Economic Development Authority

AGENDA ECONOMIC DEVELOPMENT AUTHORITY MAY 4, 2020 1. CALL TO ORDER 2. APPROVAL OF MINUTES A. April 20, 2020 Motion by seconded by to approve, table or deny approving the minutes of the April 20, 2020 Economic Development Authority Meeting. 3. EDA RESOLUTION NO. 19 A. ProMed Tax Increment Financing Development Agreement Motion by seconded by to approve, table or deny adopting Resolution No. 19 authorizing the execution of a development agreement between the City of Maple Grove, Economic Development Authority, and Rocky Mountains, LLC in regards to the tax increment financing for the approved project. 4. COVID ELF A. COVID- 19 Emergency Loan Fund (COVID ELF) Motion by seconded by to approve, table or deny approving the revised COVID- 19 Emergency Loan Fund COVID ELF") policies which offers forgivable loans to assist businesses affected by COVID- 19. 5. ADJOURNMENT Economic Development Authority Agenda May 4, 2020 Page Two Motion by seconded by to adjourn. Meeting adjourned at  EDA 2A AGENDA ITEM Maple Grove Economic Development Authority DRAFT Meeting Minutes April 20, 2020 DRAFT Delete this when final edits are complete) Call to Order Pursuant to call and notice thereof, an Economic Development Authority Meeting of the Maple Grove City Council was held at 7: 30 p. m. on April 20, 2020 at the Maple Grove Government Center/ Public Safety Facility, Hennepin County, Minnesota. Members present were President Mark Steffenson, Vice President Karen Jaeger, Secretary Heidi Nelson, Treasurer Judy Hanson, and Commissioners Phil Leith and Kristy Barnett. Absent was none. Present also were Joe Hogeboom, Community and Economic Development Director; Peter Vickerman, Planning Manager; Ken Ashfeld, Director of Public Works/ City Engineer; Economic Development Manager Brett Angell; and Justin Templin, City Attorney. President Steffenson called the meeting to order at 8: 50 p.m. Approval of Motion by President Steffenson, seconded by Commissioner April 6, 2020 Leith, to approve the April 6, 2020 Economic Development Minutes Authority meeting minutes. Upon call of the motion by President Steffenson, there were five ayes and no nays. Motion carried. COVID- 19 Economic Development Manager Angell requested the EDA approve the COVID- 19 Emergency Loan Fund Policy Emergency Loan Fund establishing a forgivable loan program to assist businesses. He discussed the benefits of the program noting this program would COVID ELF) assist in reopening businesses. He provided further comment on the loan details with the Commission and staff recommended approval of the COVID ELF program. Vice President Jaeger stated she supported the proposed program. She asked how many businesses could be helped with DRAFT Maple Grove EDA Minutes April20, 2020 Page 2 this program. Economic Development Manager Angell reported 20 businesses could be offered a $ 10, 000 loan with the funds the city had available at this time. He indicated this would assume the city was covering the underwriting fees. Vice President Jaeger questioned who authored this policy. Economic Development Manager Angell stated he proposed this program. He described how his program would assist businesses after the mandated closure was done in order to successfully reopen. Vice President Jaeger asked when the city would begin taking applications. Economic Development Manager Angell indicated the application process could go live on May 5tn, depending on the Governor' s order for post- May 4th business activity. Commissioner Leith agreed this was a great program that would assist local business owners. He proposed one change to the program noting 40 employees should be changed to 40 FTE' s. President Steffenson questioned what the anticipated process would be for the city funding. Economic Development Manager Angell stated he was proposing the loans be given out on a first- come, first served basis. However, he noted the city could do an application window or lottery system with random businesses being selected. President Steffenson inquired if restaurants that were offering take out at this time would qualify for this program. Economic Development Manager Angell reported these restaurants would qualify. Vice President Jaeger asked if the funds were only for restaurants. Economic Development Manager Angell stated restaurants, salons, and any other business that was forced to close by the Governor' s executive order would be eligible for the loan program. Commissioner Barnett questioned if business owners who received a PPP Loan would also be eligible for the city' s loan program. Economic Development Manager Angell stated these businesses would be eligible. Treasurer Hanson explained she supported the lottery system for DRAFT Maple Grove EDA Minutes April20, 2020 Page 3 the loans. Vice President Jaeger indicated she would like the city looking at the needs of the businesses and making decisions for the loans accordingly. Commissioner Leith agreed with this recommendation. Economic Development Manager Angell stated the Commission could further discuss the application and underwriting process that will be followed by staff for the loans. President Steffenson questioned how staff would determine who was most worthy of the loans. Economic Development Manager Angell indicated the same parameters that were used by DEED could be followed by the city to determine need along with the viability of businesses. President Steffenson asked what the city would do if 30 viable businesses applied and only 20 loans were available. Economic Development Manager Angell stated at that point, a first come, first served basis could be followed. Commissioner Barnett inquired how staff would advertise this loan program. Economic Development Manager Angell explained he had built up a large network of business owners and could utilize this contact information. He anticipated the funds would go quickly once the program was advertised. Vice President Jaeger questioned if it was fair for businesses to receive a PPP loan and a COVID ELF loan from the city. Economic Development Manager Angell stated he believed it was fair because the PPP loan assisted with getting businesses through the 8 week shut down and the COVID ELF loan would help the business reopen. President Steffenson anticipated within the first hour this program opens that all funds would be spoken for if this was done on a first come, first served basis. Economic Development Manager Angell commented the city could conduct a preapplication period and have a window for the application submittal. Commissioner Barnett stated she supported the lottery idea because it may be more fair. DRAFT Maple Grove EDA Minutes April20, 2020 Page 4 President Steffenson indicated he wanted to be sure the program perception was that it was available to all. He asked if a very large set of applications was received, if the loan amounts could be reduced to help more businesses. Economic Development Manager Angell explained the language states the loan amount would be up to $ 10, 000. He stated the city could consider changing the loan amount, but recommended the loan value not be lower than $ 5, 000. Vice President Jaeger asked if a business had to have a minimum number of employees. Economic Development Manager Angell stated a minimum was not set on the number of employees. Commissioner Barnett suggested the number of employees be a part of the scoring matrix. Economic Development Manager Angell stated he would add this to the scoring consideration and set the minimum to two. Community and Economic Development Director Hogeboom thanked the EDA for their valuable input and stated staff could take this input, revise the program, and report back at the next EDA meeting. Vice President Jaeger supported this recommendation. Commissioner Leith questioned if the revisions could be ready for the next EDA meeting. Community and Economic Development Director Hogeboom reported staff could have this information ready for the EDA at their next meeting. Economic Development Manager Angell stated if the EDA approved the program on May 4,h there would not be a delay in the program. President Steffenson supported directing staff to revise the program and report back with the final details at the May 4t1' meeting. Motion by Vice President Jaeger, seconded by Commissioner Leith, to approve the COVID- 19 Emergency Loan Fund Policy establishing a forgivable loan program to assist businesses and directing staff to make revisions per EDA discussion for final consideration at the May 4, 2020 EDA meeting. Upon call of the motion by President Steffenson, there were five ayes and no nays. Motion DRAFT Maple Grove EDA Minutes April20, 2020 Page 5 carried. Adjournment Motion by President Steffenson, seconded by Commissioner Barnett, to adjourn to the City Council meeting. Upon call of the motion by President Steffenson, there were five ayes and no nays. Motion carried. The meeting was adjourned at 9: 21 p. m. by President Steffenson. Respectfully submitted, Heidi Nelson EDA Secretary  REQUEST FOR EDA ACTION May 4, 2020 EDA 3A DATE AGENDA ITEM ORIGINATING DEPT. AGENDA ITEM CITY ADMINISTRATOR APPROVAL Community and Economic ProMed y Development Tax Increment Financing Development Agreement Resolution No. 19 PREVIOUS ACTIONS: At the Monday, April 61h meeting, the EDA adopted Resolution No. 18 approving the modification of the Redevelopment Plan for Redevelopment Project Area No. 1, approving the creation of the ProMed Tax Increment Financing District and approving the adoption of a Tax Increment Financing Plan therefor RECOMMENDED COUNCIL ACTION: Motion to adopt Resolution No. 19 authorizing the execution of a development agreement between the City of Maple Grove, Economic Development Authority, and Rocky Mountains, LLC in regards to the tax increment financing for the approved project. COMMENTS: As required and previously mentioned, as a part of the Tax Increment Financing approved for the ProMed project on Wedgwood Rd, a Tax Increment Financing( TIF) Development Agreement has been created and outlines specific considerations and requirements. The following items are highlights from the agreement, which is also attached. Funding Amount Section 3. 1 of the Development Agreement specifies that the developer will be paid on a reimbursement basis in the total of$ 577, 000 or the actual costs paid by the developer ( whichever is lessor) for site acquisition or improvements. Job Requirements Section 3. 5 of the agreement outlines the requirement for there to be 104 full- time jobs created with an average annual salary of$ 57, 600, excluding benefits, within two years of the benefit date. If the job creation does not meet the agreed upon number, the City has the ability to claw back funds on a prorated basis. The projected job creation of 125 as presented at previous meetings is reflective of three- year job growth projections. Per Business Subsidy Statutes, job creation estimates must be from 2- years after the benefit date, not three. Market Value Reductions Section 2. 3. 11 of the agreement mandates that the developer/ property owner will not have the ability to seek a reduction in market value through the entire time that the TIF note is outstanding. Brett Angell, Project Manager— X6003 ProMed TIF Development Agreement Approval Request for EDA Action May 4, 2020 Page 2 Use Restrictions Section 5. 1 of the agreement requires that property be used exclusively for biomedical manufacturing, warehousing/ distribution, or other space deemed necessary for this use for the entire duration of the agreement. The agreement would be active through the life of the TIF district, which is up to 9 years for economic development districts. ATTACHMENTS: Attachment A: Resolution No. 19 Attachment B: ProMed Tax Increment Financing Development Agreement  Attachment A EXTRACT OF MINUTES OF A MEETING OF THE BOARD OF COMMISSIONERS OF THE ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF MAPLE GROVE, MINNESOTA HELD: MAY 4, 2020 Pursuant to due call and notice thereof, a regular or special meeting of the Economic Development Authority in and for the City of Maple Grove, Minnesota, was duly called and held at the Government Center/ Public Safety Facility in the City of Maple Grove, Minnesota on the May 4, 2020 at o' clock p. m. The following members were present: and the following were absent: Member introduced the following resolution and moved its adoption: RESOLUTION NO. 19 RESOLUTION AUTHORIZING EXECUTION OF A DEVELOPMENT AGREEMENT A. WHEREAS, Rocky Mountains LLC( the" Developer") has requested the Economic Development Authority in and for the City of Maple Grove, Minnesota( the " EDA") to assist with the financing of certain costs incurred in connection with the construction of an approximately 70, 800 square foot biomedical manufacturing, warehouse and distribution facility and space necessary for and related to manufacturing, warehousing and distribution activities to be constructed by the Developer( the " Project"); and B. WHEREAS, the Developer and the EDA have determined to enter into a Development Agreement providing for the EDA' s tax increment financing assistance for the Project( the " Development Agreement"). NOW, THEREFORE, BE IT RESOLVED by the Board of the Economic Development Authority in and for the City of Maple Grove, Minnesota, as follows: 1. The Board hereby approves the Development Agreement in substantially the form submitted, and the President and Secretary are hereby authorized and directed to execute the Development Agreement on behalf of the EDA. 2. The approval hereby given to the Development 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 the EDA officials authorized by this resolution to execute the Development Agreement. The execution of the Development Agreement by the appropriate officer or officers of the EDA shall 12560106v1 be conclusive evidence of the approval of the Development Agreement in accordance with the terms hereof. The motion for the adoption of the foregoing resolution was seconded by member and upon vote being taken thereon, the following voted in favor thereof, and the following voted against the same. Passed and adopted by the Board of Commissioners of the Economic Development Authority in and for the City of Maple Grove, Minnesota, this 4th day of May, 2020. President Attest: Secretary 2 12560106v1 STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF MAPLE GROVE I, the undersigned, being the duly qualified and acting Secretary of the Economic Development Authority in and for the City of Maple Grove, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the Board of Commissioners of said Authority, duly called and held on the date herein indicated, insofar as such minutes related to approving a Development Agreement with Rocky Mountains LLC WITNESS my hand this 19th day of November, 2018. Secretary 3 12560106v1  Attachment B DEVELOPMENT AGREEMENT BY AND BETWEEN THE ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF MAPLE GROVE, THE CITY OF MAPLE GROVE, MINNESOTA, AND ROCKY MOUNTAINS LLC This document drafted by: TAFT STETTINIUS & HOLLISTER LLP 2200 IDS Center 80 South 8th Street Minneapolis, Minnesota 55402 124887610  TABLE OF CONTENTS Page ARTICLE I DEFINITIONS................................................................................................. 3 Section1. 1 Definitions............................................................................................ 3 ARTICLE II REPRESENTATIONS AND WARRANTIES................................................ 5 Section 2. 1 Representations and Warranties of the EDA.......................................5 Section 2. 2 Representations and Warranties of the City. The City makes the following representations and warranties: ..................................... 5 Section 2. 3 Representations and Warranties of the Developer............................... 6 ARTICLE III UNDERTAKINGS BY DEVELOPER AND EDA ........................................ 8 Section 3. 1 Reimbursement of Costs...................................................................... 8 Section 3. 2 Limitations on Undertaking of the EDA..............................................8 Section 3. 3 Reimbursement: Tax Increment Note.................................................. 8 Section 3. 4 Legal and Administrative Expenses..................................................... 9 Section 3. 5 Business Subsidies Act........................................................................ 9 ARTICLE IV EVENTS OF DEFAULT............................................................................... 11 Section 4. 1 Events of Default Defined................................................................. 11 Section 4. 2 Remedies on Default.......................................................................... 12 Section 4. 3 No Remedy Exclusive........................................................................ 12 Section 4. 4 No Implied Waiver............................................................................ 12 Section 4. 5 Agreement to Pay Attorney' s Fees and Expenses.............................. 13 Section 4. 6 13 Indemnification of the EDA and the City.......................................... ARTICLE V ADDITIONAL PROVISIONS...................................................................... 14 Section 5. 1 Restrictions on Use............................................................................ 14 Section 5. 2 Conflicts of Interest............................................................................ 14 Section 5. 3 Titles of Articles and Sections........................................................... 14 Section 5. 4 Notices and Demands ........................................................................ 14 Section 5. 5 Counterparts....................................................................................... 15 Section 5. 6 Law Governing.................................................................................. 15 Section5. 7 Expiration........................................................................................... 15 Section 5. 8 Provisions Surviving Rescission or Expiration..................................15 Section 5. 9 Transfer of Project; Assignability of Agreement and Tax IncrementNote................................................................................... 15 EXHIBIT A DESCRIPTION OF THE DEVELOPMENT PROPERTY......................... A- 1 EXHIBIT B FORM OF TAX INCREMENT NOTE....................................................... B- 1 EXHIBIT C SITE IMPROVEMENTS ............................................................................ C- 1 i 124887610  DEVELOPMENT AGREEMENT THIS AGREEMENT, dated as of May 1, 2020, by and between the Economic Development Authority in and for the City of Maple Grove, Minnesota ( the " EDA"), a political subdivision organized under the laws of the State of Minnesota, the City of Maple Grove, Minnesota( the" City"), a municipal corporation organized and existing under the laws of the State of Minnesota, and Rocky Mountains LLC, a Delaware limited liability company ( the Developer"), WITNESSETH: WHEREAS, pursuant to Minnesota Statutes, Sections 469. 001 through 469. 047 and Sections 469. 090 through 469. 1082, the EDA and the City have created Redevelopment Project Area No. 1 ( the " Project Area") and have adopted a redevelopment plan therefor ( the Redevelopment Plan"); and WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469. 174 through 469. 1794, as amended( hereinafter, the " Tax Increment Act"), the EDA and the City have created, within the Project Area, the ProMed Tax Increment Financing District ( the " Tax Increment District"), and have adopted a tax increment financing plan, dated April 6, 2020, therefor( the" Tax Increment Plan") which provides for the use of tax increment financing in connection with development within the Project Area; and WHEREAS, in order to achieve the objectives of the Project Area and particularly to make the land in the Project Area available for development by private enterprise in conformance with the Redevelopment Plan, the EDA and City have determined to assist the Developer with the financing of certain costs of a Project( as hereinafter defined) to be constructed within the Project Area as more particularly set forth in this Agreement; and WHEREAS, the EDA and City believe that the development and construction of the Project, and fulfillment of this Agreement are vital and are in the best interests of the City, the health, safety, morals and welfare of residents of the City, and in accordance with the public purpose and provisions of the applicable state and local laws and requirements under which the Project has been undertaken and is being assisted; and WHEREAS, the requirements of the Business Subsidy Law, Minnesota Statutes, Section 116J. 993 through 116J. 995, apply to this Agreement; WHEREAS, the City has adopted criteria for awarding business subsidies that comply with the Business Subsidy Law, after a public hearing for which notice was published; and WHEREAS, the Council has approved this Agreement as a subsidy agreement under the Business Subsidy Law; and WHEREAS, the Developer intends to lease the Project to ProMed Molded Products, Inc., a Minnesota Corporation and ProMed Pharma, LLC, a Minnesota limited liability company. 1 124887610  NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 2 124887610  ARTICLE I DEFINITIONS Section 1. 1 Definitions. All capitalized terms used and not otherwise defined herein shall have the following meanings unless a different meaning clearly appears from the context: Agreement means this Agreement, as the same may be from time to time modified, amended or supplemented; Business Dav means any day except a Saturday, Sunday or a legal holiday or a day on which banking institutions in the City are authorized by law or executive order to close; City means Maple Grove, Minnesota; County means Hennepin County, Minnesota; Developer means Rocky Mountains LLC, a Delaware limited liability company, its successors and assigns; Development Propertv means the real property described in Exhibit A attached to this Agreement; EDA means the Economic Development Authority in and for the City of Maple Grove, Minnesota; Event of Default means any of the events described in Section 4. 1 hereof, Legal and Administrative Expenses means the fees or expenses incurred by the EDA and/ or the City in connection with the adoption of the Tax Increment Financing Plan and the establishment of the Tax Increment District, the preparation of this Agreement and the issuance of the Tax Increment Note; Note Pavment Date means August 1, 2023, and each February 1 and August 1 of each year thereafter to and including February 1, 2032; provided, that if any such Note Payment Date should not be a Business Day, the Note Payment Date shall be the next succeeding Business Day; Prime Rate means the rate of interest from time to time publicly announced by U.S. Bank National Association in St. Paul, Minnesota, as its" prime rate" or" reference rate" or any successor rate, which rate shall change as and when that rate or successor rate changes; Project means the approximately 70, 800 square foot biomedical manufacturing, warehouse and distribution facility and space necessary for and related to manufacturing, warehousing and distribution activities located on the Development Property; Proiect Area means the real property described in the Redevelopment Plan for Redevelopment Project Area No. 1; 3 124887610  Redevelopment Plan means the redevelopment plan approved in connection with the Project Area; Site Improvements means those site improvements identified on Exhibit C attached hereto to be undertaken on the Development Property; State means the State of Minnesota; Tax Increment Act means Minnesota Statutes, Sections 469. 174 through 469. 1794, as amended; Tax Increment District means the ProMed Tax Increment Financing District located within the Project Area, a description of which is set forth in the Tax Increment Financing Plan, which was qualified as an economic development district under the Tax Increment Act; Tax Increment Financing Plan means the tax increment financing plan approved for the Tax Increment District by the Board of Commissioners of the EDA and the City Council for the City on April 6, 2020, and any future amendments thereto; Tax Increment Note means the Tax Increment Revenue Note ( Rocky Mountains LLC Project) to be executed by the EDA and delivered to the Developer pursuant to Article III hereof, a copy of which is attached hereto as Exhibit B; Tax Increments means 90% of the tax increments derived from the Development Property which have been received by the EDA in accordance with the provisions of Minnesota Statutes, Section 469. 177; Tenant means collectively ProMed Molded Products, Inc., a Minnesota Corporation and ProMed Pharma, LLC, a Minnesota limited liability company, their successors and assigns; Termination Date means the earlier of( i) February 1, 2032, ( ii) the date the Tax Increment Note is paid in full, ( iii) the date on which the Tax Increment District expires or is otherwise terminated, or( iv) the date this Agreement is terminated or rescinded in accordance with its terms; Unavoidable Delays means delays, outside the control of the party claiming its occurrence, which are the direct result of strikes, other labor troubles, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the Project, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion, directly results in delays, acts of any federal, state or local governmental unit ( other than the City or EDA) which directly result in delays, government order or law, national or regional emergency, disease, pandemics or epidemics; 4 124887610  ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2. 1 Representations and Warranties of the EDA. The EDA makes the following representations and warranties: 1) The EDA is a public body, corporate and politic of the State and has the power to enter into this Agreement and carry out its obligations hereunder. 2) This Agreement constitutes a legal, valid, binding obligation of the EDA, enforceable in accordance with its terms. 3) The Tax Increment District is an " economic development district" within the meaning of Minnesota Statutes, Section 469. 174, Subdivision 12, and was created, adopted and approved in accordance with the terms of the Tax Increment Act. 4) The development contemplated by this Agreement is in conformance with the development objectives set forth in the Redevelopment Plan. 5)The EDA proposes, subject to the further provisions of this Agreement, to apply Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property and a portion of the costs of the construction of certain Site Improvements incurred in connection with the Project as further provided in this Agreement. 6)The EDA makes no representation or warranty, either expressed or implied, as to the Development Property or its condition or the soil conditions thereon, or that the Development Property shall be suitable for the Developer' s purposes or needs. Section 2. 2 Representations and Warranties of the Citv. The City makes the following representations and warranties: 1)The City is a municipal corporation and has the power to enter into this Agreement and carry out its obligations hereunder, and the execution of this Agreement has been duly and properly authorized by the City. 2) This Agreement constitutes a legal, valid and binding obligation of the City, enforceable in accordance with its terms. 3) The Tax Increment District is an " economic development district" within the meaning of Minnesota Statutes, Section 469. 174, Subdivision 12, and was created, adopted and approved in accordance with the terms of the Tax Increment Act. 4) The development contemplated by this Agreement is in conformance with the development objectives set forth in the Development Program. 5 124887610  5) The City makes no representation or warranty, either expressed or implied, as to the Development Property or its condition or the soil conditions thereon, or that the Development Property shall be suitable for the Developer' purposes or needs. Section 2. 3 Representations and Warranties of the Developer. The Developer makes the following representations and warranties: 1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder and doing so will not violate its articles of organization, member control agreement or operating agreement, or the laws of the State of Delaware and by proper action has authorized the execution and delivery of this Agreement. 2) This Agreement constitutes a legal, valid and binding obligation of the Developer, enforceable in accordance with its terms ( except, as to enforceability, to the extent limited by bankruptcy, insolvency and other similar laws affected creditors' rights generally). 3) The Developer shall cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, and all applicable local, state and federal laws and regulations ( including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). 4) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. 5) The Developer will use its commercially reasonable efforts to 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 all applicable local, state, and federal laws and regulations which must be met before the Project may be lawfully constructed, provided that Developer will not be in default hereunder if, despite use of commercially reasonable efforts, Developer is unable to obtain such permits, licenses and approvals and, thus not able to meet such requirements. 6) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. 7) The Developer will cooperate fully with the City and the EDA with respect to any litigation commenced with respect to the Project. 8) The Developer will cooperate fully with the City and the EDA in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. 6 124887610  9)The construction of the Project shall commence no later than July 31, 2021 and barring Unavoidable Delays, will be substantially completed by January 31, 2023. 10) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property and the construction of the Site Improvements as provided in Article 111. 11) The Developer will not seek a reduction in the market value as determined by the Hennepin County Assessor of the Project or other facilities, if any, that it constructs on the Development Property, pursuant to the provisions of this Agreement, for so long as the Tax Increment Note remains outstanding. 7 124887610  ARTICLE III UNDERTAKINGS BY DEVELOPER AND EDA Section 3. 1 Reimbursement of Costs. The parties agree that the acquisition of the Development Property and the Site Improvements to be constructed by the Developer are essential to the successful completion of the Project. The costs of acquiring the Development Property and the construction of Site Improvements shall be paid by the Developer. The EDA shall reimburse the Developer for the lesser of ( a) $ 577, 000, or ( b) the actual costs of the acquisition of the Development Property and the construction of the Site Improvements actually incurred and paid by the Developer( the " Reimbursement Amount"), as further provided in Section 3. 3 hereof. Section 3. 2 Limitations on Undertaking of the EDA. Notwithstanding the provisions of Sections 3. 1, the EDA shall have no obligation to the Developer under this Agreement to reimburse the Developer for the Reimbursement Amount, if the EDA, at the time or times such payment is to be made is entitled under Section 4. 2 to exercise any of the remedies set forth therein as a result of an Event of Default which has not been cured. Section 3. 3 Reimbursement: Tax Increment Note. The EDA shall reimburse for the costs identified in Section 3. 1 through the issuance of the FDA' s Tax Increment Note in substantially the form attached to this Agreement as Exhibit B, subject to the following conditions: 1) The Tax Increment Note shall be dated, issued and delivered when the Developer shall have ( a) demonstrated in writing to the reasonable satisfaction of the EDA and the City that the construction of the Site Improvements has been completed and that the Developer has incurred and paid the costs of acquisition of the Development Property and the construction of the Site Improvements as described in and limited by Section 3. 1, and ( b) shall have submitted paid invoices for the costs of construction of the Site Improvements and a settlement statement or other evidence of payment of the costs of the Development Property in an amount not less than the Reimbursement Amount. 2) The unpaid principal amount of the Tax Increment Note shall bear simple non- compounding interest from the date of issuance of the Tax Increment Note, at the lower of 4.00% per annum or the Developer's interest rate on the Project financing as determined by the City's municipal advisor. Interest shall be computed on the basis of a 360 day year consisting of twelve 12) 30- day months. 3) The principal amount of the Tax Increment Note and the interest thereon shall be payable solely from the Tax Increments. 4)The payment dates of the Tax Increment Note shall be the Note Payment Dates. On each Note Payment Date and subject to the foregoing sentence and the provisions of the Tax Increment Note, the EDA shall pay, against the principal and interest outstanding on the Tax Increment Note, the Tax Increments received by the EDA during the preceding 6 months. All such payments shall be applied first to accrued interest and then to reduce the principal of the Tax Increment Note. 8 124887610  5) The Tax Increment Note shall be a special and limited obligation of the EDA and not a general obligation of the EDA or the City, and only Tax Increment shall be used to pay the principal and interest on the Tax Increment Note. If, on any Note Payment Date, the Tax Increments for the payment of the accrued and unpaid interest on the Tax Increment Note are insufficient for such purposes, the difference shall be carried forward, without interest accruing thereon, and shall be paid if and to the extent that on a future Note Payment Date there are Tax Increments in excess of the amounts needed to pay the accrued interest then due on the Tax Increment Note. 6) The EDA' s obligation to make payments on the Tax Increment Note on any Note Payment Date or any date thereafter shall be conditioned upon the requirement that( a) there shall not at that time be an Event of Default that has occurred and is continuing under this Agreement and ( b) this Agreement shall not have been rescinded pursuant to Section 4. 2( B). 7) The Tax Increment Note shall be governed by and payable pursuant to the additional terms thereof, as set forth in Exhibit B. In the event of any conflict between the terms of the Tax Increment Note and the terms of this Section 3. 3, the terms of the Tax Increment Note shall govern. The issuance of the Tax Increment Note pursuant and subject to the terms of this Agreement, and the taking by the EDA of such additional actions as bond counsel for the Tax Increment Note may require in connection therewith, are hereby authorized and approved by the EDA. Section 3. 4 Legal and Administrative Expenses. The Developer has deposited$ 10, 000 with the EDA to pay actual out of pocket Legal and Administrative Expenses and any excess will be returned to the Developer after payment of all Legal and Administrative Expenses. If the EDA determines the deposit to be inadequate, the Developer shall provide additional funds in the amount determined by the EDA to be escrowed. Section 3. 5 Business Subsidies Act. 1) In order to satisfy the provisions of Minnesota Statutes, Sections 116J. 993 to 116J. 995 ( the " Business Subsidies Act"), the Developer acknowledges and agrees that the amount of the" Business Subsidy" granted to the Developer under this Agreement is$ 577, 000 which is the Reimbursement Amount for the acquisition of the Development Property and the installation of the Site Improvements and that the Business Subsidy is needed because the Project is not sufficiently feasible for the Developer to undertake without the Business Subsidy. The Tax Increment District is an economic development district and the public purpose of the Business Subsidy is to encourage the construction of a biomedical manufacturing, warehouse and distribution facility and space necessary for and related to manufacturing, warehousing and distribution facilities in the City. The Developer agrees that it will cause the Tenant to meet the following goals ( the " Goals") in connection with the development of the Development Property. It will cause the Tenant to create at least 104 full time jobs at an annual salary excluding benefits at$ 57, 600 within two years from the " Benefit Date", which is the earlier of the date the Developer completes the construction of the Project or the Tenant occupies the Project. 2) If no Goals are met, the Developer agrees to repay all of the Business Subsidy to the EDA, plus interest(" Interest") set at the implicit price deflator defined in Minnesota Statutes, 9 124887610 Section 275. 70, Subdivision 2, accruing from and after the Benefit Date, compounded semiannually. If the Goals are met in part, the Developer will repay a portion of the Business Subsidy ( plus Interest) determined by multiplying the Business Subsidy by a fraction, the numerator of which is the number of jobs in the Goals which were not created at the wage level set forth above and the denominator of which is 104 ( i.e. number of jobs set forth in the Goals). 3) The Developer agrees to( i) report the progress of the Tenant on achieving the Goals to the EDA until the later of the date the Goals are met or two years from the Benefit Date, or, if the Goals are not met, until the date the Business Subsidy is repaid, ( ii) include in the report the information required in Minnesota Statutes, Section 116J. 994, Subdivision 7 on forms developed by the Minnesota Department of Employment and Economic Development, and ( iii) send completed reports to the EDA. The Developer agrees to file these reports no later than March 1 of each year commencing March 1, 2022, and within 30 days after the deadline for meeting the Goals. The EDA agrees that if it does not receive the reports, it will mail the Developer a warning within one week of the required filing date. If within 14 days of the post marked date of the warning the reports are not made, the Developer agrees to pay to the EDA a penalty of$ 100 for each subsequent day until the report is filed up to a maximum of$ 1, 000. 4) The Developer agrees to continue operations within the City for at least five ( 5) years after the Benefit Date. 5) There are no other state or local government agencies providing financial assistance for the Project other than the City, except government assistance provided by the Minnesota Department of Employment and Economic Development to the Tenant. 6) There is no parent corporation of the Developer. 7) The Developer certifies that it does not appear on the Minnesota Department of Employment and Economic Development' s list of recipients that have failed to meet the terms of a business subsidy agreement. 10 124887610  ARTICLE IV EVENTS OF DEFAULT Section 4. 1 Events of Default Defined. The following, after the expiration of the notice and cure periods set forth in Section 4. 2 below, shall be " Events of Default" under this Agreement and the term " Event of Default" shall mean whenever it is used in this Agreement any one or more of the following events: 1) Failure by the Developer to timely pay any ad valorem real property taxes and special assessments levied against the Development Property and all public utility or other City payments due and owing with respect to the Development Property. 2) Failure by the Developer to cause the construction of the Project to be completed pursuant to the terms, conditions and limitations of this Agreement. 3) The holder of any mortgage on the Development Property or any improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of any default under the applicable mortgage documents. 4) If the Developer shall: a) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar federal or state law; or b) make an assignment for the benefit of their creditors; or c) admit in writing their inability to pay their debts generally as they become due; or d) be adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of the Developer, as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within sixty ( 60) days after the filing thereof; or a receiver, trustee or liquidator of the Developer, or of the Project, or part thereof, shall be appointed in any proceeding brought against the Developer, and shall not be discharged within sixty( 60) days after such appointment, or if the Developer, shall consent to or acquiesce in such appointment. e) Failure of the Developer to observe or perform any other covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. f) Failure of the City to observe or perform any other covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. 11 124887610  g) Failure of the EDA to observe or perform any other covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. h) Failure by the EDA to make payments under the Tax Increment Note if Developer is not in default under the terms of this Agreement. Section 4. 2 Remedies on Default. In the event of a default in or breach by any party, or any successor, the defaulting or breaching party( or successor) shall, upon written notice from the another party specifying such default or breach, proceed immediately to cure or remedy such default or breach, and shall, in any event, within thirty( 30) days after receipt of notice, commence to cure or remedy such default or breach. If the defaulting or breaching party ( or successor) diligently and in good faith commences to cure or remedy such default or breach but is unable to cure or remedy such default or breach within thirty( 30) days after receipt of notice, the defaulting or breaching party ( or successor) shall, prior to the end of such thirty( 30) days, provide notice to the other parties that it has in good faith commenced to cure or remedy such default or breach, whereupon the defaulting or breaching party ( or successor) shall have an additional thirty ( 30) days to cure or remedy such default or breach. In case such cure or remedy is not taken or not diligently pursued, or the default or breach shall not be cured or remedied prior to the end of the additional thirty ( 30) day period, the sole remedies to the aggrieved party shall be as set forth below: a) The EDA or City may suspend its performance under this Agreement until it receives assurances from the Developer, deemed adequate by both the EDA and the City, that the Developer will cure their default and continue their performance under this Agreement. b) The EDA and the City may cancel and rescind the Agreement and the Tax Increment Note. c) The EDA and City may take any action, including legal or administrative action, in law or equity, which may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement. d) If the City or the EDA are in breach of this Agreement, the Developer may pursue any and all legal and equitable remedies available to it as a result of such breach, including, without limitation, termination of this Agreement or proceedings to compel specific performance. Section 4. 3 No Remedv Exclusive. No remedy herein conferred upon or reserved to the EDA or the City is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. 12 124887610  Section 4. 4 No Implied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 4. 5 Agreement to Pav Attornev's Fees and Expenses. Whenever any Event of Default occurs and the EDA or the City shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement or performance or observance of any obligation or agreement on the part of the Developer herein contained, the Developer agrees that it shall, on demand therefor, pay to the EDA the reasonable fees of such attorneys and such other expenses so incurred by the EDA or the City. Section 4. 6 Indemnification of the EDA and the Citv. 1) The Developer ( a) releases the EDA and its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees ( collectively, the " Indemnified Parties") from, ( b) covenants and agrees that the Indemnified Parties shall not be liable for, and ( c) agrees to indemnify and hold harmless the Indemnified Parties against, any claim, cause of action, suit or liability for loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project or on the Development Property. 2) Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer( or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the EDA or the City in this Agreement, but shall, in any event and without regard to any fault on the part of the EDA or the City, apply to any pecuniary loss or penalty ( including interest thereon from the date the loss is incurred or penalty is paid by the EDA or the City at a rate equal to the Prime Rate) as a result of the Project causing the Tax Increment District to not qualify or cease to qualify as an economic development district" under Section 469. 174, Subdivision 12, of the Act and Section 469. 176, Subdivision 4c. or to violate limitations as to the use of Tax Increments as set forth in Section 469. 176, Subdivision 4c. 3) All covenants, stipulations, promises, agreements and obligations of the EDA or the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the EDA or the City and not of any governing body member, officer, agent, servant or employee of the EDA or the City as the case may be. 13 124887610  ARTICLE V ADDITIONAL PROVISIONS Section 5. 1 Restrictions on Use. The Developer agrees for itself, its successors and assigns and every successor in interest to the Development Property, or any part thereof, that the Developer and such successors and assigns shall operate, or cause to be operated, the Project for any purpose other than as a biomedical manufacturing, warehouse and distribution facility and space necessary for and related to manufacturing, warehousing and distribution activities and shall devote the Development Property to, and in accordance with, the uses specified in this Agreement throughout the Term of the Agreement, as defined in Section 5. 8 below. Section 5. 2 Conflicts of Interest. No member of the governing body or other official of the EDA or the City shall have any financial interest, direct or indirect, in this Agreement, the Development Property or the Project, or any contract, agreement or other transaction contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such member of the governing body or other official participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. No member, official or employee of the EDA or the City shall be personally liable to the EDA or the City in the event of any default or breach by the Developer or successor or on any obligations under the terms of this Agreement. Section 5. 3 Titles of Articles and Sections. Any titles of the several parts, articles and sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 5. 4 Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under this Agreement by any party to any other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and 1) in the case of the Developer is addressed to or delivered personally to: Rocky Mountains LLC Attention: Wayne Kelly 15600 Medina Road Plymouth, MN 55447 with a copy to: Fredrikson& Byron P. A. Attention: Mary Ranum and John Koneck 525 Park Street, Suite 225 St. Paul, MN 55103 14 124887610  2) in the case of the EDA is addressed to or delivered personally to the EDA at: Economic Development Authority in and for the City of Maple Grove Attention: Secretary 12800 Arbor Lakes Parkway N. Maple Grove, MN 55311 3) in the case of the City is addressed to or delivered personally to the City at: City of Maple Grove Attention: Economic Development Manager 12800 Arbor Lakes Parkway N. Maple Grove, MN 55311 with a copy to: Taft Stettinius & Hollister LLP Attention: Mary Ippel 2200 IDS Center 80 South 8th Street Minneapolis, MN 55402 or at such other address with respect to any such party as that party may, from time to time, designate in writing and forward to the other, as provided in this Section. Section 5. 5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 5. 6 Law Governing;. This Agreement will be governed and construed in accordance with the laws of the State. Section 5. 7 Expiration. This Agreement shall expire on the earlier of( i) February 1, 2032, ( ii) the date the Tax Increment Note is paid in full or ( iii) the date this Agreement is terminated or rescinded in accordance with its terms. Section 5. 8 Provisions Surviving Rescission or Expiration. Sections 4. 5 and 4. 6 shall survive any rescission, termination or expiration of this Agreement with respect to or arising out of any event, occurrence or circumstance existing prior to the date thereof. Section 5. 9 Transfer of Project; Assignability of Aueement and Tax Increment Note. The Project can only be transferred and this Agreement may be assigned only with the consent of the City, which consent shall not be unreasonably withheld, delayed or conditioned. The Tax Increment Note may only be assigned pursuant to the terms of the Tax Increment Note. 15 124887610  IN WITNESS WHEREOF, the EDA and the Developer have caused this Agreement to be duly executed by their duly authorized representatives, on or as of the date first above written. ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF MAPLE GROVE By Its President By Its Secretary This is a signature page to the Development Agreement between the Economic Development Authority in and for the City of Maple Grove, the City of Maple Grove, and Rocky Mountains LLC. S- 1 124887610  CITY OF MAPLE GROVE, MINNESOTA By Its Mayor By Its Administrator This is a signature page to the Development Agreement between the Economic Development Authority in and for the City of Maple Grove, the City of Maple Grove, and Rocky Mountains LLC. S- 2 124887610  ROCKY MOUNTAINS LLC By Its This is a signature page to the Development Agreement between the Economic Development Authority in and for the City of Maple Grove, the City of Maple Grove, and Rocky Mountains LLC. S- 3 124887610  EXHIBIT A Description of the Development Property Property located in the City of Maple Grove, Hennepin County, Minnesota and is legally described as follows: Outlot A Wedgewood Commerce Centre 14th Addition, according to the recorded plat thereof, Hennepin County, MN A- 1 124887610  EXHIBIT B Form of Tax Increment Note No. R- 1 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN IN AND FOR THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF MAPLE GROVE TAX INCREMENT REVENUE NOTE ROCKY MOUNTAINS LLC PROJECT) The Economic Development Authority in and for the City of Maple Grove, Minnesota( the EDA"), hereby acknowledges itself to be indebted and, for value received, hereby promises to pay the amounts hereinafter described ( the " Payment Amounts") to Rocky Mountains LLC ( the Developer") or its registered assigns ( the " Registered Owner"), but only in the manner, at the times, from the sources of revenue, and to the extent hereinafter provided. The principal amount of this Note shall equal from time to time the principal amount stated above, as reduced to the extent that such principal installments shall have been paid in whole or in part pursuant to the terms hereof, provided that the sum of the principal amount listed above shall in no event exceed$ 577, 000 as provided in that certain Development Agreement, dated as of May 1, 2020, as the same may be amended from time to time (the " Development Agreement"), by and between the EDA and the Developer. The unpaid principal amount hereof shall bear interest from the date of this Note at the simple non- compounded rate of per annum. Interest shall be computed on the basis of a 360 day year consisting of twelve ( 12) 30- day months. The amounts due under this Note shall be payable on August 1, 2023, and on each February 1 and August 1 thereafter to and including February 1, 2032, or, if the first should not be a Business Day( as defined in the Development Agreement) the next succeeding Business Day( the " Payment Dates"). On each Payment Date the EDA shall pay by check or draft mailed to the person that was the Registered Owner of this Note at the close of the last business day of the EDA preceding such Payment Date an amount equal to the sum of the Tax Increments ( hereinafter defined) received by the EDA during the six month period preceding such Payment Date. All payments made by the EDA under this Note shall first be applied to accrued interest and then to principal. This Note is prepayable by the City, in whole or in part, on any date. The Payment Amounts due hereon shall be payable solely from 90% of tax increments( the Tax Increments") derived from the EDA' s the ProMed Tax Increment Financing District( the" Tax Increment District") within its Redevelopment Project Area No. 1 which are paid to the EDA and which the EDA is entitled to retain pursuant to the provisions of Minnesota Statutes, Sections 469. 174 through 469. 1794, as the same may be amended or supplemented from time to time ( the Tax Increment Act"). This Note shall terminate and be of no further force and effect following the last Payment Date defined above, on any date upon which the EDA shall have terminated the B- 1 124887610 Development Agreement under Section 4. 2( b) thereof or the Developer shall have terminated the Development Agreement under Article V thereof, on the date the Tax Increment District is terminated, or on the date that all principal interest payable hereunder shall have been paid in full, whichever occurs earliest. The EDA makes no representation or covenant, expressed or implied, that the Tax Increments will be sufficient to pay, in whole or in part, the amounts which are or may become due and payable hereunder. The EDA's payment obligations hereunder shall be further conditioned on the fact that no Event of Default under the Development Agreement shall have occurred and be continuing at the time payment is otherwise due hereunder, but such unpaid amounts shall become payable if said Event of Default shall thereafter have been cured; and, further, if pursuant to the occurrence of an Event of Default under the Development Agreement the EDA elects to cancel and rescind the Development Agreement, the EDA shall have no further debt or obligation under this Note whatsoever. Reference is hereby made to all of the provisions of the Development Agreement, including without limitation Section 3. 3 thereof, for a fuller statement of the rights and obligations of the EDA to pay the principal of this Note, and said provisions are hereby incorporated into this Note as though set out in full herein. This Note is a special, limited revenue obligation and not a general obligation of the EDA and is payable by the EDA only from the sources and subject to the qualifications stated or referenced herein. This Note is not a general obligation of the City of Maple Grove, Minnesota the " City"), and neither the full faith and credit nor the taxing powers of the City are pledged to the payment of the principal of this Note and no property or other asset of the City, except the above- referenced Tax Increments, is or shall be a source of payment of the EDA's obligations hereunder. This Note is issued by the EDA in aid of financing a project pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including the Tax Increment Act. This Note may be assigned only with the consent of the EDA. In order to assign the Note, the assignee shall surrender the same to the EDA either in exchange for a new fully registered note or for transfer of this Note on the registration records for the Note maintained by the EDA. Each permitted assignee shall take this Note subject to the foregoing conditions and subject to all provisions stated or referenced herein. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be performed precedent to and in the issuance of this Note have been done, have happened, and have been performed in regular and due form, time, and manner as required by law; and that this Note, together with all other indebtedness of the EDA outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the EDA to exceed any constitutional or statutory limitation thereon. B- 2 124887610  IN WITNESS WHEREOF, Economic Development Authority in and for the City of Maple Grove, Minnesota, by its Board of Commissioners, has caused this Note to be executed by the manual signatures of its President and Secretary and has caused this Note to be dated as of 20 Secretary President DO NOT EXECUTE UNTIL PAID INVOICES FOR SITE IMPROVEMENTS AND A SETTLEMENT STATEMENT OR OTHER EVIDENCE OF PAYMENT FOR LAND ACQUISITION ARE GIVEN TO THE CITY- REFER TO SECTION 3. 3( 1). B- 3 124887610  CERTIFICATION OF REGISTRATION It is hereby certified that foregoing Note, as originally issued as of the was on said date registered in the name of Rocky Mountains LLC, and that, at the request of the Registered Owner of this Note, the undersigned has this day registered the Note in the name of such Registered Owner, as indicated in the registration blank below, on the books kept by the undersigned for such purposes. NAME AND ADDRESS OF DATE OF SIGNATURE OF REGISTERED OWNER REGISTRATION SECRETARY Rocky Mountains LLC Attention: Wayne Kelly 15600 Medina Road Plvmouth, MN 55447 B- 4 124887610  EXHIBIT C Site Improvements Landscaping, including irrigation Foundations and Footings Grading/ earthwork Engineering Survey Environmental Testing Soil Borings Site Preparation Onsite Utilities Storm Water/ Ponding Outdoor Lighting Onsite Road, Curb, Gutter, Driveway, Sidewalk and Streetscape Improvements Parking Facilities Permits C- 1 124887610  REQUEST FOR EDA ACTION May 4, 2020 EDA 4A DATE AGENDA ITEM ORIGINATING DEPT. AGENDA ITEM CITY ADMINISTRATOR APPROVAL Community and Economic COVID- 19 Emergency Development Loan Fund( COVID ELF) Y i PREVIOUS ACTIONS: At the April 201h meeting, the EDA approved the creation of the COVID- 19 Emergency Loan Fund COVID ELF") program which established a forgivable loan program to assist businesses. RECOMMENDED COUNCIL ACTION: Motion to approve the revised COVID- 19 Emergency Loan Fund (" COVID ELF") policies which offers forgivable loans to assist businesses affected by COVID- 19. COMMENTS: At the April 201h EDA meeting, the EDA approved the establishment of a new program, termed COVID- 19 Emergency Loan Fund, which offers forgivable loans of up to $ 10, 000 to businesses that faced mandated closures as a result of COVID- 19. The loans are designed in a manner to assist businesses as they are allowed to re- open. At the meeting, EDA requested additional clarification on the selection/ application process and a few minor changes to the policies. Employment The original loan policies included a maximum employment level for businesses not to exceed 40 total employees. This section has been clarified to state 40 full- time equivalent( FTE) employees. This change reflects a better ability to ensure businesses which rely heavily on part-time employment are able to apply for the program. The employment levels would be based on the time of application. To be eligible for forgiveness, they will have to meet pre- pandemic levels ( February 2020). If a business has a high level of seasonal employees, such as additional staff during summer, that would not be reflected. Application/ Selection Process In the first COVID ELF Policy document, the application process to apply for a loan was not defined. Upon communication with other cities who have either established a program or are in the process of establishing a program and exploration of additional possibilities, accepting and funding loans on a first- come, first-served basis provides the fairest and best approach for this program. Due to underwriting requirements of the program, a lottery- system would pose challenges for timing and funds as every loan would have to be underwritten before being numbered in the lottery system for selection purposes. The revised policies also designate that all applications shall be required to be submitted online. The City has the ability to create a form on the website to collect all the necessary information. To ensure businesses are properly prepared and can view the information needed prior to applications being accepted, the City will advertise details of when to apply and where. Additionally, the revised policies Brett Angell, Project Manager— X6003 COVID ELF Policy Request for EDA Action May 4, 2020 Page 2 also list the required documents that will need to be submitted with an application. Upon receipt of an application that has been submitted, staff will review the application to ensure the business meets eligibility criteria and has submitted all required information. If the application is missing information, staff will communicate directly with the applicant to seek the information. Upon a completed application the materials will be further reviewed by staff and CMDC to make a recommendation regarding funding. If a loan application is not accepted or if funding is exhausted before the application is received, staff will work directly with the business to explore other potential options through County, State or Federal programs that are available. ATTACHMENTS: Attachment A: Revised COVID- 19 Emergency Loan Fund Policy  Attachment A MAPLE GROVE Swcc( rodinq toddy. Growmg toniofr€ w. COVID- 19 EMERGENCY LOAN FUND POLICY Adopted: April 20, 2020 Revised: May 4, 2020 Economic Development Authority of Maple Grove Economic Development Department 12800 Arbor Lakes Parkway Maple Grove, MN 55369 763- 494- 6003  Table of Contents I. Introduction II. Purpose And Authority III. Objectives IV. General Criteria V. Financing Criteria VI. Application Process EDA of Maple Grove— COVID- 19 Emergency Loan Fund Policy 2 I. INTRODUCTION The Economic Development Authority of Maple Grove COVID- 19 Emergency Loan Fund program (" COVID ELF Program") was created as a means to assist businesses within the City of Maple Grove which have been negatively impacted by the COVID- 19 pandemic with costs associated with re- opening of the business. The COVID ELF Program offers no- interest forgivable loans to eligible businesses with a physical location in the Maple Grove. The COVID ELF Program is administered by Community and Economic Development staff and the Economic Development Authority of Maple Grove. II. PURPOSE AND AUTHORITY A. The purpose of this policy is to establish the EDA' s position relating to the use of the COVID ELF Program. This policy shall be used as a guide in the processing and review of applications requesting loan funds. B. The criteria are to be used in conjunction with other relevant policies of the City and/ or EDA. C. The EDA reserves the right to approve or reject projects on a case- by- case basis, taking into consideration factors considered appropriate by the City, in addition to established policies, criteria, and potential benefits. Meeting the criteria does not guarantee a COVID ELF Program loan shall be approved. Approval or denial of an application is at the sole discretion of the EDA. III. OBJECTIVES The objective of the COVID ELF Program is to deploy a local pool of funds to support local small businesses in order to ensure the viability of the businesses as they move past the COVID- 19 pandemic and seek to re- open or return to pre- pandemic operations. This may be accomplished by some or all of the following means: A. Provide needed finances to small businesses within the community which have been negatively affected financially as a direct result of the COVID- 19 pandemic; B. Ensure the viability of Maple Grove businesses moving past this crisis; C. Limiting the number of job losses as a direct result of the pandemic by assisting businesses return to their pre- pandemic employment levels; D. Limiting the number of businesses which would potentially permanently close due to COVID- 19 pandemic impacts. Thereby also limiting the total number of potential vacancies in key commercial and industrial areas of the City. EDA of Maple Grove— COVID- 19 Emergency Loan Fund Policy 3 IV. GENERAL CRITERIA A. ELIGIBLE EXPENDITURES The COVID ELF Program may be used for working capital purposes defined as: 1. Paying fixed debts; 2. Payroll costs; 3. Accounts payable; 4. Utility payments; 5. Inventory costs; 6. Paying other direct business- related bills. B. ELIGIBLE BUSINESS DETAILS: To qualify for a COVID ELF Program loan, eligible businesses must meet the following criteria: 1. Be considered an eligible business type, as defined in IV. 0 of this policy; 2. Have no more than 40 FTE ( full- time equivalent) employees at the location address. Special consideration may be given to businesses which utilize independent contractors and sole proprietors within their business; 3. The business must have a physical non- residential address within the City of Maple Grove. Proof of address shall be required when applying; 4. All business applicants must be an allowed use through zoning of the property or be a legally non- conforming use; 5. Be a legal entity registered with the Minnesota Secretary of State, and be in good standing 6. Any applicant must not have delinquent taxes, bills or charges due to the City from February 2020 or prior. C. ELIGIBLE BUSINESS TYPES: Eligible businesses which may apply for the COVID ELF Program include businesses which have been deemed non- essential by the State of Minnesota or those which have faced mandated closures per State of Minnesota orders. D. INELIGIBLE ACTIVITIES The COVID ELF Program may not be used for the following activities: EDA of Maple Grove— COVID- 19 Emergency Loan Fund Policy 4  I. Agriculture ( crop or livestock production, etc.); 2. Purchasing of machinery or vehicles; 3. Moving expenses; 4. Land acquisition for speculation; E. REVIEW CRITERIA Assistance must be evaluated on the existence of the following conditions: 1. Demonstrated financial need; 2. Number of jobs retained at the location; 3. Financial ability to continue business operations; 4. Timeliness of funds being needed. F. REQUIRED DOCUMENTS The following documents are required at that time of application. Additional documents may be requested by the EDA, if deemed necessary to completely review and application. 1. Two most recent years of tax returns; 2. Credit check certification form; 3. Personal financial statement; 4. Payroll Report( s) 5. Three- month itemized expense report; 6. Articles of Incorporation; 7. Proof of Address; 8. SBA Form 1368 G. EDA RIGHTS The EDA reserves and retains the right to deny any loan application for funding. All loan receipts shall be required to indemnify the City of Maple Grove, the Economic Development Authority of Maple Grove, and any officers acting on their behalf. H. CONFLICT OF INTEREST An officer of the City will not have a personal financial interest or personally benefit financially from the business to be assisted. Minn. Stat. 471. 87 and 471. 88 provide guidance on conflict of interest. EDA of Maple Grove— COVID- 19 Emergency Loan Fund Policy 5  I. GOVERNMENT DATA PRACTICES Information contained in the application for assistance will become a matter of public record with the exception of those items protected under Minn. Stat. 13. 591. V. FINANCING CRITERIA A. LOAN SIZE All loans shall have a maximum amount of$ 10, 000. B. INTEREST RATES All loans shall have an interest rate of 0%. C. TERMS All loans shall have a term of no more than five ( 5) years. D. DEFERMENTS All repayments shall be deferred for a total of six ( 6) months upon issuance of funds. Any awarded business of a COVID ELF Program loan shall have the ability to repay portions of the loan during the deferment period should the business so choose. E. FORGIVENESS Up to 100% of the loan has the ability to be forgiven by the EDA upon successful completion of the following: 1. If the business maintains operations within the City for six ( 6) months upon award of a COVID ELF loan, 50% of the loan shall be forgiven; 2. If the business returns employment levels to that of pre- pandemic levels within six ( 6) months upon award date, the remaining 50% shall be forgiven. F. FEES There shall not be an application fee to apply for a COVID ELF loan. Any fees related to underwriting, legal, loan closing, filing, recording, and other fees incurred will be paid for by the Economic Development Authority at the time of loan issuance. EDA of Maple Grove— COVID- 19 Emergency Loan Fund Policy 6 VI. APPLICATION PROCESS All applications for funding from COVID ELF will be accepted on a first- come, first- served basis. Applications will be required to be submitted online at the City of Maple Grove website. Upon submission of an application, City of Maple Grove staff will review the application to ensure complete information is provided. If additional information is needed, staff will request the needed information. Upon funds from the program being requested to the amount of or exceeding the total fund amount, applications will no longer be accepted. EDA of Maple Grove— COVID- 19 Emergency Loan Fund Policy 7