Economic Development Authority

AGENDA ECONOMIC DEVELOPMENT AUTHORITY DECEMBER 21, 2020 1. CALL TO ORDER 2. CONSENT ITEMS A. Meeting Minutes —November 2, 2020 B. Adopt 2021 EDA/ HRA Budget and Tax Levy — EDA Resolution No. 25 Motion to adopt EDA Resolution No.25 adopting for 2021 the EDA budget and setting a tax levy for 2021. C. Adopt 2021 Senior Housing Fund Budget Motion to adopt the 2021 Senior Housing ( Woodland Mounds) Fund Budget. D. Consent to Transfer of TIF Development Agreement Obligations — Hilger TIF - EDA Resolution No. 26 Motion to approve EDA Resolution No. 26 authorizing the assignment and assumption of the TIF development agreement related to Arbor Lakes Corporate Center. Motion by seconded by to approve, table or deny the Consent Items as presented. 3. ADJOURNMENT Motion by seconded by to adjourn. Meeting adjourned at  2A AGENDA ITEM Maple Grove Economic Development Authority DRAFT Meeting Minutes November 2, 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 November 2, 2020 at the Maple Grove Government Center/ Public Safety Facility, Hennepin County, Minnesota and online via WebEx. 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; and Justin Templin, City Attorney. President Steffenson called the meeting to order at 8: 13 p. m. Approval of Motion by Vice President Jaeger, seconded by President October 19, Steffenson, to approve the October 19, 2020 EDA meeting 2020 minutes as presented. Upon call of the motion by President Steffenson, there were five ayes and no nays. Motion Minutes carried. Arbor Lakes Community and Economic Development Director Hogeboom Business requested the Commission adopt a resolution authorizing a Association $ 10, 000 grant to provide business assistance to the Arbor Lakes Business Association to combat the ongoing COVID- 19 COVID- 19 pandemic. He reported businesses were being impacted and Grant — EDA were having to cancel events due to COVID. He discussed how Resolution No. events were being adjusted in order to meet COVID safety 24 requirements. Commissioner Barnett stated she spoke to Nancy Whitelaw DRAFT Maple Grove EDA Minutes November 2, 2020 Page 2 regarding the plans at Arbor Lakes and she believed the new event would be very well received by the community. Motion by President Steffenson, seconded by Commissioner Leith, to approve EDA Resolution No. 24 authorizing a grant of funding to provide business assistance to the Arbor Lakes Business Association to combat the ongoing COVID- 19 pandemic. Upon call of the motion by President Steffenson, there were five ayes and no nays. Motion carried. Adjournment Motion by Vice President Jaeger, byseconded 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 8: 17 p. m. by President Steffenson. Respectfully submitted, Heidi Nelson EDA Secretary  REQUEST FOR EDA ACTION December 21, 2020 2B DATE AGENDA ITEM CITY ADMINISTRATOR ORIGINATING DEPT AGENDA ITEM APPROVAL Finance Adopt 2021 EDA/ HRA Budget Greg Sticha and Tax Levy EDA Resolution 25 PREVIOUS ACTIONS: In 1999, the City Council established the HRA tax levy at $ 150, 000. City Council, at their, May 1, 2017 meeting, adopted Resolution No. 17- 057 Enabling the Creation of an Economic Development Authority in the City of Maple Grove. Maple Grove Economic Development Authority, at their September 8, 2020 meeting, adopted EDA Resolution No. 21 Setting a Proposed Tax Levy for 2021. RECOMMENDED COUNCIL ACTION: Motion to adopt EDA Resolution No. 25 adopting for 2021 the EDA budget and setting a tax levy for 2021. COMMENTS: The enabling resolution for the EDA adopted the powers of an HRA. An HRA has the ability under M. S. A. 469. 033, subd. 6 to levy a tax to be collected from all property within the City. The proposed 2021 levy of 150, 000 will be used for administrative costs and various funding commitments for housing programs. The EDA will also be using income from the existing scattered site housing units to supplement the tax levy. Due to current economic conditions created by the pandemic, the EDA budget includes no increases in rent for scattered site homes for tenants in 2021. ATTACHMENT: Attachment A: EDA Resolution No. 25 Attachment B: 2021 EDA Budget  Attachment A CITY OF MAPLE GROVE EDA RESOLUTION NO. 25 RESOLUTION ADOPTING FOR 2021 THE EDA BUDGET AND SETTING A TAX LEVY FOR 2021 WHEREAS, the Maple Grove Economic Development Authority enabling resolution adopt all the powers of a Housing and Redevelopment Authority and; WHEREAS, the Maple Grove Economic Development Authority has the authority under M. S. A. 469. 033 subd. 6 to levy a tax to be used for housing related activities and; WHEREAS, it is the Maple Grove Economic Development Authority' s intent to levy the total sum of $150, 000 as taxes against property in the City of Maple Grove. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF MAPLE GROVE, MINNESOTA, AS FOLLOWS: l . The EDA Budget as proposed by the City of Maple Grove Staff and the Maple Grove Economic Development Authority totaling $ 364, 000 as anticipated expenditures for the operation of the EDA/ HRA and no increase in rental rates for scattered site housing in the year 2021 is herein and hereby adopted. 2. Taxes in the sum of $150, 000 are herein ordered levied against the properties in the City of Maple Grove for HRA expenditures. 3. The Treasurer of the City of Maple Grove is ordered to certify this tax levy of $150, 000 to the County Auditor of Hennepin County, State of Minnesota, on or before December 30, 2020. 4. The County Auditor of Hennepin County, State of Minnesota, shall cause the collection pursuant to law of the tax levy set forth herein the sum of $150, 000 for the operation of the Maple Grove Economic Development Authority for the year 2021. The motion for the adoption of the foregoing resolution was made by Commissioner seconded by Commissioner and upon a vote being duly taken thereon, the following voted in favor thereof: and the following voted against the same: and the following were absent: WHEREUPON, said Resolution was declared duly passed and adopted the 21 st of December, 2020. STATE OF MINNESOTA) COUNTY OF HENNEPIN) SS. CITY OF MAPLE GROVE) I, the undersigned, being the appointed Executive Director of the Housing and Redevelopment Authority of Maple Grove, Minnesota, hereby certify that the above and foregoing HRA Resolution No. 25 true and correct copy of the Resolution as adopted by the Housing and Redevelopment Authority of Maple Grove, Minnesota, on the 21 st day of December, 2020. Executive Director Housing and Redevelopment Authority Of Maple Grove, Minnesota 2  Attachment B EDA for the City of Maple Grove HRA Authority - Summary of Revenues and Expenditures 2021 Budget 2016 2017 2018 2019 2020 11/ 30/ 2020 2021 Description Actual Actual Actual Actual Budget YTD Proposed REVENUES GENERALTAXES- HRA 149, 952 $ 150, 200 $ 149. 694 $ 149, 927 $ 150, 000 $ 148, 808 $ 150, 000 INTERGOVERNMENTALREVENUE - HRA 1, 210 1, 248 1, 196 756 1, 200 330 1, 200 CHARGES FOR SERVICES 217, 509 223, 850 232, 071 239, 479 250, 000 228, 973 250, 000 MISCELLANEOUS REVENUE 27, 128 29, 603 34, 931 51, 643 46, 000 36, 899 46, 000 OPERATING TRANSFERS - CDBG 10, 790 - 86, 586 60, 966 40, 000 - 40, 000 TOTALREVENUES 406, 589 $ 404, 901 $ 504, 478 $__ 502, 771. $ _ 487, 200 $ 415, 009 $ 487, 200 EXPENDITURES PERSONAL SERVICES 33, 504 $ 25, 345 $ 21, 242 $ 17, 582 $ 18, 300 $ 3, 265 $ - SUPPLIES 1, 841 2, 037 2, 741 4, 826 2, 500 1, 493 2, 500 SERVICES/ INSURANCE 27, 773 35, 366 47, 857 53, 724 55, 000 56, 475 68, 500 UTILITIES 25, 551 28, 968 20, 396 19, 331 23, 000 18, 903 23, 000 REPAIRS/ MAINTENANCE/ RENTALS 112, 037 97, 356 105, 970 146, 833 146, 000 160, 507 176, 000 OTHER EXPENDITURES 11, 238 11, 111 11. 325 11, 647 13, 000 12, 070 13, 000 CAPITAL OUTLAY 830 17, 681 998 762 41, 000 772 41, 000 OPERATING TRANSFERS 52, 600 52, 600 52, 600 52, 600 52, 600 52 600 40, 000 TOTAL OPERATING EXPENDITURES 265, 374 270, 464 263, 129 307, 305 351, 400 306, 087 364, 000 RESERVE FOR FUTURE LOAN REPAYMENT 141, 215 134, 437 241, 349 195, 466 135, 800 108, 922 123, 200 TOTAL EXPENDITURES 406, 589 $ 404, 901 $ 504, 478 $ 502, 771 $ 487, 200 $ 415, 009 $ 487, 200  REQUEST FOR EDA ACTION December 21, 2020 2C DATE AGENDA ITEM CITY ADMINISTRATOR ORIGINATING DEPT AGENDA ITEM APPROVAL Finance Adopt 2021 Senior Housing Greg Sticha Fund Budget PREVIOUS ACTIONS: RECOMMENDED COUNCIL ACTION: Motion to adopt the 2021 Senior Housing ( Woodland Mounds) Fund Budget. COMMENTS: Woodland Mounds is the City' s 88- unit senior apartment building that opened in the fall of 1996. Great Lakes Management Company currently manages Woodland Mounds, since June 2016. The 2021 budget for the Senior Housing Fund ( Woodland Mounds) includes a rent increase for existing tenants of 2% for market rate units and 0% for affordable units and a 5% rent increase for new tenants. ATTACHMENT: Attachment A: 2021 Senior Housing Budget Attachment B: 2021 Senior Housing Capital Plan  Attachment A City of Maple Grove Woodland Mounds 2021 Budget Actual Actual Actual YTD Actual Budget Budget Account Description 2017 2018 2019 2020 2020 2021 RENTAL INCOME 732, 193 745, 041 761, 768 655, 028 $ 775, 000 792, 141 INVESTMENT EARNINGS 15, 194 15, 480 23, 378 7, 631 15, 000 15, 000 MISCELLANEOUS REV 4, 261 4, 216 3, 710 565 2, 400 2, 400 OPERATING TRANSFERS IN 130, 553 TOTAL REVENUE 882, 201 764, 737 788, 856 663, 224 792, 400 809, 541 SUPPLIES 2, 264 2, 774 1, 960 1, 886 2, 000 2, 480 GAS/ OIL/ GREASE - GENERATOR 644 PROFESSIONAL SERVICES 127, 466 126, 336 110, 886 98, 469 135, 900 152, 367 TELEPHONE 6, 153 6, 321 6, 468 6, 473 7, 000 7, 200 LIABILITY INSURANCE 2, 400 3, 000 3, 000 2, 500 2, 800 3, 000 PROPERTY INSURANCE 12, 000 12, 000 12, 600 11, 500 13, 800 13, 800 INSURANCE DEDUCTIBLES 5, 000 5, 000 5, 000 4, 167 5, 000 6, 136 ELECTRIC UTILITIES 18, 288 17, 676 14, 360 11, 755 15, 800 12, 065 GAS UTILITIES 20, 497 21, 861 21, 853 14, 025 22, 500 16, 492 REFUSE DISPOSAL/ LANDFILL 11, 876 6, 906 6, 668 5, 735 7, 500 7, 680 OTHER UTILITIES 9, 706 11, 878 12, 393 12, 743 12, 400 12, 343 REPAIR/ MAINT BUILDING 189, 824 139, 860 118, 649 140, 595 176, 500 134, 411 REPAIR/ MAINT GROUNDS 6, 965 11, 988 17, 062 17, 770 17, 800 19, 420 REPAIR/ MAINT COPIER 699 699 CENTRAL GARAGE REPAIR REFUNDS 543 532 540 450 PAYMENT IN LIEU OF TAXES 35, 152 33, 675 34, 392 35, 387 35, 800 36, 752 OPERATING TRANSFERS OUT 40, 000 40, 000 40, 000 33, 333 40, 000 40, 000 TOTAL OPERATING EXPENDITURES 488, 833 440, 506 406, 475 396, 788 494, 800 464, 146 CAPITAL OUTLAY 697, 234 146, 916 58, 025 24, 000 60, 000 82, 500 OPERATING TRANSFERS OUT - DEBT SERVICE 358, 639 TOTAL CAPITAL OUTLAY/ DEBT SERVICE 1, 055, 873 146, 916 58, 025 24, 000 60, 000 82, 500 TOTAL EXPENDITURES 1, 544, 706 587, 422 464, 500 420, 788 554, 800 546, 646 SURPLUS ( DEFICIT) 662, 505) 177, 315 324, 356 242, 436 237, 600 262, 895 FUND BALANCE - 1/ 1 1, 444, 873 782, 368 959, 683 1, 284, 039 1, 526, 475 1, 764, 075 FUND BALANCE - 12/ 31 782, 368 959, 683 1, 284, 039 1, 526, 475 1, 764, 075 2, 026, 970  O O O M O O O O O O O N M 6A EF} 69 O O N OO O N m H 61k N9 N o o V CD N 0 D ONO E9 m EF} V? H O O O O O O O O O O O O O O O O i N O 0 N O E9 ER 6f3 V? C O)a K LV O> O O O O U) O O L O Q N V} f} 09 6 m U O O O O o 30 O O O Cl C 00 O O U) O Lc) C Q N 6q 69 603 a)ro Q O r- O O O O O O O O O O O O O O O O O O O CO O U) 0 0 0 0 0 0 0 O O O O O O O O 7 00 O N 0 0 0 0 0 0 0 O O O O O O U) O 7 0 M d U) fl- U) 0 0 0 O O O O U) O O 00 U) O 6R 00 6r} It d' N 6R 69 N N 69 C7 69 I- U4 N U N 6F3, 60- 69 U3 O 6R N 61> N E9 ER 69 61) CO N Q` Cl cn o C E O O O U N O U 0 E E N O O U ro 6 Q a) CF O_ LO W LE LL CO @ U N O N m a) LL 00 O ui E N a 0) O 3 Q' C U) U Oy O C0 c a) ro L E W co a) 0) o m 0) o o Cam- U f6 o U a) is Of 0 0 coO_ 0 C Y a)U Uo 0) CD> U ro U U ro: m a) a t. i L u' m L a) E m aEi y) a) ca aa)i d L Co L.L o L o ro L ai o O Q w ro Q o a o 0) N H Q 0 o oto cLo U) o o 3 o ro a_) c o E o) o o a c U c Qcl, O Q ro N . E U E o C) E E0_ L c 00 o E LL U p L E Y c> c) C c m 00 UU LL 00 w U o- 1 mo U) U o a- U cD 0 Q U E w  REQUEST FOR EDA ACTION December 21, 2020 2D DATE AGENDA ITEM ORIGINATING DEPT. AGENDA ITEM CITY ADMINISTRATOR APPROVAL Community and Economic Consent to Transfer of Development TIF Development Agreement Obligations —Hilger TIF EDA Resolution 26 7 PREVIOUS ACTIONS: At the meeting of November 19, 2018, the EDA approved EDA Resolutions 10, 11, and 12 authorizing the establishment of the Hilger tax increment financing district within the gravel mining project area and adopting a tax increment financing plan therefor, an interfund loan for advance of certain costs in connection with the Hilger tax increment financing district, and the execution of a TIF development agreement. At the meeting of September 16, 2019, the EDA approved EDA Resolution No. 16 authorizing the execution of a first amendment to the TIF development agreement. RECOMMENDED COUNCIL ACTION: Motion to approve EDA Resolution No. 26 authorizing the assignment and assumption of the TIF development agreement related to Arbor Lakes Corporate Center. COMMENTS: As the Arbor Lakes Corporate Center development comes to completion, IDP- ODC Arbor Industrial, LLC (" the developer") has come to an agreement of terms to sell the property to CBRE Global Investors purchaser"). CBRE Global Investors are an international real estate investment firm with over $ 100 billion in assets under management. The developer and purchaser intend to complete the sale of the property prior to January 1, 2021 as part of a portfolio sale which includes additional properties from other cities. Additional details related to the sale of the property, including sale price, have not been disclosed. Per Section 4. 4 of the approved TIF development agreement between the EDA and the developer, any sale of the property during the term of the TIF development agreement requires the consent of the EDA prior to the sale following the completion of minimum improvements by the developer. The developer has completed the minimum improvements and has received and recorded the necessary Certificate of Completion related to the minimum improvements. The attached EDA Resolution No. 26 provides written consent to the sale of the property. Additionally, an Assignment and Assumption of TIF development agreement must be entered into between all applicable parties. This agreement further defines who is responsible for obligations related to the TIF development agreement moving forward. This agreement was recommended and reviewed by Mary Ippel of Taft Law, the EDA' s bond counsel, which stated the agreement provides additional protection for the EDA and city related to questions of obligations in the future. Any and all Brett Angell, Project Manager — X6003 Hilger TIF Consent of Sale Request for EDA Action December 21, 2020 Page 2 components of the TIF development agreement will remain in place including, but not limited to, the total number of jobs to be created and certified, and the look back provision. The TIF Note related to this property has yet to be issued and will not be transferred as part of this sale and transfer of the TIF development agreement. The developer intends to compile the necessary proof of expenditures and submit those expenditures to the city in early 2021. Following the developer submitting these items, a TIF Note will be issued to the developer. At that time, the developer may choose whether to transfer the TIF Note to the buyer. ATTACHMENTS: Attachment A: EDA Resolution No. 26 Attachment B: Assignment and Assumption of TIF Development Agreement  Attachment A EXTRACT OF MINUTES OF A MEETING OF THE BOARD OF COMMISSIONERS OF THE MAPLE GROVE ECONOMIC DEVELOPMENT AUTHORITY Pursuant to due call and notice thereof, a regular meeting of the Board of Commissioners of the Maple Grove Economic Development Authority, was duly called and held at the City Hall in the City of Maple Grove, Minnesota, on December 21, 2020, at 7: 30 P. M. The following commissioners were present: and the following were absent: Commissioner introduced the following resolution and moved its adoption: RESOLUTION NO. 26 RESOLUTION APPROVING THE ASSIGNMENT AND ASSUMPTION OF TIF DEVELOPMENT AGREEMENT A. WHEREAS, the Maple Grove Economic Development Authority (the Authority") and the City of Maple Grove ( the " City") entered into a TIF Development Agreement, dated November 1, 2018, and entered into a First Amendment to TIF Development Agreement dated September 27, 2019 ( together, the " TIF Agreement") with IDP- ODC Arbor Industrial, L.L.C., a Delaware limited liability company ( the " Developer"). B. WHEREAS, the Developer desires to assign its interest in the TIF Agreement pursuant to an Assignment and Assumption of TIF Development Agreement ( the " Assignment") by and between the Developer and PRIM Arbor Lakes, LLC, a Delaware Limited Liability Company, ( the " Assignee"). C. WHEREAS, a draft of the Assignment has been submitted to the Board of Commissioners for approval. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Maple Grove Economic Development Authority, as follows: 1. The Board of Commissioners hereby approves the Assignment in substantially the form submitted, and the President and the Secretary are hereby authorized and directed to execute the Consent and Acknowledgement of the Authority to the Assignment on behalf of the Authority. In the absence of the President or the Secretary, any document authorized by this resolution to be executed may be executed by an acting or duly designated official. 2. The approval hereby given to the Assignment 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 Authority officials authorized by this resolution to execute the Assignment. The execution of 13034985vl the Assignment by the appropriate officer or officers of the Authority shall be conclusive evidence of the approval of the Assignment in accordance with the terms hereof. The motion for the adoption of the foregoing resolution was duly seconded by commissioner . and after full discussion thereof and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. President Attest: Secretary 2 13034985vl STATE OF MINNESOTA COUNTY OF HENNEPIN I, the undersigned, being the duly qualified and acting Secretary of the Maple Grove Economic Development Authority, 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 held on the date therein indicated, insofar as such minutes relate to a resolution giving approval to Assignment and Assumption of TIF Development Agreement. WITNESS my hand this 21" day of December, 2020. Secretary 130349850  Attachment B Draft Dated 12. 14. 20 Reserved for Recording Data --------------- This instrument was prepared by and after recording return to: James H. Marshall Daspin & Aument, LLP 300 South Wacker Drivee, Suite 2200 Chicago, Illinois 60606 ASSIGNMENT AND ASSUMPTION OF TIF DEVELOPMENT AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF TIF DEVELOPMENT AGREEMENT ( this Assignment") is made and entered into as of December , 2020 (" Effective Date"), by and between IDP- ODC Arbor Industrial, L. L. C., a Delaware limited liability company (" Assignor") and PRIM Arbor Lakes LLC, a Delaware limited liability company (" Assignee"). RECITALS: A. Assignor, as seller, and Assignee, as purchaser, are parties to that certain Purchase Agreement dated as of December _, 2020 ( as amended from time to time, the " Purchase Agreement") pursuant to which, among other things, Assignor agreed to sell to Assignee and Assignee agreed to purchase from Assignor, all of Assignor' s right, title and interest to and in the property legally described on Exhibit A attached hereto and made a part hereof, excluding, however, among other things, ( i) any of Assignor' s rights or remedies as " Developer" under the TIF Agreement ( as defined below) with respect to any matter concerning the issuance of the TIF Note ( as defined in the TIF Agreement) to Assignor or its nominee, including, without limitation, any matter concerning the same in Article V of the TIF Agreement, and ( ii) any of Assignor' s obligations to pay the reasonable out- of-pocket costs of the EDA and the City, as contemplated by Section 3. 8 of the TIF Agreement, ( collectively, the " Property"), upon and subject to the terms, covenants and conditions contained in the Purchase Agreement. B. By that certain TIF Development Agreement dated November 1, 20t8, by and among Assignor, the Maple Grove Economic Development Authority, a Minnesota municipal corporation EDA") and the City of Maple Grove, a Minnesota municipal corporation ( the " City"), as amended by First Amendment to TIF Development Agreement dated September 27, 2019 by and among the EDA, City 564006\ 0 1 267\ 30024883v. 1 and Assignor ( as amended from time to time, the " TIF Agreement"), the parties thereto entered into certain agreements regarding the development of the Property, all as more particularly described therein. C. Concurrently herewith, Assignor is conveying to Assignee all of Assignor' s right, title and interest in and to the Property by Limited Warranty Deed. D. Assignor desires to assign to Assignee all of Assignor' s right, title and interest, as Developer, in, to and under the TIF Agreement, and Assignee desires to accept such assignment and assume and agree to keep, perform and observe all of the terms, covenants, agreements and conditions contained in the TIF Agreement ( including, without limitation, the obligation to pay special assessments and the accompanying debt service obligation and the obligations of Developer under Article VI of the TIF Agreement) on Assignor' s part to be kept, performed and observed with respect to any fact, event or circumstance that first occurs from and after the Closing Date ( as defined in the Purchase Agreement), subject to the terms, covenants and conditions contained herein, in the Purchase Agreement and in the TIF Agreement; provided, however, ( i) any such assignment shall be subject to reservation by Assignor of Assignor' s rights and remedies as Developer under the TIF Agreement with respect to any matter concerning the issuance of the TIF Note to Assignor or its nominee, including, without limitation, any matter concerning the same in Article V of the TIF Agreement, and, in furtherance thereof, Assignee has agreed to reasonably cooperate with Assignor as may be reasonably necessary or required to facilitate issuance of the TIF Note to Assignor or its nominee, and ( ii) Assignor shall remain liable for the obligations of Developer to pay the reasonable out- of-pocket costs of the EDA and the City, as contemplated by Section 3. 8 of the TIF Agreement. E. The Certificate of Completion ( as defined in the TIF Agreement) has been issued prior to the Effective Date. F. Unless otherwise provided herein, all capitalized words and terms in this Assignment shall have the same meanings ascribed to such words and terms as in the TIF Agreement. NOW, THEREFORE, in consideration of the Purchase Price ( as defined in the Purchase Agreement) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants and agreements hereinafter set forth, Assignor and Assignee agree as follows: 1.Assignor hereby assigns to Assignee all right, title and interest of Assignor, as Developer, in, to and under the TIF Agreement ( including, without limitation, the obligation to pay special assessments and the accompanying debt service obligation), subject to the terms, covenants and conditions contained herein, in the Purchase Agreement and in the TIF Agreement; provided, however, ( i) any such assignment shall be subject to reservation by Assignor of Assignor' s rights and remedies as Developer under the TIF Agreement with respect to any matter concerning the issuance of the TIF Note to Assignor or its nominee, including, without limitation, any matter concerning the same in Article V of the TIF Agreement, and, in furtherance thereof, Assignee has agreed to reasonably cooperate with Assignor as may be reasonably necessary or required to facilitate issuance of the TIF Note to Assignor or its nominee, and ii) Assignor shall remain liable for the obligations of Developer to pay the reasonable out- of-pocket costs of the EDA and the City, as contemplated by Section 3. 8 of the TIF Agreement. Assignee hereby accepts such assignment and assumes and agrees to keep, perform and observe all of the terms, covenants, agreements, conditions and obligations contained herein and in the TIF Agreement on Assignor' s part, as Developer, to be kept, performed and observed ( including, without limitation, the obligation to pay special assessments and the accompanying debt service obligation and the obligations of Developer under Article VI of the TIF Agreement) with respect to any fact, event or circumstance that first occurs from and after 2 564006\ 0 1 267\ 30024883v. 1 the Closing Date, subject to the terms, covenants and conditions contained herein, in the Purchase Agreement and in the TIF Agreement. 2. Assignor agrees to defend, indemnify and hold harmless Assignee from and against any and all claims, demands, actions, losses, costs, damages ( excluding special, incidental, consequential, punitive and similar -type damages) or expenses ( including reasonable attorneys' fees and court costs) sustained by Assignee to the extent caused by defaults in Assignor' s performance of the obligations of the Developer under the TIF Agreement with respect to any event, fact or circumstance that first occurs prior to the Closing Date or as otherwise required under the Purchase Agreement. Assignee agrees to defend, indemnify and hold harmless Assignor from and against any and all claims, demands, actions, losses, costs, damages ( excluding special, incidental, consequential, punitive and similar -type damages) or expenses ( including reasonable attorneys' fees and court costs) sustained by Assignor to the extent caused by defaults in Assignee' s performance of the obligations of the Developer under the TIF Agreement with respect to any event, fact or circumstance that first occurs from and after the Closing Date and as required under the Purchase Agreement. 3. This Assignment shall be of no force and effect unless and until the EDA has consented to the terms of this Assignment by executing the Consent of EDA attached hereto, whereupon Assignor shall be relieved of its obligations under the TIF Agreement, except as otherwise expressly set forth in this Assignment. 4. Assignor and Assignee each agree to do, execute, acknowledge and deliver any and all other documents and instruments and to take all such further action as shall be necessary or desirable to fully carry out this Assignment and to fully consummate and effect the transaction contemplated by the Purchase Agreement. 5. This Assignment shall be governed by and construed in accordance with the laws of the State of Minnesota. 6. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and permitted assigns under the Purchase Agreement. 7. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and any signatures to counterparts may be delivered by facsimile or other electronic transmission and shall have the same force and effect as original signatures. Signature page follows.] 564006\ 0 1 267\ 30024883v. 1  IN WITNESS WHEREOF, the Assignor and Assignee have executed this Assignment as of the Effective Date. IDP- ODC Arbor Industrial, L. L. C., a Delaware limited liability company By: Opus Development Company, L. L.C., a Delaware limited liability company Its: Manager By: Name: Its: STATE OF SS. COUNTY OF This instrument was acknowledged before me on this _ day of December, 2020, by , the of Opus Development Company, L. L.C., a Delaware limited liability company, being the Manager of IDP- ODC Arbor Industrial, L. L. C., a Delaware limited liability company, on behalf of said limited liability company. Notary Public My Commission Expires: 564006\ 01 267\ 30024883v. 1  ASSIGNEE: PRIM Arbor Lakes LLC, a Delaware limited liability company By: Name: Its: STATE OF SS. COUNTY OF This instrument was acknowledged before me on this _day of December, 2020, by the of PRIM Arbor Lakes LLC, a Delaware limited liability company, on behalf of said company. Notary Public My Commission Expires: 564006\ 01267\ 30024883v. 1  CONSENT OF EDA As required by Section 4. 4 of the TIF Agreement ( as defined in the attached Assignment and Assumption of TIF Development Agreement), the Maple Grove Economic Development Authority, a Minnesota municipal corporation, hereby consents to the terms of this Assignment and Assumption of TIF Development Agreement. Maple Grove Economic Development Authority, a Minnesota municipal corporation By: President By: Secretary STATE OF SS. COUNTY OF This instrument was acknowledged before me on this 21st day of December, 2020, by Mark Steffenson and Heidi Nelson, the President and Secretary, respectively, of the Maple Grove Economic Development Authority, a Minnesota municipal corporation, on behalf of said municipal corporation. Notary Public My Commission Expires: 5 64006\ 01267\ 300248 8 3 v. 1  Exhibit A Legal Description Lot 1, Block 1, Arbor Lakes Corporate Center, Hennepin County, Minnesota Parcel Identification Number: 13- 119- 22- 33- 0005 A- 1