate.
Since our Midwest office is located in Brooklyn Park (and due to Michael’s desire to support his community) we are also happy to extend a discount to the city for this project.
Our fee proposal is broken down into the three primary phases. Avia sends progress invoices on the first of each month unless otherwise negotiated. Client payment is requested within 30 days of billing.
PROFESSIONAL FEES
Phase I Program Development 15 5
Phase 2 Design Development 2 5
Phase 3 Design Specification 2 5
Total ,
Operational and travel related expenses are included in the professional fee. Because of our stand practice to operate as a paperless operation and due to the uncertainty regarding the cost of presentation and documentation expenses at this point, we have left this item open. If requested, we are happy to include document and/or presentation material printing expenses during contract negotiation.
17 6.5C PROPOSAL Page 30 PART 4 | SCHEDULE AND FEES CONTINUED
Team Member Involvement Below is a chart of anticipated involvement by each of the primary team members and divided by each phase. Michael and Todd will be deeply immersed throughout the project, but we may enlist additional help with production tasks or specialty services. We will provide you with information regarding any additional team members we employ.
TASK BY PERSONNEL
Phase 1 Program Development Michael Haug ic off eeting Consulting and Strategy Development Site evie eetings and or s ops Staff or s op Content Development and Design Tec nology Transfer or s op Citi en Commission or s ops Todd Mayfield 3 Consulting and Strategy Development Community Engagement eetings and or s ops Sign Sc ematic Content Development and Design Content Organi ation Diversity and anguages Mike Voermans ayfinding Strategy Consulting and Strategy Development Budget Planning Staff evie Lara Sawzcak 1 Design Support and Production
Phase 2 Design Development Michael Haug Design Concepts Consulting and Strategy Development Tec nology Transfer eetings and or s ops Budget evie Design Concepts and Development Design Development ocation ap Todd Mayfield 3 Staff evie Consulting and Strategy Development eetings and or s ops Commission evie Design Concepts and Development Community Engagement Mike Voermans 1 Tec nology Transfer Consulting Lara Sawzcak 1 Design Support and Production
Phase 3 Design Specification Michael Haug Specifications Dra ings Design Specification Dra ings ocation Plan eetings and Presentations Cost Update ocation, P asing and aster Plan Staff evie P asing Plan Todd Mayfield 2 City Council Presentation Design Specification Consulting aster Plan aster Plan Lara Sawzcak 3 Design Support and Production
18 6.5C PROPOSAL Page 31 PART 4 | SCHEDULE AND FEES CONTINUED
Fees, Rates, Costs Schedule The chart below identifies each team member, hourly rate and percentage of anticipated time spent on the project. Other Production is Michael or Todd’s time working on design production tasks, at the design production rate.
Fees Michael Haug $120 / hr Todd Mayfield $120 / hr Mike Voermans $120 / hr Lara Sawzcak $85 / hr Other production $85 / hr
Percentage of Time by Employee
Michael Haug 35% Todd Mayfield 20% Lara Sawzcak 20% Mike Voermans 5% Other production 20%
Percentage of Cost by Task
Consulting and Strategy 25% Design 30% Production 15% Specification 15% Project Management 10% Administration 5%
19 6.5C PROPOSAL Page 32 PART 4 | SCHEDULE AND FEES CONTINUED
Project Deliverables
Phase 1 Program Development
Program Development Document • Summary of our assessment report from staff, commission and community input, plus our own site review. • Content hierarchy and structure plan and a wayfinding strategy plan. • Description and illustrations of how the proposed sign types and locations align with the cities goals to increased equitable access. This document will also contain information on how the sign system addresses community diversity issues and how we will engage with non-English speaking users. • Schematic design description and illustrations showing the sign types and how they are integrated with other city signage and city branding, and how they visually connect with neighboring bike/pedestrian/transit signage.
Community Engagement Plan • Workshop plan and how we will engage with the citizen commissions and youth council, purpose of the workshop and the desired outcomes. Also includes a secondary review with each group. • Plan on how to engage with the broader community that defines the purpose of the engagement and desired outcomes, how we plan to connect with users, and how we will collect information.
Phase 2 Design Development
Design Concept Presentation • Illustrated family of sign types illustrating sign hierarchy and typical locations. This includes directional signs, map kiosks, node signage, interpretive signage, bike lane signs, pedestrian pathway signs, key destination signs, and trail signs marking entrance points into the city. Design Development Document • Design development of all sign types with refined materials, finishes and graphic specifications.
Phase 3 Design Specification
Signage Specification Document • Detailed scale drawings of each sign type elevation, plan, section, and detail drawings as necessary to document fabrication and assembly. Detail drawings showing how map and other changeable components. • Specifications for each sign type will include materials, hardware, graphic specifications, and finishes. • The design of five interpretive panels for historical sites along the trail. • Location Plan for all sign types and grouped by installation phases. Location plan will also mark existing city gateway signs, park identification signs, golf-course identification signs, and city facility signs.
Planing Budget • Planning budget for fabrication and installation by sign type, grouped into 3-5 installation phases. • Planning budget will also include estimates for maintenance and update costs for each sign type. Master Wayfinding Plan • The final Master Wayfinding Plan document will contain information from all above deliverables. Some areas may be summarized in the document and/or included in an appendix.
20 6.5C PROPOSAL Page 33 PART 4 | SCHEDULE AND FEES CONTINUED
COVID 19 With uncertainty regarding the COVID 19 pandemic, potential orders to avoid contact, and possible home isolation requirements, we will have contingency plans in place to keep the project on track. All team members already have the capability of working from home. Because we work on projects throughout North America and the Caribbean, we already use web based group meeting software and video conferencing such as GoTo Meeting, Skype Business or Zoom. Individual or small group conference calls are also a way to stay connected and informed throughout the project.
Avia’s process includes an on-line project portal where we post documents for review. We use WeTransfer to route large files to groups for review. This makes on-line communication efficient and reliable. If need be, most of our initial interface can be done on-line without delaying the project for an unforeseen period.
Since Michael and Mike both reside in Brooklyn Park, they will have continued access to the trail system and are able to make frequent visits to city hall or other local meeting sites. Michael Haug has already switched to on-line virtual meetings for his hospital and clinic clients and has participated in on-site meetings where each person sits at separate tables in a large conference room. Avia routinely operates as a virtual company because of their international client base and regionally positioned staff.
The Community Engagement process may prove to be the most challenging during this time. Options for face-to-face interaction with residents may need to be in a controlled area with tables separating participants. Another option would be to ask residents to participate in an on-line virtual Town Hall style presentation which we have already employed for other projects.
Non-Discrimination Avia Design Group does not discriminate in hiring practices on the basis of race, color, creed, religion, national origin, sex, age, marital status, public assistance status, veteran status, disability, or sexual orientation.
Avia Design Group is a minority/woman owned business.
21 6.5C PROPOSAL Page 34
Firm Descriptions EXPERIENCE Personnel Bios Case Studies 6.5C PROPOSAL Page 35 PART 5 | BACKGROUND AND EXPERIENCE
About Avia Design Group
Avia Design Group (Avia) is an award-winning visual communications company specializing in wayfinding, branding and graphic design services for towns, cities and regions. We have offices in Florida, Minnesota, Colorado, Oregon and Alberta. The company was established in 2003.
We maintain a core staff of 9 people with several freelance professionals who we use for specialized assignments or if our project load requires additional hands.
We partner with specialized consultants on projects that require specific skill sets such as brand strategy, wayfinding programs, product development, market analysis, interpretive writing, website development, urban planning, interior design and architectural services.
Our understanding of strategic branding combined with our extensive experience in wayfinding sets us apart from many creative firms. Avia is an industry leader in the development of branded wayfinding for communities and public spaces.
Our strength comes, in part, from the trusted relationships we establish with our clients and strategic partners.
If we are selected to be your consultant, we will encourage your team to participate early in the analysis and design process. We value your input because it is based on insight and passion.
23 6.5C PROPOSAL Page 36 PART 5 | BACKGROUND AND EXPERIENCE CONTINUED
Having over 33 years of experience in visual communications including wayfinding, brand development, advertising and print graphics, Todd has earned numerous awards for design excellence and profound respect among his constituents. He is also an accomplished fine artist, illustrator and published author.
His work has been featured in national publications and books such as Print Magazine, Signs of the Times and American Corporate Identity. He was featured in an online interview by the European-based Placebrand Observer and now serves Todd Mayfield on their expert panel. Principal & Group Creative Director Prior to opening Axia Creative, Todd was the Creative Director for Nth Degree in
As the Group Creative Director, Georgia where he provided design direction for large events and trade shows. While Todd will oversee in all aspects of there, he designed audience acquisition campaigns and event graphics for high- the project from conceptualization profile companies such as Qualcomm, Intel, Kyocera, Hot Jobs, Mohawk and Pfizer. through the final execution of project deliverables and review all Previously, he served as the Design Director for the Douglas Group in Washington, creative presentations. Todd will DC where he headed branding, wayfinding and interpretive projects for clients serve as the secondary contact for such as the US Capitol (DC), the US National Arboretum (DC), the City of Rockville this project—but feel free to call (MD), the Ronald Reagan Building (DC), Marriott Hotels and Ritz-Carlton. him anytime! In Chicago, Todd was a senior designer for Ambrosi & Associates. His projects included in-store and point-of-sale graphics for Sears, Jacobsons, Walgreens and Herbingers. He also provided brand development and wayfinding for retail malls owned by General Growth Properties.
In Hawaii, Mr. Mayfield worked for a large international architectural and interior design firm called Media Five, Ltd. He was the lead designer for their graphic design team that specialized in creative services for the hospitality industry. His projects included branding and wayfinding for large hotels, resorts and communities such as the historic Royal Hawaiian Hotel in Waikiki, the Kapalua Beach Hotel on Maui and the Kapolei residential development on Oahu.
Todd attended Western State College in Gunnison then transfered to the University of Hawaii where he received his Bachelor of Fine Arts in Design.
24 6.5C PROPOSAL Page 37 PART 5 | BACKGROUND AND EXPERIENCE CONTINUED
Michael is the Senior Experiential Designer and Midwest Project Manager for Avia Design Group. He has over 25 years of experience working on a wide variety of environmental graphics from tradeshows, office buildings, stadiums, casinos, hospitals and clinics, to bike trail systems, historic sites, and art installations. His approach to wayfinding focuses on content and how people interpret information. He tackles the nomenclature, information hierarchy and content organization first to ensure signs send the right message at the right place.
In addition to public wayfinding projects, he’s had the privilege of working on Michael Haug a number of important cultural projects around the Twin Cities including the Senior Designer | Project Manager Minneapolis Institute of Arts, the Guthrie Theater, Minneapolis Central Library, Michael will serve as the project Musical Instrument Museum in Phoenix, Landmark Center, TCF Bank Stadium and manager, senior designer and Orchestra Hall. primary contact. He is a Brooklyn For nearly 20 years, Michael worked for Larsen Design in Minneapolis and was Park resident and designed the the design director for numerous branding and branded environment projects. new City Hall monument sign. Because of this experience, he is fully in-tune with how branding, messaging, and Michael is currently working with style work to create the right perception. the city on the rebranding of other city signage. He will conduct His most recent experience is managing the wayfinding programs for the City on-site interviews, meetings of Topeka Kansas and the City of Luverne Minnesota, both still in contract with and presentations and will lead Avia. He is currently engaged in the identity and wayfinding program for the the team from conceptualization City of Sturgeon Bay, Wisconsin which is in production and will be installed this through the final execution of spring. Also in-progress are the Scott County Regional Trail wayfinding system project deliverables. and Historic Fort Snelling interior and exterior signage, Past civic wayfinding systems include the Downtown Minneapolis Riverfront District, The Minnesota Zoo, The Landscape Arboretum in Chanhassen, City of Brooklyn Park, and the City of Aberdeen, SD.
25 6.5C PROPOSAL Page 38 PART 5 | BACKGROUND AND EXPERIENCE CONTINUED
Mike is the founder of Pixelsmith, a creative web development shop serving clients across the country. He has over 15 years of development experience and showcases well beyond traditional websites. He has developed digital experience enhancements for tradeshows, exhibits, lobbies, and sales tools. His focus is not only on performance and exceeding design expectations, but on the people who manage products after they’re built. Mike speaks in easy-to-understand layman’s terms and focuses on providing the best possible solutions for digital communications.
Mike Voermans Whether the assignment is large or small, Mike thrives on making complex Digital Communications Developer technological challenges simple and easy to navigate. Leveraging the tools available from APIs and mapping to metrics and CRMs, Mike’s success in helping clients Mike will serve as the technical exceed their goals has earned him a solid reputation in the industry. He has created consultant. He has developed store locators, multilingual, multi-site (single admin controlling multiple sites), experiences for the Mississippi River Trail system as well as the City of eCommerce, and many more. Pixelsmith has provided services for a variety of Red Wing. Mike is also a Brooklyn industries including healthcare, education, non-profit and fortune 500 companies. Park resident.
Lara provides graphic design support and coordinates production for Avia. She produces presentation materials, brand guidelines and collateral templates that can be used by internal marketing departments to communicate a coordinated marketing message.
She produces and expedites signage standards manuals and assists other designers. For print and web media, she prepares final art files and expedites their deployment.
She has extensive schooling and two degrees in graphic design. She earned a Lara Sawzcak Bachelor of Arts Degree in Graphic Design, while at Middlesex University, London, Graphic Designer & Production Manager England. She attended Central Saint Martins School of Art, in London, England where she earned a Certificate of Graphic Design. Lara will assist Michael and Todd with graphic design support tasks. She will help prepare presentation materials and final documentation.
26 6.5C PROPOSAL Page 39 PART 5 | BACKGROUND AND EXPERIENCE CONTINUED
Since 2003, Avia, along with our strategic partners, have been providing a great product – Creativity. It is at the center of everything we do. Whether you call it “thinking out of the box,” “taking one step beyond” or simply “dancing on the edge of reality” it all adds up to one thing—Success. When we engage with a client, we aim for a long-term relationship. The following is a partial list of our municipal and destination clients:
• The Town of Canmore, AB • Downtown Great Falls, MT • The City of Leduc, AB • The Town of Kalispell, MT • The City of St. Albert, AB • The Town of White River, MT • Vulcan County, AB • The Town of Carrboro, NC • Inside Passage, AK • Granville County, NC • The City of Sitka, AK • The City of Williston, ND • The Town of Foley, AL • Coos County, NH • The City of Gulf Shores, AL • Hudson County, NJ • The City of El Dorado, AR • The City of Barrie, ON • The City of Sedona, AZ • The Town of Bracebridge, ON • Parksville Downtown, BC • The Town of Kenora, ON • The City of Fullerton, CA • Vermillion, ON • The City of Oxnard, CA • Tillamook Coast, OR • The City of Pittsburg, CA • Lincoln City, OR • Russian River, CA • The City of Rapid City, SD • Downtown Stockton, CA • The City of Gatlinburg, TN • U.S. Capitol Campus, D.C. • The City of Bothell, WA • The City of Margate, FL • The Town of Enumclaw, WA • The City of Wilton Manors, FL • The City of Monroe, WA • The City of Coral Springs, FL • The City of Moses Lake, WA • The City of Burlington, IA • The City of Snoqualmie, WA • The City of Fairfield, IA • The City of Tukwila, WA • The City of Topeka, KS • The City of Sturgeon Bay, WI • Terrebonne Parish, LA • The City of Janesville, WI • Moosehead Lake, ME • The Town of Green River, WY • The City of Luverne, MN • The City of Rock Springs, WY • The City of Mankato, MN • West Arkansas Planning & Dev. District
27 6.5C PROPOSAL Page 40 PART 5 | BACKGROUND AND EXPERIENCE CONTINUED
Brooklyn Park Experience
Michael Haug has been a resident of Brooklyn Park for over 21 years, and previously was a resident of Brooklyn Center for ten. His wife, Diane, is the school secretary for Edinbrook Elementary and all three of their children graduated from Park Center High School.
Michael designed the new City Hall monument sign and is currently working with the city to update other city signage with the new brand. He has recently competed a Master Wayfinding Plan for North Hennepin Community College and designed the interior and exterior signage for the Target Northern Campus.
28 6.5C PROPOSAL Page 41 PART 5 | BACKGROUND AND EXPERIENCE CONTINUED
Community Engagement Canmore, Alberta Wayfinding Experience • Held an initial collaborative workshop with the primary stakeholder group to review the assessment findings and prliminary visual schematics Engaging the community—either • A public open house followed in where developed concepts were shared and during the design process or as comments were received. a project goal—is part of many A final survey with revised concepts was issued to open house attendees for of our projects. Of the dozens of • final comments prior to bid documentation. projects we have completed, 90% include some form of community engagement. This experience North Hennepin Community College Wayfinding Strategy has given us an agile approach to • Design workshop with the Student Council and English Language Learners. community interaction resulting in • Public presentation and student input session. successful public consensus within a range of challenging conditions. Regions Hospital Interior and Exterior Signage • Series of design and strategy workshops with Patient Advisory Council • Using the Hablamos Juntos universal pictograms for medical facilities, developed a series of icons for non-English speaking patients and visitors.
Minnesota Landscape Arboretum • Built sign prototypes and created a survey handout for visitors to evaluate the new design, based on a set of predetermined criteria.
Topeka, Kansas Wayfinding System • Held a Town Hall style presentation at a local park shelter. Afterwards, attendees were invited to fill out an evaluation form or post comments to an online forum. • A second public presentation was held to unveil a working prototype of a vehicle guide sign to show progress and to allow final public input.
Russian River, CA Branding & Regional Wayfinding • Conducted a progressive series of community presentations and collaborative workshops for both branding ans wayfinding programs.
Moosehead Lake, Maine Regional Wayfinding • Held two community presentation/workshops. The first was to present the assessment findings which facilitated community questions and input. • The second workshop presented concepts and a wayfinding strategy where further community input was received and ultimate public buy-in was accomplished. • Prototypes were erected to allow the community to see and react to the system before it was fully adopted and dedicated to implementation.
29 6.5C PROPOSAL Page 42 PART 5 | BACKGROUND AND EXPERIENCE CONTINUED
Town of Canmore Alberta, Canada
Avia designed a wayfinding system to support a new brand for the Townof Canmore in Alberta.
The project included primary, secondary and district gateways, vehicular and pedestrian guides, bike and hiker trailblazers, parking guide and identity signs, regulatory signs, pedestrian directory maps, bike fix-it stations, identity monuments and guide signage for the Rocky Mountain Legacy Trail and temporary event signage.
Washrooms 100m
Visitor Centre 120m
Main Street 90m
Centenniel Park 67m
Nordic Centre 1.2km
Elevation Place 50m
Town Centre
Museum 50 m
Alexandra Arena 260 m
Civic Ctr/Library 450 m
Splash Park 500 m i Telford House 450 m 30 Grain Elevator 500 m
DIRECTORY Main Street
Accessible Access
UPTOWN MAP You Are Here
C AP I TAL BUT TE R D D R C I
E R
I C L E B D R
R
O
N
E V A S E R I N S U
P
E
A
C
H S
L U
N N S E T
L N
A 9 8 S C H N E B L Y R D E T U O R E R A T D T S R E D N A V
D R N O S L I W
D R H T I M S
RD R N A D R O J W N E D E C I V N A I
T S R A
N E T N
S U O
T M N
AP P L E AV E A R T B A R N L sitka.org
A R R O Y O R O B L E R D
D R
E L B O R M E S Q U I T E A V E O Y O
R
R
A M A R A
A LN
V
D R N O S L I W
M S
A
N
H T I
E D
R
R
N E
D
S
T
F O R E S T R D
A
9
8
E T
U
O
R
T E
A T
S
N
L I T T L E L N
K E E
CR
K D A R O K R A P
V R
A
N
O
D
E
S
O
H
C
N
A
R
B E A R W A D R
L L O W L N Y L West Sedona B E
9 N
7 H
1 C S Y Gallery Row
W
H
B R E W E R R D
R A History Walk N G E R R D Visitor Center SCHNEBLY RD 1,320 Feet / 5 Minutes
D R Y L B E N R E W E R B H C Gallery Row S
D R H W Y 1 7 9
P O R T A L L N Upper Parking Elevator
S E D O N A H I L L D R
K
EE
R
C
K
A
O
P R O C H N O W R D
H W Y 1 7 9 D R D N Crosswalk History WalkA L H I G H Parking Lot Accessible Path A B B OT T R D Post Oce Elevator Restrooms Stairs
R OYA G L
NL EL N
A R R O Y O S I E N S O N M A C T R B A D R T S L F N
F I L C
R E
P P
O
C 6.5C PROPOSAL Page 43 PART 5 | BACKGROUND AND EXPERIENCE CONTINUED
US Botanic Garden Washington DC letters. verdigris frames and cast bronze fiberglass,color-embedded painted aluminum, cast resin, The elements are made from Park. historic Bartholdi National Garden and exterior the glass covered Conservatory, and interpretive graphics for The includes signage project in Washington DC. tolocated the US Capitol next The Garden is US Botanic Avia, in conjunction with the Douglas Washington, DC Garden US Botanic Group DC office, developed identity, wayfinding and interpretive programs for the US Botanic Garden located next to the US Capitol in Washington, DC. US Botanic Garden The scope included facility and exhibit identityWashington, signage, ADA DC compliant pedestrian guides, interpretive experiences, information kiosks with directory maps for two properties in the National Garden including the Conservatory (glass atrium) and the exterior gardens.
The US Botanic Garden is located next to the US Capitol in Washington DC.
The project includes signage and interpretive graphics for the glass covered Conservatory, exterior National Garden and historic Bartholdi Park.
The elements are made from painted aluminum, cast resin, color-embedded fiberglass, verdigris frames and cast bronze letters. Signage US Botanic Garden 31 6.5C PROPOSAL Page 44 PART 5 | BACKGROUND AND EXPERIENCE CONTINUED
City of Gulf Shores Alabama Wayfinding | 2013 - 2015
Following the comprehensive branding initiative, a regional wayfinding program was designed for Gulf Shores.
The wayfinding program included full assessment and planning, stakeholder interviews and public outreach. The system included city and district gateways, vehicular and pedestrian guides, beach access identities, information kiosks, regulatory signage, street banners, street and intersection identity signs, facility identities and digital message displays.
Gulf Shores represents an on-going relationship of ours that has rendered Washrooms 100m
Visitor Centre 120m several branding and wayfinding
Main Street 90m
Centenniel Park 67m assignments beyond the original
Nordic Centre 1.2km
Elevation Place 50m contract.
Town Centre
Museum 50 m
Alexandra Arena 260 m
Civic Ctr/Library 450 m
Splash Park 500 m i Telford House 450 m Grain Elevator 500 m
DIRECTORY Main Street
Accessible Access
UPTOWN MAP You Are Here
C AP I TAL BUT TE R D D R C I
E R
I C L E B D R
R
O
N
E V A S E R I N S U
P
E
A
C
H S
L U
N N S E T
L N
A 9 8 S C H N E B L Y R D E T U O R E T R A D T S R E D N A V
D R N O S L I W
D R H T I M S
RD R N A D R O J W N E D E C I V N A I
T S R A
N E T N
S U O
T M N
A P P L E AV E A R T B A R N L sitka.org
A R R O Y O R O B L E R D
D R
E L B O R M E S Q U I T E A V E O Y O
R
R
A M A R A
A LN
V
D R N O S L I W
M S
A
N
H T I
E D
R
R
N E
D
S
T
F O R E S T R D
A
9
8
E T
U
O
R
T E
A T
S
N
L I T T L E L N
EEK R C
K D A R O K R A P
V R
A
N
O
D
E
S
O
H
C
N
A
R
B E A R W A D R
L L O W L N Y L West Sedona B E
9 N
7 H
1 C S Y Gallery Row
W
H
B R E W E R R D
R A N G E R R D History Walk Visitor Center SCHNEBLY RD 1,320 Feet / 5 Minutes
D R Y L B E N R E W E R B H C Gallery Row S
D R H W Y 1 7 9
P O R T A L L N Upper Parking Elevator
S E D O N A H I L L D R
K
EE
R
C
K
A
O
P R O C H N O W R D
H W Y 1 7 9 D R D N Crosswalk History WalkA L H I G H Parking Lot Accessible Path A B B OT T R D Post Oce Elevator Restrooms Stairs
R OYA G L
NL EL N
A R R O Y O S I E S N N O M A C T R B A D R T S L F N
F I L C
R E
P P
O
C
32 6.5C PROPOSAL Page 45 PART 5 | BACKGROUND AND EXPERIENCE CONTINUED
City of Sturgeon Bay Wisconsin WEST Wayfinding & Branding 2019 - 2020
WATERFRONT Avia recently completed a branded wayfinding program for Sturgeon Bay. The first phase of the project is currently being fabricated and will be installed this spring. The program included city and district gateways, vehicular guides, thematic parking identities and guides, pedestrian signage and a suite of fully articulated graphic elements including illustrated Waterfront district maps. Districts Jefferson Museum Street Shops One of the major obstacles visitors & Arts West Waterfront P Trails & P faced when visiting Sturgeon Bay, PARKING Museum Museums P P PARKING was the fact that the downtown retail PARKING PARKING area was split in half by the bay. A key feature of our wayfinding program was to clearly identify and direct drivers to the East and West Waterfront.
Scope
Site Assessment 1'-0" Stakeholder Interviews
ATER W F R Public Workshops T O S E N T W
I O W A S T
6ATNH VE
7NTA H V E
E V A T S 1 N Concept Generation JEFFERSON ST
5NT AH V E
4NT AH V E
EVA HT6 N HT6 EVA
KENTUCKY ST
N 3R AD V E
LOUISIANA ST
W IRONWO OD S T N 2 AD V E
5ST AH V E 1 E V A T E I L O J N 1 1 MICHIGAN ST MICHIGAN ST NEBRASKA ST 2 2 2SN AD V E 1 4ST AH V E O R E G O N S T M EM O RAD I LR 3 3 1S AT V E Design Development 2 4 4 1 3 5 PENNSYLVANIA ST 1 1 5 2 4
W IRONWOO D ST 2 6 2 6 Q U I N C Y S T E V A T E I L O J N 3 MICHIGAN ST 1 51 1 1 3 7 3 7 2 4 612 2
EVA GNISNAL N GNISNAL EVA 2 1 8 4 8 3 3 L P N O T W A L 4 3 W JUNIPER ST 5 72 3 9 1 1 2 5 1 9 4 4 5 3 4 6 8 O R E G O N S T EVA ACAHTI N ACAHTI EVA 2 W LARCH S T 4 5 2 5
EVA GNISNAL N GNISNAL EVA 1 3 6 2 6 5 7 1 94 3 6 6 2 W LOCUS T ST W LOCUS T ST 5 3 3 W JUNIPER ST 4 7 2 8 7 5 4 6 7 7 3 6 4 5 W MAPLE E MAPLE 3 4 8 8 5 9 68 8 7 4 7 4 5 Bid Documentation 6 5 6 9 9 9 9 7 8 5 5 8 6 7 7 6 6 E O AK ST 8 9
EVA ELADNEK S ELADNEK EVA 6 EVA ACAHTI S ACAHTI EVA 8 AVE 9 7 8 7 7 7 9 9 ISON ISON EVA GNISNAL S GNISNAL EVA 8 3 D 8 9 8 8 S NEENA H A V E
W PINE ST W PINE ST S MA 9 9 9 9
S J O L I E T 5 W REDWO O D S T E REDW OOD ST
E SPRU CE ST W REDWO O D P L W LARCH S T S GNISNAL EVA Production Oversight 4'-2" O R E G O N S T W SPRUCE ST S O X F O R D A V E 2 GREEN BAY RD T H O R N S T
1/4 Mile / 5 Minute Walk
1
W LOCUS T ST W LOCUS T ST 2
N ITHACA AVE Destination TBD 3 min 3 9 Destination TBD 3 min 4 7 Destination TBD 3 min 5
W MAPLE E MAPLE 61 Destination1 TBD 3 min
2 Destination27 TBD 3 min
3 4 38 Destination4 TBD 3 min 49
Destination5 TBD 3 min 5
6 6
7 7
8 E O AK ST 8 8 You Are Here 9 West Waterfront East Waterfront
EVA ELADNEK S ELADNEK EVA 9
EVA ACAHTI S ACAHTI EVA Visitor Center 1 Michigan Street Bridge 6 DC Historical Museum Library 2 DC Maritime Museum 7 Graham Park Scenic Walk 3 Otumba Park 8 Miller Art Museum Govt Center SON AVE 4 Sawyer Park 9 Jefferson Street
EVA GNISNAL S GNISNAL EVA Police Station 5 Bayview Park US Post Office
Restrooms
For more information aboutSturgeon Bay and Door County, call the Parking Lot Visitor Center at (920) 743-6246 or visit us online at sturgeonbay.org S NEENA H A V E
W PINE ST W PINE ST S MAD I
S J O L I E T
W REDWOOD S T E REDWOOD ST 2'-0" E SPRU CE ST W REDWOOD P L
EVA GNISNAL S GNISNAL EVA 6
W SPRUCE ST S O X F O R D A V E
GREEN BAY RD T H O R N S T
33 6.5C PROPOSAL Page 46 PART 5 | BACKGROUND AND EXPERIENCE CONTINUED
Sitka Alaska, USA
Avia developed community wayfnding system that provides pedestrians with an intuitive guidance system through tjhe city and adjoining park trails. The system design features cultural aesthetics that support the Sitka brand and celebrates the indigenous culture and the historical Russian influence.
Avia worked with artisans from the Tlingit Tribe in order to respectfully incorporate visual elements of their totemic art.
Scope Brand Development Marketing Communications Site Assessment Stakeholder Interviews Strategic Planning Concept Generation Design Development Illustrated Map Design Presentations Final Pedestrian Wayfinding Plan Bid Documentation
Fortress of the Bear Production Oversight Alaska Raptor Center Sitka Nat’l History Park & Totem Park
1 Fortress of the Bear 350 ft Sitka Fine Arts Campus 2 Alaska Raptor Center 350 ft Sheldon Jackson Museum 3 Sitka Nat’l History Park & Totem Park 350 ft
4 Sitka Fine Arts Campus 350 ft Sitka Sound Science Center 5 Sheldon Jackson Museum 350 ft St. Peter’s by the Sea Episc Church 6 Sitka Sound Science Center 350 ft Russian Bishop’s House 7 St. Peter’s by the Sea Episcopal Church 350 ft Sitka National Historical 8 Russian Bishop’s House 350 ft Harrington Cent’l Hall & Info Desk Park & Totem Park 9 Harrington Centennial Hall & Info Desk 350 ft Sitka Historical Museum 10 Sitka Historical Museum 350 ft
11 St. Michael’s Cathedral 350 ft
12 Sitka Lutheran Church 350 ft
13 Castle Hill 350 ft
14 Pioneer Home 350 ft
15 Totem Square 350 ft
16 Sheer’ka Kwaán Naa Kahidi 350 ft
Indian River Trail
17 Alaska Native Bhd Hall 350 ft
18 Russina Blockhouse 350 ft
19 Princess Maksoutoff’s Grave 350 ft
20 Russina Cemetary 350 ft
21 Old Sitka Rocks Docks 350 ft
22 Maritime Heritage Museum 350 ft
23 East Dock 350 ft
Destination Message 24 West Dock 350 ft Destination Message Destination Message Destination Message 25 Swan Lake 350 ft Destination Message
26 Sitka Conv & Visitors Bureau 350 ft
27 Lincoln Street Shops 350 ft
ront ie Side ie ront ie ront ie ront ie
ios it ap P ulti message uide D Single dentit ar er rail la er
lient Sit a Description Pedestrian guide signs Designer odd a field Pro ect a finding Program Pro ect o S Date ersion 34 6.5C PROPOSAL Page 47 PART 5 | BACKGROUND AND EXPERIENCE CONTINUED
Luverne Wayfinding Luverne, Minnesota
Avia designed a vehicle and pedestrian wayfinding system for the City of Luverne, Minnesota, located in Rock County, just on the south edge of Blue Mounds State Park.
Last fall, Phase 1 of the vehicular guide sign were installed and Phase 2 will include the pedestrian guide signs and parking identification signs.
Currently we are designing trail signage and wayfinding plan for the Luverne Loop and Blue Mounds Bike Bike Racks Trails. As part of our assessment, we recommended they turn a vacant Kiosk Options corner into a trailhead park, providing Monument Sign ample parking, amenities and easy walking distance to downtown shops and restaurants.
Luverne Loop Luverne Loop Blue Mounds Bike Trail Bike Trail Bike Trail
3.1 | Tonto Park
3.5 | Public School
6.2 | Trailhead Park 6.2 miles
Ut nulla Vivamus Luverne Loop bibendum, nulla ut Bike Trail congue fringilla, lorem ipsum ultricies risus, ut rutrum velit 6.2 Miles tortor vel purus. In hac habitasse platea dictum Ut nulla Vivamus bibendum, nulla ut congue fringilla, lorem ipsum ultricies risus, ut rutrum velit tortor vel purus. In hac habitasse platea dictum Ut nulla Vivamus bibendum, nulla ut congue fringilla, 6.2 lorem ipsum ultricies miles risus, ut rutrum velit tortor vel purus. In hac habitasse platea dictum
Ut nulla Vivamus bibendum, nulla ut congue fringilla, lorem ipsum ultricies risus, ut rutrum velit tortor vel purus. In hac habitasse platea dictum
35 6.5C PROPOSAL Page 48 PART 5 | BACKGROUND AND EXPERIENCE CONTINUED
Minnesota Zoo Apple Valley, Minnesota
We designed an interior and exterior wayfinding system for the first phase of their entrance renovation.
The design of the exterior wayfinding signs and kiosks got their inspiration from banner posts already being used in the central plaza. Digital signage was incorporated into kiosks near the entrances to provide up-to- date schedules for events.
Because of the size of the site, our wayfinding strategy organized destinations into groups to make planning and navigating easier for families.
36 6.5C PROPOSAL Page 49 PART 5 | BACKGROUND AND EXPERIENCE CONTINUED
Scott County Regional Trail Scott County, Minnesota Double-sided
Simple connections Another project that is still in- Modular format progress—but germane to your project—is the signage for the Scott No decorative cap
County Regional Trail. Sonotube footing
Scott County wanted a sign system Secondary Kiosk Trail Map that worked in tight relationship with the Three Rivers Park Trail System. But the cost and inflexibility of the Three Rivers system concerned them. We designed structures that were very similar, but were modular and had unique elements for branding. The new designs were less expensive to build and maintain, and the signs accommodated more information and allowed for better content flexibility.
Michael worked in partnership with Signia Design on this project.
Node Directional Trail Map
Downtown Shakopee Scott County .25 miles Destination 2 3/4 miles
Scott County Scott County Destination 1 Destination 3 s .5 miles
Shakopee Destination 2 St. Francis Healthcare Ctr. .25 miles .25 miles
Spring Lake Regional Park
in partnership with
37 6.5C PROPOSAL Page 50 PART 5 | BACKGROUND AND EXPERIENCE CONTINUED
City of St. Albert Alberta Canada
In collaboration with Roger Brooks International, Avia designed a brand supportive wayfinding program for the City of St. Albert. The program included a retail district gateway, vehicular and pedestrian guides, information kiosks, bike and walking trailblazers, parking guides, parking facility identification and a block numbering system.
Library Community Hall St. Albert Place Arden Theater Washrooms Perron St. Thomas Street Parking Musée Heritage Museum District Area Map
If you need emergency assistance call 911 and give the operator the 26 trail location number on this sign.
Scan the QR code to the left with your smart phone to access information about this location.
100 100 100 100 100 100 100 1 Office Complex 1 Office Complex 1 Office Complex 1 Office Complex 1 Office Complex 1 Office Complex 1 Office Complex 2 Chamber of Commerce 2 Chamber of Commerce 2 Chamber of Commerce 2 Chamber of Commerce 2 Chamber of Commerce 2 Chamber of Commerce 2 Chamber of Commerce 3 Retail Area 3 Retail Area 3 Retail Area 3 Retail Area 3 Retail Area 3 Retail Area 3 Retail Area 4 Large Store Name 4 Large Store Name 4 Large Store Name 4 Large Store Name 4 Large Store Name 4 Large Store Name 4 Large Store Name 5 Shopping Complex 5 Shopping Complex 5 Shopping Complex 5 Shopping Complex 5 Shopping Complex 5 Shopping Complex 5 Shopping Complex 6 Office Complex 6 Office Complex 6 Office Complex 6 Office Complex 6 Office Complex 6 Office Complex 6 Office Complex 7 Chamber of Commerce 7 Chamber of Commerce 7 Chamber of Commerce 7 Chamber of Commerce 7 Chamber of Commerce 7 Chamber of Commerce 7 Chamber of Commerce 8 Retail Area 8 Retail Area 8 Retail Area 8 Retail Area 8 Retail Area 8 Retail Area 8 Retail Area 9 Shopping Complex 9 Shopping Complex 9 Shopping Complex 9 Shopping Complex 9 Shopping Complex 9 Shopping Complex 9 Shopping Complex 10 Office Complex 10 Office Complex 10 Office Complex 10 Office Complex 10 Office Complex 10 Office Complex 10 Office Complex 11 Shopping Complex 11 Shopping Complex 11 Shopping Complex 11 Shopping Complex 11 Shopping Complex 11 Shopping Complex 11 Shopping Complex 12 Large Store Name 12 Large Store Name 12 Large Store Name 12 Large Store Name 12 Large Store Name 12 Large Store Name 12 Large Store Name
38 6.5C PROPOSAL Page 51 PART 5 | BACKGROUND AND EXPERIENCE CONTINUED
References Please feel free to reach out to any of these references and we would be happy to supply many more.
Grant Brown Holly J. Sammons Recreation & Public Affairs Director Economic Development Director City of Gulf Shores, Alabama City of Luverne Branding and Wayfinding Wayfinding and Trail signage 251.968.1848 507.449.5033 [email protected] [email protected]
Pam Bottomley APR Jennifer Wesselhoff Executive Director President/CEO, CDME, Sedona Chamber Parksville Downtown Business Association of Commerse & Tourism Bureau Parksville, British Columbia City of Sedona, Arizona Wayfinding Wayfinding 250.248.8079 928.204.1123, ext. 111 [email protected] [email protected]
Pam Seiler Destination Sturgeon Bay Executive Director Sturgeon Bay, Wisconsin Wayfinding and Trail signage 920.743.6246 [email protected]
39 6.5C PROPOSAL Page 52
12161 Ken Adams Way | Suite 110-Y1 | Wellington, FL | 33414 [email protected] | 561-282-6205 ext 101 | aviadg.com
5000 81st Lane N | Brooklyn Park, MN | 55443 [email protected] | 561.282.6205 ext 105 | aviadg.com 6.5D ADDENDUM Page 53
Proposal for City of Brooklyn Park City-wide Wayfinding Project
ADDENDUM
May 6, 2020 6.5D ADDENDUM Page 54 ADDENDUM | FOLLOW-UP QUESTIONS
1 | Can you provide an example design specification for what the deliverable would be in Phase III – what you provide a fabricator?
At the end of Phase 3 we will create a Design Specifications Document which is comprised of three companion documents. These will be used by qualified sign contractors to prepare fabrication and installation bids.
The companion documents include a Design Intent document that contains scaled drawings, general specifications, graphic specifications, colors and finishes schedule. It also includes fabrication details and installation information for each sign type in the final system. A Sign Location Plan will specify locations for every sign and indicate its orientation. It also includes general information per sign type such as the specified distance off the trail, minimum distance ahead of a decision point, and minimum distance between signs and other trail features. The Location Plan will be divided into Installation Phasing groups as determined by the team. Finally, a 10430 CSI Format will provide detailed written specifications for materials, products and performance expectations.
We have included a Bid Document package for the City of Sedona, AZ. This represents a comprehensive vehicular and pedestrian program which is an example of what would be provided to the sign fabrication vendor.
2 6.5D ADDENDUM Page 55 ADDENDUM | FOLLOW-UP QUESTIONS
2 | How would you go about getting cost estimates?
Although we have ample pricing data collected from other projects that we use to begin forecasting costs, our approach is to reach out to one or more fabricators to help generate an Estimate of Probable Cost. Fabricators stay current with changing material costs and will be aware of new products and/or techniques that may reduce costs and simplify processes or improve on structural design. These estimates are collected and analyzed before the design is finalized. Depending on the resulting estimates, it will tell us if the design needs to be value-engineered to reduce costs or helps us determine which signs are segmented into installation phases over a given period of time.
In some cases a client has asked us to keep the organization name private as to not give a specific vendor(s) an advantage over others—especially for a public bidding process. In this case we use generic placeholder names, destinations and maps when working with vendors so as to not divulge the client name.
By using qualified sign companies to help us estimate the project, we have been able to provide much more accurate numbers than in-house estimating departments can—plus the added benefit of their advice and recommendations.
3 6.5D ADDENDUM Page 56 ADDENDUM | FOLLOW-UP QUESTIONS
3 | We see you have a digital communications developer on the team. How would you plan to use him and how would you plan to incorporate technology into this project?
Mike Voermans is the Principle of Pixelsmith, and has worked on projects that deal with the integration of technology and spaces. Mike will act as a consultant on our team to provide advice as to how best to incorporate technology. He will be involved early to learn about what types of systems and content you already have in place, evaluate the options, and provide practical advice.
An important aspect will be determining the needs of the users. Technology can get expensive quickly, so you want to be efficient with its use and focus on the needs of trail users. Below are three approaches for how to make technology useful for people out on the trail.
> Link to an existing web page: A simple URL or QR code would link to a page that already exists, such as the Parks information page or the Eidem Farm page on your website.
> Link to a new web page that is tuned to a trail user. This approach would use content that already exists on your website, but set up to be more useful to someone out on the trail or in a park. Trail information, park information, park events, trail closures would all be pushed to the top of the page and use graphic icons to make it easy for someone using a mobile device. Down the page would be other information such as park hours, park shelter rental, park adoption, etc.
> Create a customized map. Using a Google map as the base, we can create a customized map that highlights the trails, parks and amenities. For example, the trail pathway can be made thicker and in a bright color so it is easier to see and follow. Park locations can be pre-loaded and highlighted. Even better, custom map icons can highlight things a standard Google map doesn’t show: restrooms, water fountains, playgrounds, park shelters, etc. This custom map would be far more useful to people out on the trail than the regular Google map app.
These are a few of the less expensive solutions. As we delve into the project, we will research additional resources that will meet the needs of your users—efficiently and effectively.
4 6.5D ADDENDUM Page 57 ADDENDUM | FOLLOW-UP QUESTIONS
4 | Can you submit a revised timeline and community engagement plan, based on our delay in making a decision and COVID?
Following is our revised schedule which includes is a longer period for community engagement and to accommodate COVID-19 challenges. We also understand from our interview that the city has many projects in the works and that other park projects may dictate the sign installation schedule. Our fees will not change due to length of the project timeline.
Once we are engaged to begin the project, our first task will be to work with you in establishing a detailed project schedule with key milestones, meeting dates and deliverable due dates. We will hard to accommodate your needs and are able to work aggressively toward project deadlines.
If we extend this project through February of 2021, you can expect that the installation of the first phase of signs would occur mid to late summer.
If you hope to install the first phase of signs in spring of 2021, we recommend wrapping up this project by the end of the year or early January 2021. This will allow you time for the bidding process, shop drawing review, material procurement, fabrication and installation of the signs.
5 6.5D ADDENDUM Page 58 ADDENDUM | FOLLOW-UP QUESTIONS
PROJECT SCHEDULE
Phase 1 Program Development June 17 wks* Kick-off Meeting wk 1 Schedule Planning wk 2 wk 3 Site Review wk 4 Staff Workshop Content Review July wk 1 Preliminary Location Plan wk 2 wk 3 Community Engagement Planning Deliverable: Community Engagement Plan wk 4 wk 5
August Citizen Commission Workshops wk 1 wk 2 Community Engagement Exercise Deliverable: Program Assessment Summary wk 3 wk 4
Sign Schematic September Content Organization wk 1 wk 2 Wayfinding Strategy wk 3 Staff Review Deliverable: Program Development Document wk 4
Phase 2 Design Development October 12 wks* Design Concepts wk 1 Staff Review wk 2 Budget Review Presentation: Design Concept wk 3 wk 4
Design Development November Staff Review wk 1 wk 2 Commission Review wk 3 Community Engagement Planning wk 4
December Community Engagement Deliverable: Design Development Summary wk 1 wk 2 wk 3 wk 4
Phase 3 Design Specification January 8 wks* Specifications Drawings and Location Plan wk 1 wk 2 Cost Update and Staff Review wk 3 Phasing Plan Deliverable: Design Specifications Document wk 4
February City Council Presentation Presentation: City Council wk 1 Changes and Updates wk 2 wk 3 Master Plan Deliverable: Master Plan Document wk 4
*Detailed project timeline and duration per task will be established with your input to accommodate needs and schedules.
6 6.5D ADDENDUM Page 59 ADDENDUM | FOLLOW-UP QUESTIONS
5 | If in the finalization of the community engagement plan, we wanted to bring in another consultant/sub to complete that work (for an additional fee), would you be open to that?
Yes, we often work with other groups on various aspects of a project. Especially when they have a specific expertise or a strong working relationship with a client. We could work with this group to ensure we are getting what we need from the community; their insight and perspective.
7
City of Brooklyn Park Request for EDA Action
Agenda Item No: 7.1 Meeting Date: February 16, 2021
Agenda Section: Discussion Items Prepared By: Sarah Abe, Project Facilitator Resolution: NA Kim Berggren, Executive No. of Attachments: 1 Presented By: Director
Item: 2020 Economic Development Authority Annual Report
Overview:
Annually the Economic Development Authority (EDA) produces a report detailing the accomplishments of the organization from the previous year.
Attachments: 7.1A ANNUAL REPORT
Economic Development Authority YEAR-END ACTIVITY SUMMARY 2020 Brooklyn Park: a snapshot 4
Development activity 6
Business vitality 8
Housing 10
Light rail transit 14
Workforce development 16
COVID-19 response 18 2020 The year 2020 was a tumultuous year across the globe. In early March, the emergence of the COVID-19 pandemic in the United States led to mandated business closures and shifted citywide staff time, programming, and resources to pandemic response. In addition to continuing to support Economic Development Authority (EDA) strategic priorities and development projects, EDA staff worked to create and implement multiple grant and loan programs to support businesses, residents, and nonprofit organizations during this challenging time.
In March the federal government passed the Coronavirus Aid, Relief and Economic Security, or CARES, Act and the city of Brooklyn Park received $6.2 million to go towards additional costs incurred due to the pandemic. Response programs included: increasing communications through additional emails and a new COVID-19 resident and business resources webpage; distributing personal protective equipment (PPE) across the city; delivering a Brooklyn Park Development Corporation (BPDC) Emergency Deferred Grant Program and a Nonprofit Emergency Grant Program; collaborating with partners such as Hennepin County and TwinWest Chamber of Commerce to provide support to local businesses; and launching a CARES Community Relief Grant Program that successfully distributed almost $3 million to businesses, nonprofits, schools and residents who were negatively impacted by COVID-19.
In addition to these emergency response programs and activities, work continued on several EDA strategic priorities. Plans for a small business center moved quickly forward with the support of a $100,000 grant from the Metropolitan Council Livable Communities Demonstration Account Pre-Development Grant Program. Several large housing rehabilitation projects proceeded at Brook Gardens and Brooks Landing, and communications with Aeon on improving the facilities at Huntington Place Apartments while maintaining affordability for residents were ongoing throughout the year.
BrookLynk, the city’s youth employment program operated in partnership with Brooklyn Center, also adjusted its activities to account for COVID impact. BrookLynk pivoted to a hybrid model to deliver both in-person and online work readiness opportunities. The Get Ready! work readiness training launched online and a new virtual program provided young people in the Brooklyns with the opportunity to participate in a paid skill-building summer program.
METRO Blue Line Extension Light Rail Transit (BLRT) work reignited when Hennepin County and the Metropolitan Council announced the need to advance the project without using approximately eight miles of freight railroad property, as initially planned. This announcement prompted a new phase of community engagement which will extend through 2021.
In 2021 the EDA will re-evaluate its strategic priorities and determine what, if any, new directions to take for the next two years.
2020 EDA Board left to right: Commissioners Terry Parks, Lisa Jacobson, Mark Mata, Susan Pha, President Jeffrey Lunde, and Commissioners Wynfred Russell and Tonja West-Hafner. Brooklyn Park: a snapshot Top 10 employers in Brooklyn Park 1. Target (North Campus)–4,000 Tax capacity per household and per capita compared 2. Caterpillar Paving Products–700 with peer cities (2019) $7,000.00 3. North Hennepin Community College–610 $6,000.00 $5,000.00 4. HyVee–500 $4,000.00 $3,000.00 5. Medtronic–420 $2,000.00 $1,000.00 6. City of Brooklyn Park–397 $- 7. Integer–395 8. Olympus Surgical Technologies–385
Per household Per capita 9. GLS Companies–375 10. Cirtec Medical–350
Median home sale price 83,000+ increase 2016-2020*: 1,500+ 100 58.9% businesses restaurants residents (over 50% people of color) Median rent increase (1-bedroom) 2016-2020: 27.1% 484 $17,056,728 *Data from Minneapols Association of Area Realtors parks and public 32,461 jobs (2019) grant funds secured 1,000 facilities since 2018 acres~ undeveloped land
Grant funding breakdown for grants awarded 2018-2020
Grant type Funding category $851,378 $585,000
$2,965,350 $3,971,728 Workforce development Competitive Development and Pass Through redevelopment Entitlement Infrastructure
$13,240,000 $13,351,378
Economic Development Authority | Year-End Activity Summary 2020 4 Economic Development Authority | Year-End Activity Summary 2020 5
Economic Development Authority In 1988, the Brooklyn Park City Council established the Economic Development Authority (EDA) to oversee job creation and preservation, enhance the city’s tax base, promote the general welfare of the city’s residents and assume primary responsibility for development activities. In 1993 the EDA absorbed the work of the Housing and Redevelopment Authority (HRA), giving the EDA oversight of housing programs, policies and development. The EDA is made up of the seven duly elected and sworn-in members of the City Council and meets every month to discuss projects and initiatives as presented by city staff.
Since its inception the EDA has been integral to a number of projects, including redevelopment of the Village Creek neighborhood, establishment of Northland Business Park, transportation planning and the creation and management of critical housing programs. By striving to maintain and grow relationships with existing and new businesses the EDA also helps to identify and link development and redevelopment opportunities with the proper tools and resources, helping existing businesses grow and prosper while attracting new businesses and industry to the community. BrookLynk, the EDA’s youth employment program operated in partnership with Brooklyn Center, equips and connects young professionals with job skills and opportunities in the northwestern suburbs. The EDA also administers housing programs and works to maintain and preserve the existing housing stock in the city by offering a wide range of programs meeting the needs of homeowners, homebuyers, sellers, renters and landlords.
Through its focus on livability, development and redevelopment, the EDA’s ultimate goal is to maintain a high quality of life for all Brooklyn Park residents. Economic Development Authority | Year-End Activity Summary 2020 6 EDA supported development activity
Mixed-income housing developments Several large housing developments with an affordability component have been proposed or advanced in 2020. Several of these projects need to secure additional funding sources before groundbreaking, but all received funding support commitment resolutions from the EDA this year. • 6900 85th Avenue North. The EDA has worked with North Hennepin Community College (NHCC) and Minnesota State Colleges and Universities to issue a request for qualifications (RFQ) and select Duffy Development Company for a mixed income apartment development and a cooperatively owned day-care on the site. The vision for that location includes two apartment buildings with approximately 75 units each. Duffy has begun hosting community meetings to introduce themselves to the neighborhood. • Cornerstone Village. Bethesda Lutheran Communities is working to secure additional financing for this project, a 130-unit mixed income, multifamily apartment building for seniors and individuals with intellectual or development disabilities. 80 of the units will be available at 30% or 50% of the area median income (AMI). This year Bethesda recieved a $2 million grant from the Livable Communities Demonstration Account (LCDA) Development grant from the Metropolitan Council for the project. • Village North Apartments. The George North Development Group is finalizing financing for this project, an 83-unit apartment community with 20% of the units available at 50% AMI. The project includes 10,000 sq feet of commercial space and a commercial kitchen. It is expected to break ground in 2021.
Commerical and industrial development Despite the impact from the pandemic, development across the city has remained strong. JunoPacific, Kurita, Cirtec, and more relocated or expanded in the city. Additionally, Brooklyn Park continues to attract a diverse array or restaurants with new businesses such as Miyabi Grill, El Loro, and Sweet Percent Bakery. Several new restaurants constructed buildings and opened in 2020, including Panera, Chick-Fil-A, and KFC.
Center for Innovation and the Arts The Center for Innovation and the Arts is a proposed 83,000 square foot collaborative learning and performance space. The Center for Innovation and the Arts project aims to expand the opportunity for NHCC college students to earn arts degrees while also offering a destination for residents of every age in the northwest metro with access to year-round community events and education programs. The facility would be jointly governed by NHCC and the City of Brooklyn Park with collaboration from other partners such as school districts and neighboring cities. This year an Advisory Council, whose purpose is to advocate for the project, advise on fundraising efforts, and ensure the project maintains its commitment to diversity, equity and inclusion, was convened and met quarterly throughout 2020.
Former library purchase In September, the Brooklyn Park EDA purchased the empty former library at 8600 Zane Avenue North. Hennepin County operated the facility as a library from 1976 to 2016 and shared its parking with the City of Brooklyn Park Community Activity Center (CAC) through a parking agreement. The EDA purchase of 8600 Zane helps ensure continued adequate parking for the Community Activity Center (CAC) and provides potential reuse or redevelopment opportunities. EconomicEconomic Development Development Authority Authority | Year-End | Year-End Activity Activity Summary Summary 2020 2020 7
EDA priorities #1 and #2: Plan & promote investment in Village Creek Pursue projects in the Opportunity Zone Several critical developments in the Village Creek area continued to develop through 2020. Christina’s Day Care continues to work with area lenders to secure financing to develop a site located at 7516 Brooklyn Blvd. Despite the delay it is expected to bring over 400 daycare slots to Brooklyn Boulevard, filling a critical community need. The George North Group has secured financing from LCDA at the Metropolitan Council and from the EDA to develop a mixed use building at 7621 Brooklyn Blvd which includes 83 mixed-income units and ground floor retail and a commercial kitchen component. Interest remains high for the vacant lot at the corner of Regent Highway 169 and 101st Avenue North interchange Avenue and Brooklyn Boulevard. Staff continue to explore options Improvements to this interchange began in December 2019 to develop sites in the Opportunity Zone, a federal designation and provide increased automobile access to local businesses that rely on Highway 169 to ship products. The interchange to encourage long-term investments in low-income and urban officially opened on December 8 with a grand opening planned communities which encompasses most of the Village Creek for spring 2021. This project was funded through support redevelopment area. from the EDA and grants from the Minnesota Department of Transportation.
Ground Breakings, grand openings, and ribbon cuttings Chick-Fil-A, Cirtec, Dos Hermanos, El Loro, Enterprise Rent-a-car, Glamaur African Restaurant, IBEW 292, Kurita, Lupient Nissan, Miyabi Grill, N1 Motion Fitness, Nice African Family Restaurant, Suite Living, Sweet Percent Bakery, Urbana Court
Summer Blossom This was the 21st year of the Summer Blossom Garden and Landscape Recognition Program. The purpose of the program is to highlight attractive gardens and landscaping in Brooklyn Park and recognize residents and businesses that strive to improve Townhomes winner Neighborhoods winner the city’s landscape. This year’s winners were: Rob LeNeau Jeannine Kline
Grand Pirze: District 1 First place: District 2 First place: District 3 First place: District 4 Patricia Canby & John Bruhn Pam Kessler Nancy & Jerry Knoth Linda & Terry Menge Economic Development Authority | Year-End Activity Summary 2020 8 Business vitality
9th Annual Business Forward Forum The 2020 Business Forward Forum took place on December 3. In order to keep staff, presenters, and attendees safe, the Forum was held virtually for the first time ever. This year’s event also added a new element: pre-forum sessions on talent development and getting loan ready, which were selected and tailored for business needs. Representatives from the State of Minnesota’s Department of Labor and Industry (DLI) and local organizations such as African Career, Education and Resource (ACER) and Metroopolitan Consortium of Community Developers (MCCD) presented on these topics to provide resources to Brooklyn Park businesses. Keynote speaker Hamse Warfa, the Minnesota Department of Employment and Economic Development (DEED) Deputy Commissioner of Workforce Development, discussed the state’s response to the pandemic and highlighted its ongoing commitment to supporting businesses and entrepreneurs as well as the need to implement more talent development programming.
2nd Annual Restaurant Week From September 14-20, more than 30 restaurants in the city offered discounts or participated in an online giveaway for the second annual restaurant week! This year’s event reflected a more traditional restaurant week with local restaurants offering discounts to customers. Residents could participate online as well, and social media posts on Facebook and Twitter reached more than 30,000 impressions. Several restaurants, such as Miyabi Grill, Johnny Boy’s Pizza and Sweet Basil, received great reviews from visitors who took advantage of the discounts offered this week to explore new places to eat in the city. This year’s event was another success, and EDA staff will continue to collaborate with the Communications division to explore new and fun ways to continue to improve Restaurant Week.
Loan Program changes In July, the Brooklyn Park Development Corporation (BPDC) approved changes to two existing loan programs. The goal of the changes to both programs is to increase their flexibility while providing a favorable financing tool for businesses in Brooklyn Park. Both the Small Business Microloan Program and the Revolving Loan Program were restructured to remove barriers to qualifying such as an overreliance on credit and high interest rates. These changes aim to make the programs more accessible to local small business owners who do not otherwise have access to large amounts of capital. Currently, staff is working with loan processors to determine final underwriting criteria for both loans with the goal of launching the programs in 2021.
EDA priority #3: of community members and elected officials has begun convening to guide key project decisions such as space needs, operational models, Business incubator and overall project vision. Consideration of a business incubaor project came from community members who have identified this as a need in Brooklyn Park for the past several years. Small business centers and incubators can prevent EDA priority #4: displacement and gentrification while investing in local businesses Enhanced restaurant recruitment and marketing and the community. With the help of a $100,000 LCDA grant from the Metropolitan Council, predevelopment work on a small business It was a difficult year for the restaurant industry with mandated closures center in Brooklyn Park made progress in 2020. The project aims to and fewer customers due to the spread of COVID-19. In response, EDA staff provide technical assistance and affordable commercial space for small directed many restaurants to apply for loan and grant programs from the businesses and entrepreneurs in the community. The EDA has prioritized U.S. Small Business Administration, the Department of Employment and gathering community input and working with small, locally owned firms Economic Development (DEED), Hennepin County, and the City of Brooklyn to explore cost and design options for an incubator that fits the needs of Park. Technical assistance was also provided to potential applicants Brooklyn Park’s small business community. To date, the EDA has entered through city staff and community partners such as ACER. Additionally, into contracts to provide tenant representation services and assist in this year was the 2nd annual Brooklyn Park restaurant week. Over 30 negotiating lease space for the center, designing services for phase 1, and restaurants participated by offering a discount and saw increased foot to complete a feasibility study meant to help understanding operational traffic throughout the week-long event. needs and financial realities related to the center. A steering committee Economic Development Authority | Year-End Activity Summary 2020 9
Minnesota Investment Fund (MIF) and Job Creation Fund (JCF) MIF and JCF are programs run through the State of Minnesota’s Department of Employment and Economic Development (DEED) with the goal of retaining and creating high wage jobs in Minnesota. Brooklyn Park businesses regularly utilize these funds to help fund expansions, relocations and equipment purchases. Most recently, the State of Minnesota officially awarded Brooklyn Park an $800,000 MIF award to aid Cirtec Medical with its expansion in Brooklyn Park. Cirtec is planning an 85,000 square foot expansion into a building located at 9315 Winnetka Ave N which will allow the company to create 200 new jobs as it builds out its new neuromodulation implant center of excellence.
The city is also currently working with a company named Juno Pacific to secure MIF and JCF funding to aid in its move to Brooklyn Park. The project is expected to create 130 jobs in the next 5 years. City staff continue to work with the State of Minnesota to understand how to tailor the programs to better meet the needs of Brooklyn Park businesses and residents.
Open to Business MCCD continued to offer business consulting services across the metro area and in Brooklyn Park. Consultation topics include business feasibility and planning, operations and logistic management, financial Open to Business in Brooklyn Park: 1st half 2020 and record-keeping assistance, and other important topics for business • 38 clients served owners. Services were conducted via appointments during COVID. In the second 6 months of 2020, MCCD pivoted to distributing CARES dollars • 67% women entrepreneurs, 72% entrepreneurs of regionally which included deploying funds to Brooklyn Park businesses. color and 28% low-income entrepreneurs MCCD partnered with Hennepin County and the State of Minnesota to • 24 mini grants/emergency loans administered for distribute COVID related funds and offered technical assistance to small businesses applying to programs such as the Payroll Protection Program $161,700 (PPP), Economic Injury Disaster Loan (EIDL), and other CARES Act grant and loan opportunities.
Business Forward Advisory Board The Business Forward Advisory Board (BFAB) represents businesses of different types, sizes and locations within the city and meets monthly to create an even better business climate in Brooklyn Park. This year, BFAB lent their feedback to improve various initiatives such as improving loan program structures, creating networking events, how to connect small businesses with marketing efforts, and how to improve events such as the annual Business Forward Forum and Restaurant Week. Current BFAB members are Jackson George of the Liberian Business Association, Yasmin Hyder of McDonald’s, Sonny Kester of American Family Insurance, Mary Kuria of Customized Accounting Solutions Group, Annette Lund of Diversified Plastics, Curt Medina of Daily Dose Café, Matt Rau of Takeda Pharmaceuticals, Karen Philbin of North Hennepin Community College, Joe Piket of Primrose and Anthony Watts of US Bank. The 2020 Council liaison to BFAB was Councilmember Wynfred Russell.
Black owned business map Nationwide, Black-owned businesses were among the hardest hit by the COVID-19 pandemic. To support shopping at local businesses and celebrate the Black community in Brooklyn Park, a team of EDA and GIS staff launched an online business map. The map shares information with IsoBlack, a startup that aims to highlight Black-owned businesses and events across the Twin Cities, to share stories and encourage residents to shop at local stores. The map is available at https://arcg.is/KnTer. Economic Development Authority | Year-End Activity Summary 2020 10 Housing
Housing Financial Resources Homeowner programs were redesigned in 2019 to increase the number of residents making improvements to their homes and to provide needed resources for future homebuyers. The redesigned and revamped programs have been a huge success, with funds for multiple programs expended rapidly. New programs include the Senior Deferred Loan, Down Payment Assistance, Code Correction, and a revised Home Improvement Loan. In 2020, two new programs were added to increase investment in apartment communities. These Rental Rehabilitation Loan Program and Community Engagement and Sustainability Program (CSP) have been in effect since mid-2020. This year also marked significant processing improvements – loan processing time went from 3 months to under 3 weeks. All Down Payment, Home Rehabilitation, and Senior Deferred Loan Program: 8 loans, $150,000 Senior Deferred loans approved by race Down Payment Assistance Program: 12 Loans, $100,000 8% Home Improvement Loan Program: 6 loans, $126,000 Code Correction Loan Program: 2 Loans Pending Asian 38% Home Energy Squad Enhanced: 100 Home Visits, $5,000 Black or African Home Rehab /Emergency Deferred Loan: 19 Loans Closed: $312,500 American Rental Rehabilitation Loan: 6 Loans Pending White Community Engagement and Sustainability Grant Program: 3 grants, $60,000 54%
Workshops EDA staff held several successful workshops to promote housing programs this year. • Home Stretch Workshops. Two were held virtually in partnership with Community Action Partnership of Hennepin County (CAPHC). The workshops were conducted in English, Hmong, and Spanish. These workshops focused on teaching attendees about Brooklyn Park’s housing programs, the mortgage process, the purchase decision, the closing steps, housing inspections, and approaches to maintaining a home. • Life in an HOA: What you need to know to thrive. Held on December 5, this was part of the annual Homeowner Association training session the city provides for residents to build capacity and empower residents to be involved with HOA boards. The meeting this year was held virtually and involved staff support from multiple departments. There were over 70 residents in attendance. • Rental assistance event. On November 17th community engagement, community development, and Hennepin County held their first ever virtual rental assistance event with Riverview Apartments. Staff have held these events once a month at various apartments in the city as part of technical assistance to the residents trying to access financial resources for rental and food assistance. • 28th Annual Real Estate Forum. On February 20, the EDA held its 28th successful Forum at Edinburgh USA. The theme was “Brooklyn Park: Your Forever Home” and featured Matt Mullins of Maxfield Research and David Arbit of the Minneapolis Area Association of Realtors as keynote speakers. Attendees had the opportunity to earn continuing education credits from the Minnesota Department of Commerce. 125 registrants attended, representing real estate professionals throughout the region. EconomicEconomic Development Development Authority Authority | Year-End | Year-End Activity Activity Summary Summary 2020 2020 11 Investment in apartment communities The EDA prioritizes improving living conditions for all EDA priority #5: residents and has worked with both property owners and NOAH preservation fund residents to improve the condition of its housing stock for decades. Multifamily housing has been a focus area, In 2019, the EDA set aside $5 million to preserve naturally occurring and since 2016 the EDA has invested $6.6 million on direct affordable housing (NOAH) in Brooklyn Park. In January 2020, the EDA rehabilitation costs and sponsored over $30 million in approved a $5 million loan agreement with Aeon for the acquisition, Housing Revenue Bonds for 1,546 units at four apartment communities. Park Haven rehabilitation was completed preservation, and rehabilitation of Huntington Place Apartments. The in 2016 and work continues at Autumn Ridge, Brooks agreement calls for Aeon, the nonprofit organization that purchased Landing/Brooks Garden and Huntington Place. Huntington, to make significant physical improvements totaling over $8 million to the property while maintaining affordability at 50% and 60% Huntington Place - 834 units of the area median income (AMI). EDA staff and Aeon meet regularly to Aeon, a Twin Cities-based nonprofit developer and discuss the property and progress on improvements. manager of affordable apartment homes, purchased Huntington Place Apartments in January 2020. To make the purchase Aeon partnered with the EDA, the Twin Cities Local Initiatives Support Corporation (LISC), and the National Equity Fund. The EDA approved a loan agreement with Aeon for the acquisition and re-habilitation of Huntington Place Apartments in January 2020. Aeon will maintain affordable rents for the long-term. The EDA is contributing a $5 million loan to fund physical reinvestments into the apartment community with a focus on improving safety and security. Aeon has drawn on $250,000 of EDA loan funds to date and invested over $900,000 in building systems and unit improvements.
One significant project completed since taking ownership is the installation of a new camera system. Police and EDA staff worked with Aeon to consult on camera location. Aeon installed 195 exterior cameras and added over 100 interior cameras. Aeon also launched a Community Advisory Taskforce with representation from the city, county, and community and nonprofit organizations in order to provide a forum in which to share knowledge and resource and collaborate on strategic thinking. EDA staff continues to meet regularly with Aeon to coordinate improvement plans and ensure the project remains in compliance with the EDA loan requirements.
Brooks Landing and Brook Gardens Rehab Project – 170 units These apartment communities are currently undergoing extensive renovations to address critical needs. The $30 million redevelopment project includes $47,500 per unit in direct construction and rehabilitation expenses. The project is financed by a $400,000 housing rehabilitation loan from EDA, conduit revenue obligations totaling $15 million, and funding from Hennepin County, Minnesota Housing Finance Agency, and other private syndicators.
Landscaping and stormwater retrofitting work was done by Metro Blooms and cost about $315,000 in grant funds from several partners, including a grant from the EDA’s new CSP grant to leverage funds from other sources. Metro Blooms worked with residents to redesign their landscape for more sustainable practices and improved quality of outdoor living. This included managing stormwater and creating a more inviting outdoors with amenities chosen by residents. The new design included several raingardens planted with pollinator-friendly plants and a nature play area for children. Resident project stewards, paid equitably for their time, helped with planning, engaging friends and neighbors and organizing events. Through paid work, residents also helped with installation and planting. Residents were co-creators in redesigning more resilient and livable outdoors spaces for their community. Economic Development Authority | Year-End Activity Summary 2020 12
Autumn Ridge Apartments – 366 units Residents at Autumn Ridge, Sherman Associates, Metro Blooms, ACER, and the City of Brooklyn Park have been working together to develop and implement a 3-phased stormwater retrofit plan for the site, in conjunction with a larger site redevelopment project that was concluded in 2019. The first two phases (2018 and 2019) were funded by grants from Hennepin County, Shingle Creek Watershed Management Commission, and Sherman Associates. The third phase of the plan includes the installation of raingardens, native plantings, and sustainable urban forest canopy on site. This phase was funded Hennepin County, Sherman Associates, Metropolitan Council and the City of Brooklyn Park. A focus of education and outreach is training on-site maintenance staff and property management in practices to improve water quality, mitigate localized flooding on site, create pollinator habitat, enhance livability, and provide ongoing education and job training opportunity for facilities and maintenance staff and interested residents. Metro Blooms has led the design development at Autumn Ridge from 2017 through 2020 and will continue this work in 2021. Over the past 3 years, about $600,000 have been invested in the landscaping and stormwater retrofitting work.
Brooklyn Avenues for Youth In 2015, the city of Brooklyn Park funded and constructed a housing facility for youth experiencing homelessness in the community. The facility, Brooklyn Avenues, is a 12-bed shelter and transitional housing program for homeless youth aged 16 to 21 from the northwest suburbs of Hennepin County. The facility is managed and operated by Avenues for Youth, a nonprofit organization based in Minneapolis. Avenues partners with youth experiencing homelessness to achieve their dreams. Upon arrival at Brooklyn Avenues, staff address youths’ immediate and crisis needs by providing clean bedrooms and bathrooms, laundry facilities, three nutritious meals per day, clothing, personal hygiene supplies and bus tokens. Youth counselors and case managers provide direct care and guidance for the youth 24 hours per day. This support ranges from cooking meals together, playing games and watching movies in the evening, and having tough conversations. In 2020, Avenues temporarily suspended use of their emergency bed services during the pandemic to limit the number of people in and out of the facility. Avenues also recieved grant funds for additional food and cleaning expenses and equipment to support distance learning.
Avenues by the numbers used emergency services 68 day average length 110 young people served 181 of stay 32 housed in the program 89% youth of color 71% exited into stable housing Economic Development Authority | Year-End Activity Summary 2020 13
Transitional housing The City of Brooklyn Park’s Economic Development Authority owns a short-term transitional housing facility that works with families experiencing long term homelessness to help them move towards long-term housing stability. Simpson Housing provides families with professional supportive services that include intensive case management, subsidized rental housing through the Hennepin County HOME program and individualized services that focus on life skills, positive parenting, education, and employment. In the last four years the EDA has invested over $230,000 in capital improvements at the property primarily through Community Development Block Grant (CDBG) funds. In 2020, to respond to the COVID-19 pandemic, transitional housing staff implemented no contact notices, social distancing, measures, maintenance work for emergencies only, and virtual professional supportive services.
Center for Urban and Regional Affairs housing stability research The Center for Urban and Regional Affairs (CURA) at the University of Minnesota was contracted in 2019 to research issues of community building, renter and management knowledge of rights/responsibilities, and concerns surrounding safety and security. In March, the project was put on hold because of restrictions on gatherings due to COVID-19; however, in November, the project reignited with remote data collection strategies. The research team conducted interviews and focus groups with residents and apartment managers with support from EDA and city Community Engagement staff. The project is led by Dr. Brittany Lewis and Dr. Shana Riddick and is being funded by the Brooklyn Park Economic Development Authority (EDA), Hennepin County, and Minnesota Housing. The final report for the research project will be published in 2021.
Apartment action plan update In 2010 the City launched an Apartment Action Plan establishing policies and procedures to ensure long-term sustainability of the city’s current and future apartment communities. In consultation with stakeholders including property owners and managers, community organizations, and housing advocacy groups, the city updated the strategy in 2018. The Apartment Action Plan 2.0 outlines actions around community engagement and communication, sustainability strategies and enforcement and monitoring of apartment communities. Representatives from across city departments meet regularly to check in on work progress. In 2020, key efforts within this group included adjusting how inspections worked during COVID-19, designing new procedures to address rental units with repeat violations, and communicating resources to tenants. Economic Development Authority | Year-End Activity Summary 2020 14 Light Rail Transit
Moving the Blue Line Extension Forward In August 2020, the Metropolitan Council and Hennepin County announced the need to advance the METRO Blue Line Extension Light Rail Transit (BLRT) project without using approximately 8 miles of freight railroad property as initially planned. This new direction will impact different portions of the line in different ways. The southernmost portion of the proposed extension (the blue area in the figure to the right) will be impacted most deeply and extensive community engagement is planned to reimagine this route. The northernmost portion of the proposed line, which includes four of the five stations in Brooklyn Park, will feel very little to no impact from the new alignment. Though this new direction has a minimal effect on the five planned Brooklyn Park stations, it does alter the project timeline and prompt a renewed focus on community engagement for 2021. The announcement also reinvigorated many of the community action committees around the Blue Line Extension.
Project principals To guide collaborative work moving forward, project partners and stakeholders developed a set of principles that set the scope and guide decision-making and engagement. These principles were reviewed, amended and adopted by the Corridor Management Committee at the December 10, 2020 meeting.
Community engagement begins again To shape future engagement in 2021, Hennepin County and the Metropolitan Council worked with Juxtaposition Arts and the Alliance for Metropolitan Stability to develop a community-informed engagement framework. Some initial engagement began in 2020, including:
• An online community survey to provide input on community priorities and help shape future engagement work. • Opportunities to serve on a voluntary business or community project advisory committee • Listening sessions began in late 2020/early 2021 for community members to learn more about the project and give input • Invite project staff for conversations and presentations to community/neighborhood/business groups
The Metropolitan Council, Hennepin County, and other project partners will continue to explore how to engage communities to communicate these changes in 2021. Economic Development Authority | Year-End Activity Summary 2020 15
Plaza Park completed The Plaza Park, which is located at the intersection of 85th Avenue North and West Broadway Avenue, is complete! The location is home to exciting potential developments including a future stop on the METRO Blue Line Light Rail (BLRT) Extension and the proposed Center for Innovation and the Arts. The Plaza features several art installations by local artists. The three installations are a Bench Canoe by Mike Klein that encourages friendly conversation, an interactive Robot Park by local artist Nicholas Knutson with a stage and open space for gatherings, and a community-engaged art mural featuring themes of positivity and inclusivity by local artist Geno Okok and several youth from Zanewood Recreation Center. The site also includes a nature based play area that was funded in part by Hennepin County’s Transit Oriented Development (TOD) grant. The temporary Plaza Park is a joint effort with dollars and in- kind resources coming from Hennepin County, North Hennepin Community College, the McKnight Foundation- funded Cultivate Program, the City of Brooklyn Park, and the EDA.
Plaza Park celebration On Friday, August 21, city leaders and community members celebrated the completion of the Plaza Park. Brooklyn Park Mayor Jeffrey Lunde, Hennepin County Commissioner Mike Opat, and NHCC President Rolando Garcia spoke at the event and emphasized the site’s importance as well as the importance of art engagement along the proposed BLRT extension. Several artists also spoke about their art installations, emphasizing messages of community engagement and unity. The event was open to staff and the public. Approximately 40 people attended, including Council Members Terry Parks and Tonja West-Hafner, and project partners from Hennepin County, NHCC, and Springboard for the Arts. The event was very positive, and we continue to look forward to future developments and programming at the Plaza Park! Economic Development Authority | Year-End Activity Summary 2020 16 Workforce development
BrookLynk, a youth employment program powered by the cities of Brooklyn Park and Brooklyn Center, continues to grow! 2020 marked a year of innovation and creativity as the program responded to COVID-19 by pivoting to a hybrid model delivering both in-person and online work readiness opportunities. This year marked the launch of the Get Ready! work readiness training online, increasing access to a high-quality training experience that resulted in more BrookLynk alumni landing jobs than ever before. With the development of new virtual program and committed partners, the BrookLynk team is moving rapidly forward to engage more youth and build programming for 2021.
Summer programming redesigned One of the biggest adjustments was to the summer internship program. Due to barriers created by the pandemic, including the loss of most of the summer employer pledges, the program required a full re-design. The speed of this new program development paired with extensive partner collaboration to execute it successfully demonstrated the ability of BrookLynk to quickly adapt to new, challenging employment barriers for young people.
The new internship program consisted of 42 “traditional” internships provided by 7 employer partners coupled with another 78 stipend positions in 6-week online training series. BrookLynk launched the hybrid program to maintain its target annual goal of 120 youth completing a summer internship. The six-week online training series was based on Get Ready! and was designed in partnership with Cummins Power Systems and Boston Scientific as well as several community partners such as Junior Achievement and Best Prep. During the 6-week series youth participated in workshops on topics such as networking and LinkedIn and diversity at work, met professionals from high demand high wage industries such as manufacturing and healthcare, and learned about financial literacy and college planning. This revised internship program resulted in 106 youth completing BrookLynk’s summer internship program.
Two measures of success of the hybrid summer internship program for the 2020 program year was retaining 73% of employer commitment and 44 of this summer’s 106 interns being hired by BrookLynk employer partners.
Success story
Hawa joined BrookLynk in 2017 as a 10th grader with interest in pursuing a career in health care. Hawa was certain that BrookLynk was the program that would help her to gain new skills, meet new people, and achieve her goals. Hawa excelled as a youth intern attending all trainings and events, taking every opportunity to grow as an emerging professional, and utilized the BrookLynk job coaches for 1:1 support to help her both in and outside of the program. During her second year with BrookLynk she was matched to a summer internship with Boston Scientific, a medical device manufacturer. While interning at Boston Scientific she had the opportunity to work alongside human resource specialists and production managers; building relationships with colleagues that introduced her to new experiences daily. Upon completion of her summer internship she was hired as a training coordinator facilitating new hire orientations, trainer development courses, and performance tracking. In addition to working at Boston Scientific, Hawa is now in her third year at the University of Minnesota studying Health Services Management and continues excel in her work and studies. Additionally, Hawa remains and integral part of BrookLynk as a youth liaison sitting on the programs advisory committee and as a trainer at Get Ready! youth work readiness training. Economic Development Authority | Year-End Activity Summary 2020 17
BrookLynk Advisory Board The Board includes representatives from both Brooklyn Park and Brooklyn Center as well as youth BrookLynk alumni. The 2020 Advisory Board members were:
Curt Boganey, City of Brooklyn Center Elton Dahn, BrookLynk alumni representative Jay Stroebel, City of Brooklyn Park Prad Pathirana, Cummins Corporation Rebecca Gilgen, Brooklyn Bridge Alliance for Youth Angel Young, BrookLynk alumni representative Hawa Doucoure, BrookLynk alumni representative Sue Schmitz, Hennepin Technical College Vicki Erickson, Topline Credit Union Dr. Eda Watts, North Hennepin Community College
BrookLynk by the numbers
$148,000 participants in the in wages earned by 300+ alumni network youth interns
BrookLynk interns hired by youth trained with 44 BrookLynk employer partners 224 essential job skills 92% 99% of supervisors of youth interns paid internships were satisfied were satisfied 120 coordinated with their intern with their match experience
Youth 80% 93% qualify for free and youth of color demographics reduced lunch 55% 33% 67% first or second of interns live or attend of interns live or attend generation immigrants school in Brooklyn Center school in Brooklyn Park Economic Development Authority | Year-End Activity Summary 2020 18 COVID-19 response
Business Communications To communicate quickly and effectively with businesses, the EDA sent weekly emails to a citywide business mailing list, created a webpage for business resources, and worked with the City’s Communications staff to provide updates on social media as necessary. Resources and information changed rapidly, making it critical to send out constant information for Brooklyn Park’s business community. Information included training opportunities, technical support resources, loan and grant programs, and changing guidance around gatherings, business closures, and health requirements.
Brooklyn Park Development Corporation Emergency Deferred Loan Program One program that was launched immediately after the business closures was BPDC’s Emergency Deferred Loan program. This program provided forgivable loans of up to $7,500 to business with 20 or fewer full time equivalent employers and a gross annual revenue of $2 million or less. Over 80 businesses applied and 71 met eligibility requirements to received funds. Eligible applicants represented a variety of industries with over half being businesses owned by Brooklyn Park residents, 81% of businesses reporting they are owned in part or in whole by people of color, and about half being owned in part or in whole by women. Many of these businesses submitted the required documentation for their loans to be forgiven as part of CARES funding. The remaining businesses have payments deferred until May 15, 2021. At that time, loans may be eligible for either partial or full forgiveness. BPDC will discuss eligibility criteria for forgiveness and communicate with all businesses that received funds.
Business Impact Survey In May, as part of the Community Impact survey conducted citywide, the EDA reached out to numerous businesses to understand the impact of COVID-19 and how the city could effectively provide support services. About 50 businesses responded and provided valuable insight on challenges and needs presented by the crisis. Three major themes rose out of the survey: businesses in Brooklyn Park were willing and eager to provide needed services to the community; the most critical need faced by most businesses and in particular micro businesses was quick access to funding for operating expenses like rent and payroll; and businesses required technical assistance to access federal and state loan programs. These results were used to design both BPDC and CARES business grant programs and establish communications to support the Brooklyn Park business community during this crisis.
Technical assistance for rental assistance applications Hennepin County worked to deploy emergency housing assistance funds to residents who were financially harmed by COVID-19. From August through November, EDA staff worked with staff from the city’s Community Engagement division to hold technical assistance events at Brooklyn Park apartment communities to help residents fill out Hennepin County applications for rental assistance. Staff were on site at Autumn Ridge, Willows, Eden Park, Riverview, Villa del Coronado, and Pebble Creek to assist with the application process. The EDA also mailed information about the County’s program to all rental households in the city.
Nonprofit emergency grants Another program that was launched immediately was the Nonprofit Emergency Grant fund to distribute direct services to respond to increased levels of need in Brooklyn Park. Through this program, five nonprofit organizations – Avenues for Youth, Community Emergency Assistance Program (CEAP), Minnesota African Task Force Against Ebola (MATFAE), Organization of Liberians in Minnesota (OLM) and West African Family & Community Services (WAFCS) – received grant funds to provide food, cleaning supplies and rental assistance to Brooklyn Park residents. Over 2,000 residents were served via this program and the grantees were effective in providing culturally specific services and supplies to residents who needed them across Brooklyn Park. Economic Development Authority | Year-End Activity Summary 2020 19 PPE Distribution There were multiple collaborative efforts to get health and safety supplies as well as personal protective equipment (PPE) to Brooklyn Park businesses. They include: • 7,600 bottles of hand sanitizer were provided by Hennepin County in late December to distribute to businesses, organizations, and residents in the community. More than 150 boxes of sanitizer to almost 85 organizations and businesses in hopes to help curb the effects of the COVID-19 pandemic. • 8,700 reusable cloth masks were either received from Hennepin County or purchased with CARES Act dollars. Organizations picked up boxes of sanitizer from City Hall and staff delivered supplies to nearly a dozen organizations and businesses. • 55,000 masks were distributed to over 300 businesses as a result of collaboration from the State of Minnesota and the Twin West Chamber of Commerce in July. Masks were picked up in City Hall, delivered to businesses, and available for residents to help all comply with the order and keep themselves and their neighbors safe.
Hennepin County Business District Marketing A Hennepin County initiative to support 11 business districts, including the Edinburgh Centre Business District in Brooklyn Park, with marketing and public space improvements began in mid-2020. Billboards were installed throughout the metro asking consumers to consider shopping and supporting local businesses. The Brooklyn Park specific billboard was placed on I-94E near 41st Avenue North from November through December 6. Digital ads were placed in local publications and posted on social media through the holiday season to encourage local shopping and spending. Mod Co, the designer responsible for the marketing efforts, developed a landing page to highlight the locally owned businesses in the featured areas. The EDA can reuse any marketing collateral on additional business districts in the future.
CARES Act Community Relief Program Of the $6.2 million in CARES funding that was allocated to Brooklyn Park, $2.75 million went into a Community Relief Grant Program. In just three months, EDA staff designed and implemented a program to provide CARES funding to Brooklyn Park households, businesses, nonprofit organizations and schools who were impacted by COVID and could demonstrate eligible expenses according to Federal and State CARES spending guidance. • Businesses. Grants of up to $10,000 were available to businesses with under 50 Business location type employees and $2 million in annual revenue. 173 businesses applied and 91 were 5% funded for a total of $903,889. 64% of the businesses funded were owned in part
or in whole by a Brooklyn Park resident while 55% were woman-owned and 63% 34% Leased were owned by a person of color. Home based Owned • Nonprofit organizations and schools. 42 nonprofit organizations and schools 61% applied for funding for a wide variety of activities. 30 organizations received $778,118 in funding for an average grant amount of $26,000. The primary activities funded were services in response to food insecurity, materials to facilitate distance learning, and personal protective equipment (PPE) such as masks and sanitizer that were distributed to Brooklyn Park residents. • Residents. 645 residents/households applied and 198 were funded for a total of $337,753. Funding covered expenses such as rent, mortgage or utility assistance, or increased COVID-related expenses. The majority of applications were for essential housing support in the form of rent or mortgage and utility costs (73%). This program served a wide variety of residents from across the city. The average household size of grant recipients was 4.1 with an average of 2 adults and 2.1 minors. • Homelessness Prevention Strategy. To benefit people in the community impacted by COVID-19 and prevent homelessness, Brooklyn Park also provided an allocation of funding directly to property managers/owners, who in turn credited the overdue accounts of those renters impacted by COVID and issued the renter a notice of good standing. 35 rental properties ranging from single family units to large multifamily housing units participated in the program, and 322 households were granted a total amount of over $619,000 for rental assistance.
ITEM 7.2
MEMORANDUM
DATE: February 11, 2021
TO: EDA Commissioners
FROM: Kim Berggren, Executive Director
SUBJECT: Status Update
BUSINESS DEVELOPMENT
Business Forward Advisory Board (BFAB) February Meeting On February 9, the Business Forward Advisory Board (BFAB) held its February meeting. The group gathered virtually to get an update on the BrookLynk program 2020 year and to learn about how to get involved with the program in 2021. Currently one BFAB member hosts a BrookLynk intern but there is increased interest from the board to engage with the program. The board also provided insights on some ways to assist in the engagement of BrookLynk employer partners including providing examples of past internships as a way to help businesses understand how they can successfully host interns. The next BFAB meeting will be on March 2.
Congressman Dean Philips Business Listening Session On Friday, January 29, Congressman Dean Philips held a virtual business listening session. This was an opportunity for businesses in the 3rd Congressional District which includes most of suburban west metro area to provide feedback to Congressman Philips and his team about their struggles and successes from 2020. Not surprisingly, most businesses indicated apprehension about the continued decrease in the number of customers in their spaces as a result of the COVID-19 pandemic but were cautiously optimistic about the future as vaccines begin to roll out. Several businesses had questions about the affects of a potential minimum wage increases and the availability of more federal relief dollars.
Center for Economic Inclusion Reckoning to Rise Webinar Series The Center for Economic Inclusion (CEI) is holding a webinar every Thursday in February about how to center race and equity in economic development. The first webinar, held on February 4, was attended by several staff and discussed equity in transportation development. Panelists included: Aasim Shabazz President of Askc Supply Training, Tashitaa Tufaa President and CEO of the Metropolitan Transportation Network, and Nelima Sitati-Munene Executive Director of African Career Education and Resource Inc (ACER). The panel discussed how to ensure all communities benefit from dependable and affordable transit and transit-oriented development and the importance of having a robust transportation system in the Twin Cities.
The series will continue every Thursday in February from noon to 1pm in honor of Black History Month and in an effort to inspire action and thought leadership around equity and inclusion in the field of community and economic development. All events are free. For information on upcoming events and the work CEI is doing visit their Eventbrite page at the following link: https://www.eventbrite.com/e/reckoning-with-transit-equity-tickets-137836385339?keep_tld=1
7.2 Page 2
Economic Development Association of Minnesota Winter Conference Like many professional development organizations, The Economic Development Association of Minnesota (EDAM) held its annual winter conference virtually on January 21 and 22. The event featured a diverse set of sessions including: understanding workforce development systems, learning the latest about virtual site visits, hearing about how local communities responded to the COVID-19 pandemic, and a keynote from author Peter Kageyama about the value of loving where you live. The City of Brooklyn Park is a member of EDAM which offers networking and professional development opportunities throughout the year to its members. Daniela Lorenz is also a member of the conference planning committee and hosted multiple sessions at the winter conference.
Smart Growth America’s Equity Summit On January 26th-28th Smart Growth America held a three-day virtual summit that brought together experts, practitioners, and policymakers to discuss how to infuse racial equity in planning and economic development work. The free to attend sessions took place over the course of 3-days and included topics such as promoting equity in housing and land use planning work, supporting and uplifting Black and Brown businesses, and understanding the impact of transportation decisions on communities of color and how to promote restorative justice. Several staff from the Community Development Division attended the conference. The sessions which are all about an hour and a half long, can be viewed at the link below. Seeking these types of trainings is part of the Community Development divisions ongoing commitment to racial equity and inclusion work at the City. https://smartgrowthamerica.org/equity-summit/
North Hennepin Community College Workforce Innovation and Experiential Learning Center Grand Opening North Hennepin Community College (NHCC) officially opened its new Workforce Innovation and Experiential Learning Center (WIELC) on the week of January 25th! Several staff attended the events that week which featured five days of lunchtime sessions about the center including how students, community members, and businesses can access the center, how the center is positioned in the current workforce development landscape in Minnesota, and an opportunity to meet WIELC staff. The WIELC is a reimagined way for NHCC to help students understand various career pathways and opportunities while also providing real world work experience opportunities. Most of the WIELC activities are being held virtually or by appointment at this time but will resume in-person once it is safe for students and staff to do so. Staff continues to explore ways to partner with NHCC to enhance the City’s work and provide additional resources for residents and businesses in the community. For information about upcoming WIELC events and the WIELC in general please visit: https://nhcc.edu/student-resources/workforce-innovation-and-experiential- learning-center
Small Business Center project Background and project overview The concept of a business incubator and small business center project in Brooklyn Park has been discussed for years, including when the City undertook station area planning related to the METRO Blue Line extension Light Rail Transit (LRT) project. Residents, community organizations including African Career Education and Resources Inc (ACER) and the Liberian Business Association (LIBA), and business representatives in Brooklyn Park expressed a desire for a culturally specific retail space that could support a variety of small businesses in the City. Since that time, the EDA has made the development of a building that provides affordable commercial space a strategic priority project. A preliminary analysis in 2019 determined a new building that could accommodate an ethnic market and incubator or coworking space would cost upwards of $20 million. Given this reality and the planned development of other projects such as the Village North Apartments, which will include a commercial kitchen and coworking space, the EDA encouraged staff to focus on repurposing existing vacant commercial space to a small business center. The center would have affordable space for small and start-up businesses in the City to lease and would include coordinated services and/or technical assistance. 7.2 Page 3
In June 2020, the City of Brooklyn Park’s Economic Development Authority (EDA) was awarded a $100,000 grant from the Metropolitan Council’s Livable Community Development Act (LCDA) fund to do pre-development work related to a small business center in the City. The grant will primarily pay for the hiring of consultants to help scope out the project, create preliminary financial projections for the project’s development and ongoing operations, locate space, negotiate leases, and create architectural drawings for the space. All funds from LCDA must be spent by June 2022. The major project milestones are outlined below.
• Summer 2020: Scoping meetings • Fall 2020: Procurement of contractor and architects • Winter 2021: Lease negotiations and finalization • Winter/Spring 2021: EDA check in / requested approvals • Spring 2021: City Planning Commission process • Summer 2021: Begin tenant space build out
Progress has been made to engage businesses and secure contracts with professionals to help augment staff’s work. Below is a list of what has been accomplished to date. The following activities were primarily funded through the LCDA grant the EDA received in June 2020. • July-August 2020: Three scoping meetings with stakeholders • Fall 2020: begin work with WSB and Associates as an owner’s representative • Fall 2020: application for steering committee released • January 2021: IAG Commercial selected as tenant advisory service provider • January 2021: steering committee begins meeting • February 2021: Designs by Melo selected as phase 1 architectural services provider
Contract Procurement This project is utilizing skills from professionals in a number of areas including owner’s representative services, tenant advisory services, architectural services, operational services, and other project related tasks. To date, the EDA has entered into contracts with an owner’s representative and a tenant advisory services. Below are descriptions the most recent contracts related to the project.
Phase I Architecture contract On December 18, a statement of qualifications (SOQ) was released for a phase 1 architecture contract. Phase 1 will consist of understanding the basic space needs of the Small Business Center and includes the creation of at least two fit plans which will assist IAG, the City’s tenant advisor, in negotiating with landlords. Ten architecture firms replied to the SOQ. City staff along with WSB, our owner’s representative determined that Designs by Melo, a small firm owned and operated in Minneapolis, met the criteria needed to complete the phase 1 architecture contract deliverables. Price, experience working with various cultural communities, experiencing working on a coworking or incubator space, process, and timeline expectations were all considerations in determining the final contract awardee. Phase 1 of the architecture work along with the tenant advisory contract work will be funded through the Livable Community Development Act (LCDA) pre-development grant the EDA received in June 2020.
Feasibility Study Staff is in the process of entering into a contract with African Career, Education Resource Inc (ACER) to complete a feasibility study for the Small Business Center. The feasibility study will highlight several components related to the center including financial considerations, pro forma development, operational models, and available funding sources. The feasibility study will also be used to help secure additional available funding sources and provide insight about the different models of operation and financial considerations. The feasibility study will be funded through the LCDA pre-development grant the EDA received for this project in June 2020. 7.2 Page 4
Steering Committee Meeting One On January 25, 2021 the Small Business Center Steering Committee held its first meeting. The steering committee consists of members including: • Edna McKenzie • Indred Alexander • Terry Austin • Darlene Ramsey Riley • Yao Yang • Denise Butler • Beth Reigger • Councilmember Susan Pha • Councilmember Lisa Jacobson • Jannie Seibure
These individuals represent businesses and organizations from across Brooklyn Park. At the first meeting the group got an overview of the project to date including milestones and provided feedback to staff on the project’s goals, next steps, and what questions staff and the steering committee should be considering in future conversations. The committee provided several key insights including the importance of location to small businesses, the need to provide a space for businesses to work and network, and the need to provide affordable space and services to businesses and entrepreneurs.
Overall, the committee was encouraged by the project and the progress to date. The group highlighted the need to better understand the operational components of the center and the need to continuously check in with businesses and entrepreneurs to be sure their voices are being heard during the development process.
Small Business Center Steering Committee On February 8, the Small Business Center Steering Committee held its second meeting. The purpose of the group, which is made up of elected officials, businesses owners and residents from Brooklyn Park and the region, is to provide staff feedback on key aspects of the Small Business Center project and to increase community buy-in for the project. At its second meeting the group got a brief update on what is happening with the tenant advisory process, the architecture contract, and the feasibility study work and gave feedback on a tenant interest survey. The tenant interest survey will be sent out to entrepreneurs and businesses to gauge interest in the center and to get feedback on the needs and wants of businesses that would make the space attractive. The results of the survey will influence the overall operations of the center and also be used to put together a prospective tenant list. The next steering committee meeting is in early March and the group will get an update and give feedback on potential locations for the center.
Additional information Leasing Strategy Update The City is working with a tenant advisor, IAG, to determine what type, size, and location are best to suit the needs of the Small Business Center. Tenant advisors specialize in negotiating and securing leases and tenant improvement packages for tenants. Staff has asked IAG to provide a variety of space options to consider before moving forward with one specific location. Along with the option to lease a space, staff is also considering the possibility of reusing existing space that the City will own such as the vacant former Hennepin County library space on Zane Avenue. All options will be presented to the Small Business Center steering committee in March.
7.2 Page 5
Potential CareerForce Partnership Staff has been meeting with CareerForce decision-makers to discuss the re-location in general, and specifically exploring co-locating their offices with the small business center.
Next steps Staff has a goal to bring the project back to the Economic Development Authority (EDA) for preliminary approval in March or April 2020. The Steering committee will help staff form recommendations on space, operations, and center vision that will be presented to the EDA. At that time there should be a stronger indication of the EDA’s commitment to the project and any changes that group would like to see to best fit its strategic priorities. Staff is also working to identify additional grant funding streams to aid in the development and potential future operations of the center.
WORKFORCE DEVELOPMENT
OTHER
Regent site In July, the EDA approved a 41-home development proposal from Pulte Group for the vacant, EDA-owned site at the intersection of Regent Ave and Brooklyn Boulevard. The proposal was for single-level, 1- and 2-bedroom homes ranging from $280,000-$350,000 targeted at empty nesters. The EDA approved the proposal with direction for staff to continue to explore options to keep the homes affordable for the community. However, Pulte has made some significant changes to the proposal to make the homes more appealing to single-family homebuyers, widening the pool of potential buyers and affecting the price range of the units. The proposal retains a similar design style and aesthetic but are adjusted to 2- and 3-bedroom homes with a price range from $350,000 to $420,000. There is currently no agreement in place with Pulte to further explore this development at the site.
Center for Innovation and the Arts The Advisory Council for the Center for Innovation and the Arts (CITA) held its fourth meeting on January 21, 2020. The Advisory Council’s purpose is to advocate for the project, advise and advance fundraising efforts, and ensure the project maintains its commitment to diversity, equity and inclusion. At the virtual meeting, members heard updates on the project and gave the CITA partners feedback about fundraising and communications strategies. Staff is currently working with North Hennepin Community College (NHCC) Foundation leaders on an agreement to allow the partnership to move forward with hiring a staff person to manage the fund-raising efforts for the project.
Blue Line Light Rail Transit (BLRT) Project work is moving ahead for the METRO Blue Line Extension Light Rail Transit project that will extend the existing Blue Line from Target Field Station northwest to Brooklyn Park and connect communities along the way. Recently, project partners announced new efforts to find an improved community-supported route while maintaining as much of the previous alignment as possible. The previous plan to use freight railroad property was no longer a viable option. This change presents an opportunity to build on previous efforts and improve the project by serving even more people and places. Project partners will engage with communities in the area to gather input to inform of the next phase of project work. More information is available at www.bluelineext.org and a 2021 engagement timeline is below.
7.2 Page 6
ITEM 7.3
MEMORANDUM
DATE: February 11, 2020
TO: EDA Commissioners
FROM: Erika Byrd, Development Project Coordinator
CC: Kim Berggren, EDA Executive Director Breanne Rothstein, Economic Development and Housing Director
SUBJECT: Housing Update
This memo provides an update to the Economic Development Authority (EDA) on housing-related items. In addition to updating the EDA, this memo serves to keep interested stakeholders informed of this work.
NEW HOUSING DEVELOPMENT PROJECTS
Enclave Apartments (55XX 96th Ave N) The EDA has received a proposal from Enclave Development to build 146-unit apartment building with an affordability component to comply with the City’s Mixed Income Housing Policy. Enclave Companies has is proposing to do 20% of the units to be affordable to households earning 50% of area median income or less. The EDA is also working with the developer to consider adding additional 30% AMI units. Enclave Companies will be seeking EDA tax increment financing for the project to achieve this affordability. EDA will consider a term sheet at an upcoming meeting, tentatively planned for March 20.
6900 85th Avenue North Development (NHCC Site) Duffy Development Company has proposed building two mixed-income apartment buildings with approximately 75 units each at the development site at 6900 85th Avenue North. Below is a chart of the Phase I proposed housing breakdown.
7.3 Housing Update Page 2
A third building on the site will be for a daycare use in partnership with Women Ventures, a non- profit organization. At its January 19 meeting, the EDA approved supporting Duffy Development Company’s application for grant funding to Hennepin County. EDA staff are now working with the developer to refine the concept plan and analyze the project proforma. Staff anticipates bringing a discussion and term sheet to the EDA for consideration this spring.
At its May 18, 2020 meeting, the EDA approved the selection of Duffy Development for the development of the site. Since that time, EDA and City planning staff have been working with the developer on development planning. Minnesota State Colleges and Universities (Minnesota State) and North Hennepin Community College own the development site, have designated it as surplus land, and have offered it for sale to the EDA. The EDA solicited qualifications for the development of this vacant land in early 2020 and approved entering into an option agreement with Minnesota State for the purchase of the site for development purposes. Staff are currently working with Minnesota State on a purchase agreement, which will be brought to the EDA for consideration in the coming months.
Village Creek Apartments (7621 Brooklyn Boulevard) The EDA approved a term sheet to provide tax increment financing for George Group North at its June 15 meeting. George Group North plans to develop a mixed used project on the EDA-owned land at 7621 Brooklyn Boulevard North. The proposal includes 83-units of mixed-income housing and a 10,000 square foot commercial component. The EDA first considered this project in 2018. The project has since received a Metropolitan Council’s Livable Communities Development Account (LCDA) grant to assist with project costs. Village Creek Apartments also received a Hennepin County Transit Oriented Development (TOD) in fall 2020. City staff are currently working with the developer on their planning submission and checking in regularly to encourage the advancement of the project. The LCDA grant currently expires at the end of 2021, but may be extended if the City requests an extension.
Cornerstone Village by Bethesda Lutheran (9450 Decatur Ave) At its June 15 meeting, the EDA approved use of a deferred loan and tax increment financing (TIF) for Bethesda Lutheran Communities to develop housing for seniors and individuals with intellectual or development disabilities. The project, Cornerstone Village, will be a mixed income, multifamily apartment building consisting of 130 units. Additional sources of funding being sought by the developer include Housing Infrastructure Bonds (HIB) from Minnesota Housing and 4% Low-Income Housing Tax Credits (LIHTC). The Metropolitan Council recently awarded Cornerstone Village a $2 Million grant through 2023.
RE-HABILITATION PROJECTS
Huntington Place Rehabilitation Aeon, a Twin Cities-based nonprofit developer and manager of affordable apartment homes, purchased Huntington Place Apartments in January 2020. Aeon partnered with the EDA, the Twin Cities Local Initiatives Support Corp (LISC) and the National Equity Fund for financing. The EDA approved a $5 million loan to Aeon for the acquisition and re-habilitation of Huntington Place Apartments and maintaining rents as long term affordable. Aeon is seeking to amend certain element of the loan agreement and declaration of restrictive covenants. Changes to the declaration are being requested to further restrict affordability of units, which would allow more units to qualify for the State’s 4d low-income rental property tax classification. Aeon is also seeking changes to the loan agreement to allow them to draw on loan funds for other critical investments and repairs not currently specified under the agreement. The EDA will consider these amendments at its February 16, 2021 meeting.
7.3 Housing Update Page 3
Autumn Ridge Apartments In 2016, the EDA contributed a loan of $1.2 million to assist Sherman Associates in the re- investment and rehabilitation of the property while maintaining long-term affordability. In 2019 the EDA approved an extension of the loan for Sherman Associates to complete additional rehabilitation upgrades that include the installation of the key fob system, security cameras and exterior lighting. All Phase 1 interior and exterior rehabilitation work is complete. Of the Phase II work, Autumn Ridge has completed the installation of a key fob and security camera system, but the exterior lighting improvement project remains outstanding. They are currently resurrecting the lighting effort with revised bids for the work.
HOUSING NEWS AND UPDATES
29th Annual Brooklyn Park Real Estate Forum The City’s annual Real Estate Forum will be held virtually this year on February 25th at 8:30 am to 12:30 pm. This year’s theme is adapting to changing market trends. The event features real estate agents and brokers who are an important part of Brooklyn Park’s diverse business community. Attendees are eligible to receive four continuing education credits from the Minnesota Department of Commerce. This year’s keynote speakers are Nene Matey-Keke of RNR Realty and David Arbit of the Minneapolis Area Association of Realtors (MAAR). Staff will also provide information on development projects and programs in the City. Learn more and register at https://www.brooklynpark.org/event/real-estate-forum/.
COVID-19 News and Response At its January 19 meeting, the EDA held a work session about eviction and foreclosure response during COVID-19. The pandemic has significantly affected Brooklyn Park residents’ income and ability to afford housing costs. Staff are working on several strategies discussed at the January EDA meeting including hosting a regional resource meeting in March, holding a renter event this spring, and working on foreclosure prevention programming.
COVID-related rental assistance programs remain on hold at both the county and state. Hennepin County has indicated plans to re-launch its rental assistance program soon with a new funding source. Minnesota Housing is still evaluating and planning how to deploy funds from the federal COVID Relief package that passed in December. The Relief package includes $25 billion in emergency rental assistance that will provide an estimated $375 million to Minnesota. More information available at https://www.mnhousing.gov/sites/np/covid19emergencyrentalassistance.
Eviction moratoria exist both federally and at the state level. The federal Center of Disease Control moratorium was recently extended until March 31, 2021. Minnesota’s eviction moratorium, which provides additional protections to renters, is tied to the Governor’ peacetime emergency order and can only be extended for 30 days at a time. The peacetime emergency was last extended on January 13 by Executive Order 21-03. For more information about the eviction and housing rights during the pandemic, please see https://www.lawhelpmn.org/self-help-library/covid-19- pandemic/housing-rights.
CURA Housing Project Research The Center for Urban and Regional Affairs (CURA) research project into housing in Brooklyn Park is currently focused on completing interviews with renters and apartment staff, which are scheduled through the end of February of 2021. This data collection effort is part of CURA’s year- long research project in Brooklyn Park apartments to investigate the issues of community building (including tenant-management relations and tenant-tenant community building), increasing renter and management knowledge of their rights/responsibilities, and concerns surrounding safety/security. The project is led by Dr. Brittany Lewis and Dr. Shana Riddick and is being funded by the Brooklyn Park Economic Development Authority, Hennepin County, and Minnesota Housing. 7.3 Housing Update Page 4
Updated existing housing needs assessment – Metropolitan Council Every year, the Metropolitan Council provides the number of homes in each city that are affordable at various levels of affordability. Staff cross-referenced that data with data on household income in Brooklyn Park. Below are a few findings from the data: • Brooklyn Park has lost 3,500 units of Naturally Occurring Affordable Housing in a two year period (using data from 2015 and 2017). This is due to rent increases and mostly in the 50% to 80% Area Median Income affordability category. • When cross-referenced with household income, Brooklyn Park has a need for 4,000 housing units at 30% AMI levels. While the city is losing naturally occurring affordable housing every year due to increasing rents, the city still has enough housing to meet existing residents’ needs at the 50 and 60% AMI level.
Staff Participation in Housing Groups Staff participates regularly in various regional groups on the topic of housing, including: • NOAH Working Group hosted by Minnesota Housing and focused on identifying strategies to advance the preservation of affordable housing regionally. • Hennepin County’s Single Room Occupancy Task Force focused on strategies to create and support single room occupancy housing. • Housing Collaborative hosted by Twin Cities Local Initiatives Support Corporation (LISC) and focused on education, info sharing, and collaboration among city staff on housing programs and policies. • Regional Housing Policy Work Group hosted by Urban Land Institute (ULI) Minnesota
OVERVIEW OF RECENT EDA HOUSING POLICY, PROGRAMS, AND PROJECTS
Items completed or underway: • Mixed-Income Housing Policy (2017) • Apartment Action Plan 2.0 (2018 - current) • Autumn Ridge Apartments Rehabilitation Project (2018-current) • Transitional Housing Facility Rehabilitation (2018-current) • Homeowner Programs (April 2019 - current) o Senior Deferred Loan Program established o Down Payment Assistance Program established o Code Correction Loan Program established o Revolving Loan Program updated • Fair Housing Policy (May 2019) • Naturally Occurring Affordable Housing (NOAH) Preservation Program (July 2019) • Brooks Landing and Brook Gardens Rehabilitation Project (2019 – 2020) • Tenant Notification Ordinance (October 2019) • Huntington Place Apartments purchase by Aeon, including physical improvements (January 2020 - current) • Rental Rehabilitation Loan Program (for 1-16 unit rental properties. Details available at www.mncee.org/services/financing/brooklynpark/-1) (April 2020) • Community Environmental Sustainability Program (April 2020) • EDA-owned former Park and Ride site at 4201 95th Ave N (planning through Corridor Development Initiative partially complete and on hold) • Brooklyn Park Housing Research Project by CURA at UMN (2020-2021 active project) • Housing Stability Strategy (Post-eviction and/or foreclosure moratorium planning, active work 2021)
7.3 Housing Update Page 5
Items under consideration: • 6900 85th Ave N (North Hennepin Community College site) – Duffy Development proposes mixed income apartments and small commercial space (EDA issued request for qualification in March 2020, Duffy selected as developer on May 18, 2020 EDA meeting) • 7849 West Broadway – Dominium affordable senior apartments (EDA work session April 20, June 8 City Council approval of preliminary conduit bond issuance) • 9450 Decatur Drive North – Bethesda Lutheran Communities mixed income apartment units for seniors and people with intellectual and developmental disabilities (EDA work sessions April 19 & May 18; EDA preliminary approval of financing June 15) • 7621 Brooklyn Blvd (EDA-owned “Welcome Site”) – George North Group mixed income apartment and commercial space (EDA work session April 20, EDA approval of preliminary term sheet June 15) • 7475 Brooklyn Blvd (EDA-owned “Regent Site”) – Pulte Group proposes detached townhomes (EDA term sheet approval July 20). This project is currently on hold, based on additional information and changes Pulte has made to the housing plan