City of South St. Paul Economic Development Authority Agenda Monday, January 7, 2019 ANNUAL MEETING

City of South St. Paul Economic Development Authority Agenda Monday, January 7, 2019 ANNUAL MEETING 1. CALL TO ORDER: 2. ROLL CALL: 3. AGENDA: A. Approval of Agenda Action Motion to Approve Action Motion to Approve as Amended 4. CONSENT AGENDA: All items listed on the Consent Agenda are items, which are considered to be routine by the Economic Development Authority and will be approved by one motion. There will be no separate discussion of these items unless a Commissioner or citizen so requests, in which event the item will be removed from the consent agenda and considered at the end of the Consent Agenda. A. EDA Minutes of November 5, 2018 B. EDA Special Meeting Minutes of December 10, 2018 C. Approval of Satisfaction of Mortgage Resolution 2019-1 D. Approval of Satisfaction of Mortgage Resolution 2019-2 E. Approval of Satisfaction of Mortgage Resolution 2019-3 F. Approval of Satisfaction of Mortgage Resolution 2019-4 G. Approval of First Amendment to Contract for Private Redevelopment 150 3 rd Avenue South 5. PUBLIC HEARINGS: A. Approval to Sell 159 9 th Avenue North to Ponce Construction LLC Resolution 2019-5 6. GENERAL BUSINESS: A. Limited Temporary Lease Agreement for EDA-Owned Property (DeLacy Automotive) B. Election of Officers 7. ITEMS FOR FUTURE FOLLOW-UP: General communications of the President and Commissioners are provided and may be considered for inclusion on a future agenda. There will be no discussion or decisions made related to these items at this meeting. 8. ADJOURNMENT: Respectfully Submitted, This meeting is being taped by Town Square Television (NDC4). Replays can be viewed on Government Channel 19. Replay Times Friday following Meeting at 1:00 p.m. & 7:00 p.m. 651-451-7834

Page 2 Economic Development Authority Agenda Ryan Garcia, EDA Executive Director This meeting is being taped by Town Square Television (NDC4). Replays can be viewed on Government Channel 19. Replay Times Friday following Meeting at 1:00 p.m. & 7:00 p.m. 651-451-7834

4-A MINUTES OF THE ECONOMIC DEVELOPMENT AUTHORITY CITY OF SOUTH ST. PAUL DAKOTA COUNTY, MINNESOTA Regular Meeting November 5, 2018 City of South St. Paul Council Chambers 1. CALL TO ORDER Chair Francis called the meeting to order at 6:30 P.M. 2. ROLL CALL Members Present: President Francis, Commissioners Seaberg, Podgorski, Hansen, Forester and Flatley. Absent: Commissioner Rothecker. Staff Present: EDA Executive Director Ryan Garcia, City Administrator Joel Hansen and Edie Kleinboehl. Legal Counsel Kori Land was present. 3. AGENDA Motion/Second: Commissioner Seaberg moved and Commissioner Flatley seconded approval of the agenda. Motion carried 6 ayes / 0 nays 4. CONSENT Motion/Second: Commissioner Hansen moved and Commissioner Forester seconded approval of the consent agenda. A. EDA Minutes of October 22, 2018 B. Approval of Certificate of Completion and Release of Forfeiture 339 4 th Avenue South C. Approval of Certificate of Completion and Release of Forfeiture 341 4 th Avenue South D. Approval of Satisfaction of Mortgage Resolution No. 2018-28 Motion carried 6 ayes / 0 nays 5. PUBLIC HEARINGS There were no public hearings.

EDA Minutes November 5, 2018 Page 2 of 3 6. GENERAL BUSINESS A. Approval of Business Development Loan for leasehold improvements at 820 Southview Boulevard, Resolution 2018-29 Mr. Garcia reported Quick-Serv License Center has an agreement to lease 4,000 square feet of commercial space in the 820 Southview Boulevard building for their licensing and title services business. Quick-Serve will occupy 2/3 of the 1 st floor space and a portion of the lower space for general office and a commercial sales counter. The loan will assist the business with relocation and improvements to the leased space. Quick-Serv will actively undertake renovation over the winter and relocate and occupy by the spring 2019. Mr. Garcia stated the business remained viable through the 18-month statewide IT system (MNLARS) conversion due in part to the principals investing personal funds. The request for $135,000 in financing is in line with the general guidelines for the Business Development Loan program. Mr. Garcia advised that business went through the applications process consisting of a background search and a credit review adding the principals will secure the loan with personal guarantees. The business and principals have the capacity to carry the debt for a 5-year term with the possibility of early repayment contingent upon repayment from the State for a portion of costs incurred by the MnLARS conversion. Motion/Second: Commissioner Flatley moved and Commissioner Podgorski seconded approval of Resolution No 2018-29 authorizing execution of a business development loan with Kathy s License Service LLC dba Quick-Serv License Center in an amount not to exceed $135,000 @ 2.75% for costs related to relocation and improvement of leased office space at 820 Southview Boulevard and authorizing the Executive Director to proceed with preparation of the necessary documentation for a loan closing. Motion carried 6 ayes / 0 nays B. Approval of Business Development Loan for leasehold improvements at a proposed brewery and taproom at Concord Exchange and Veteran s Memorial Parkway, Resolution 2018-30 Mr. Garcia advised Big Heist Beer Company (BHBC) is a startup business as a proposed craft brewery and taproom. BHBC has been working with City Staff and Master Development for the past several months to identify a location for a taproom/craft brewery. After looking at the Concord Corridor the development team identified the site at the northeast corner of Concord Exchange and Veteran s Memorial Parkway for a new building. The site is currently owned by the EDA which is under the terms of a parking lease agreement with the owners of 161 Concord Exchange. Mr. Garcia stated the development agreement with the developer provides the opportunity to redevelop the area around 161 Concord Exchange. A full application, credit screening, background search and review of other business interests of the founders revealed a strong financial history. BHBC received financing through Live Oak Bank for brewing equipment. South St. Paul Futures is also reviewing a loan application.

EDA Minutes November 5, 2018 Page 3 of 3 BHBC is seeking a business development loan in an amount not-to-exceed $145,000 to assist with costs associated with acquiring machinery and completing leasehold improvements at the property. Additionally, the company founders are investing capital as part of the project. BHBC is currently working with Master Development to finalize the terms of the lease. The term of the loan is up to 10-years; however, the term may change as it will be within the boundaries of the lease negotiated with Master Development. Commissioner Seaberg asked how long before the project starts. Mr. Garcia responded the developer hopes to have plans in at the end of 2018 with a target of breaking ground immediately in spring of 2019. Building completion is anticipated in late summer of 2019 and open for business in September 2019. Discussion ensued regarding adequate parking. Mr. Garcia stated the parking meets zoning requirements advising the building will be 9,000-10,000 square feet leaving space for 65 parking stalls on site. Commissioner Flatley thanked BHBC for their commitment adding that the project is definitely loan worthy. Motion/Second: Commissioner Seaberg moved and Commissioner Flatley seconded approval of Resolution 2018-30, authorizing execution of a business development loan to Big Heist Brewing Company for an amount up to $145,000 for assistance with purchasing inventory, equipment and completing leasehold improvements and authorizing the Executive Director to proceed with preparation of the necessary loan documents. Motion carried 6 ayes / 0 nays 7. ADJOURNMENT Motion/Second: Commissioner Seaberg moved and Commissioner Hansen seconded the motion to adjourn the meeting at 6:52 P.M. Approved: January 7, 2019 Edie Kleinboehl, Secretary

4-B MINUTES OF THE ECONOMIC DEVELOPMENT AUTHORITY CITY OF SOUTH ST. PAUL DAKOTA COUNTY, MINNESOTA Special Meeting December 10, 2018 City of South St. Paul Training Room 1. CALL TO ORDER Chair Francis called the meeting to order at 7:27 P.M. 2. ROLL CALL Members Present: President Francis, Commissioners Seaberg, Rothecker, Podgorski, Hansen, Forester and Flatley. Staff Present: EDA Executive Director Ryan Garcia, City Administrator Joel Hansen, and Assistant City Administrator Shelly Anderson. Legal Counsel Aaron Price was present. 3. AGENDA Motion/Second: Commissioner Seaberg moved and Commissioner Hansen seconded approval of the agenda. Motion carried 7 ayes / 0 nays 4. CONSENT There were no items for consent. 5. PUBLIC HEARINGS There were no public hearings. 6. GENERAL BUSINESS A. Approval of Business Development Loan for leasehold improvements at 820 Southview Boulevard, Resolution 2018-35 Mr. Garcia reported that following the EDA s approval of Resolution 2018-29 in November 2018, formal bids for renovation work at 820 Southview Boulevard were received which were more costly than preliminary estimates. As such, Quick-Serv License Center requested that the

EDA Minutes November 5, 2018 Page 2 of 2 EDA consider a revised total loan amount and term for the previously approved financing. Mr. Garcia pointed out that the revised loan structure retained a total debt to equity ratio for the project and recommended approval of the revised loan structure as spelled out in Resolution 2018-35 Motion/Second: Commissioner Flatley moved and Commissioner Podgorski seconded approval of Resolution No 2018-35 authorizing execution of a business development loan with Kathy s License Service LLC dba Quick-Serv License Center in an amount not to exceed $149,500.00 @ 2.75% for costs related to relocation and improvement of leased office space at 820 Southview Boulevard and authorizing the Executive Director to proceed with preparation of the necessary documentation for a loan closing. Motion carried 7 ayes / 0 nays 7. ADJOURNMENT Motion/Second: Commissioner Hansen moved and Commissioner Seaberg seconded the motion to adjourn the meeting at 7:34 P.M. Approved: January 7, 2019 Edie Kleinboehl, Secretary

EDA Agenda Item Report Date: January 7, 2019 EDA Executive Director: 4-C Agenda Item: Approval of Satisfaction of Mortgage Applicant #907 Action to be considered: Motion to approve Resolution No. 2019-1. Overview: Applicant #907 received an HRA rehabilitation loan of $22,900 in 2009, with a mortgage recorded at that time. The mortgagee recently paid back the loan in full, thus satisfying the mortgage. Therefore, the EDA is advised to approve Resolution No. 2019-1, which will authorize the designated officers of the City s Housing and Redevelopment Authority to execute all necessary documentation required to record the Satisfaction of Mortgage. Funding Sources and other fiscal considerations: N/A

South St. Paul Economic Development Authority Dakota County, Minnesota RESOLUTION NO. 2019-1 WHEREAS, the City Council transferred all administration of the South St. Paul Housing and Redevelopment Authority (HRA) programs to the South St. Paul Economic Development Authority ( EDA ) by City Council Resolution 2015-197; and WHEREAS, one of those programs was a rehabilitation loan program, for which there are several outstanding loans; and WHEREAS, the South St. Paul Housing and Redevelopment Authority of the City of South St. Paul, Minnesota issued a mortgage to Applicant #907 in the amount of $22,900.00; WHEREAS, such mortgage recorded on May 14, 2009 in Dakota County has been satisfied in full by the applicant; NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority of the City of South St. Paul that: 1. The EDA shall secure the signatures of the appropriate representatives of the HRA to execute the required documents to satisfy the loan and mortgage. Adopted this 7 th day of January, 2019. President, James P. Francis Executive Director, Ryan Garcia

EDA Agenda Item Report Date: January 7, 2019 EDA Executive Director: 4-D Agenda Item: Approval of Satisfaction of Mortgage Applicant #1035 Action to be considered: Motion to approve Resolution No. 2019-2. Overview: Applicant #1035 received an HRA rehabilitation loan of $1,600 in 2014, with a mortgage recorded at that time. The mortgagee recently paid back the loan in full, thus satisfying the mortgage. Therefore, the EDA is advised to approve Resolution No. 2019-2, which will authorize the designated officers of the City s Housing and Redevelopment Authority to execute all necessary documentation required to record the Satisfaction of Mortgage. Funding Sources and other fiscal considerations: N/A

South St. Paul Economic Development Authority Dakota County, Minnesota RESOLUTION NO. 2019-2 WHEREAS, the City Council transferred all administration of the South St. Paul Housing and Redevelopment Authority (HRA) programs to the South St. Paul Economic Development Authority ( EDA ) by City Council Resolution 2015-197; and WHEREAS, one of those programs was a rehabilitation loan program, for which there are several outstanding loans; and WHEREAS, the South St. Paul Housing and Redevelopment Authority of the City of South St. Paul, Minnesota issued a mortgage to Applicant #1035 in the amount of $1,600.00; WHEREAS, such mortgage recorded on August 1, 2014 in Dakota County has been satisfied in full by the applicant; NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority of the City of South St. Paul that: 1. The EDA shall secure the signatures of the appropriate representatives of the HRA to execute the required documents to satisfy the loan and mortgage. Adopted this 7 th day of January, 2019. President, James P. Francis Executive Director, Ryan Garcia

EDA Agenda Item Report Date: January 7, 2019 EDA Executive Director: 4-E Agenda Item: Approval of Satisfaction of Mortgage Applicant #994 Action to be considered: Motion to approve Resolution No. 2019-3. Overview: Applicant #994 received an HRA rehabilitation loan of $12,250 in 2012, with a mortgage recorded at that time. The mortgagee recently paid back the loan in full, thus satisfying the mortgage. Therefore, the EDA is advised to approve Resolution No. 2019-3, which will authorize the designated officers of the City s Housing and Redevelopment Authority to execute all necessary documentation required to record the Satisfaction of Mortgage. Funding Sources and other fiscal considerations: N/A

South St. Paul Economic Development Authority Dakota County, Minnesota RESOLUTION NO. 2019-3 WHEREAS, the City Council transferred all administration of the South St. Paul Housing and Redevelopment Authority (HRA) programs to the South St. Paul Economic Development Authority ( EDA ) by City Council Resolution 2015-197; and WHEREAS, one of those programs was a rehabilitation loan program, for which there are several outstanding loans; and WHEREAS, the South St. Paul Housing and Redevelopment Authority of the City of South St. Paul, Minnesota issued a mortgage to Applicant #994 in the amount of $12,250.00; WHEREAS, such mortgage recorded on April 30, 2012 in Dakota County has been satisfied in full by the applicant; NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority of the City of South St. Paul that: 1. The EDA shall secure the signatures of the appropriate representatives of the HRA to execute the required documents to satisfy the loan and mortgage. Adopted this 7 th January, 2019. President, James P. Francis Executive Director, Ryan Garcia

EDA Agenda Item Report Date: January 7, 2019 EDA Executive Director: 4-F Agenda Item: Approval of Satisfaction of Mortgage Applicant #1018 Action to be considered: Motion to approve Resolution No. 2019-4. Overview: Applicant #1018 received an HRA rehabilitation loan of $7,200 in 2013, with a mortgage recorded at that time. The mortgagee recently paid back the loan in full, thus satisfying the mortgage. Therefore, the EDA is advised to approve Resolution No. 2019-4, which will authorize the designated officers of the City s Housing and Redevelopment Authority to execute all necessary documentation required to record the Satisfaction of Mortgage. Funding Sources and other fiscal considerations: N/A

South St. Paul Economic Development Authority Dakota County, Minnesota RESOLUTION NO. 2019-4 WHEREAS, the City Council transferred all administration of the South St. Paul Housing and Redevelopment Authority (HRA) programs to the South St. Paul Economic Development Authority ( EDA ) by City Council Resolution 2015-197; and WHEREAS, one of those programs was a rehabilitation loan program, for which there are several outstanding loans; and WHEREAS, the South St. Paul Housing and Redevelopment Authority of the City of South St. Paul, Minnesota issued a mortgage to Applicant #1018 in the amount of $7,200.00; WHEREAS, such mortgage recorded on October 1, 2013 in Dakota County has been satisfied in full by the applicant; NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority of the City of South St. Paul that: 1. The EDA shall secure the signatures of the appropriate representatives of the HRA to execute the required documents to satisfy the loan and mortgage. Adopted this 7 th day of January, 2019. President, James P. Francis Executive Director, Ryan Garcia

EDA Agenda Item Report Date: January 7, 2019 EDA Executive Director: 4-G Agenda Item: Approval of First Amendment to Contract for Private Redevelopment 150 3 rd Avenue South Action to be considered: Motion to approve Amendment No. 1 to Purchase Agreement with Witt and Sons, Inc. Overview: In July 2018, the EDA approved resolution 2018-16, Authorizing the sale and conveyance of property at 150 3 rd Avenue South to Witt & Sons as part of the Rediscover South St. Paul program. A Development Agreement between the EDA and Developer identified (among other things) that work on the construction of a single-family home was to begin by September 4, 2018, and to conclude within one year of commencement. As of January 1, 2019, the Developer has not yet begun construction. We have been in communication with the developer and they have requested additional time to commence construction. Staff is recommending an Amendment to the Agreement that adjusts the Commencement Date to no later than June 1, 2019 and the Completion Date to no later than October 31, 2019. The delay in commencement has been caused in part by a delayed closing for the buyer to line up financing and their ongoing difficulty in finding a builder. Staff is optimistic that the Developer is making progress towards commencing the project in early Spring 2019. We do not anticipate suggesting additional extensions, should the Developer be incapable of moving forward as quickly as possible this coming Spring. If that comes to pass, Staff would recommend we reclaim the property and market it for sale once again. Funding Sources and other fiscal considerations: N/A

FIRST AMENDMENT TO CONTRACT FOR PRIVATE REDEVELOPMENT This First Amendment to Contract for Private Redevelopment (the First Amendment or Amendment ) is entered into effective as of January 7, 2019, by and between SOUTH ST. PAUL ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic organized and existing under the laws of the State of Minnesota ( Seller ), and Witt and Sons, Inc., a Minnesota company ( Redeveloper ). RECITALS: Whereas, Seller and Redeveloper entered into a Contract for Private Redevelopment dated July 2, 2018 (as amended hereby, the Development Contract ), pursuant to which Seller agreed to sell to Redeveloper and Redeveloper agreed to purchase from Seller, the property described therein located in South St. Paul, Minnesota, in accordance with and subject to the terms and conditions of the Development Contract; and Whereas, Redeveloper and Seller now desire to extend the Commencement Date and Completion Date under the Development Contract on the terms and conditions hereinafter set forth. Accordingly, Seller and Redeveloper hereby agree as follows: 1. Capitalized Terms. Those capitalized terms that are used in this Amendment and are not defined herein shall have the meaning given to them in the Development Contract. 2. Extension of Commencement Date. The Commencement Date as defined in Section 4.3 of the Development Contract is hereby extended through June 1, 2019. 3. Extension of Completion Date. The Completion Date as defined in Section 4.3 of the Development Contract is hereby extended through October 31, 2019. 4. Entire Agreement. The Development Contract as amended by this First Amendment contains the entire agreement between the parties respecting the purchase, sale and redevelopment of the Property and supersedes all prior and contemporaneous understandings and agreements between the parties. 5. Successors and Assigns. Each provision of the Development Contract and this First Amendment shall extend to and shall bind and inure to the benefit of Redeveloper and Seller, and their respective successors and permitted assigns. 6. Counterparts. This First Amendment may be executed in counterparts, all of which, when taken together, shall constitute a fully executed instrument. Any signature to this First Amendment that is transmitted electronically shall be valid for all purposes and shall be binding upon the parties hereto.

7. Reaffirmation. Except as modified by this First Amendment, the Development Contract remains unchanged and in full force and effect. IN WITNESS WHEREOF, Seller and Redeveloper have executed this First Amendment to Development Contract to be effective as of the date first above written. SELLER: SOUTH ST. PAUL ECONOMIC DEVELOPMENT AUTHORITY By: Name: James P. Francis Its: President By: Name: Ryan Garcia Its: Executive Director REDEVELOPER: WITT AND SONS, INC. a Minnesota company By: Name: John Witt Its: President [Signature page to First Amendment to Development Contract]

EDA Agenda Item Report Date: January 7, 2019 EDA Executive Director: 6-A Agenda Item: Limited Temporary Lease Agreement for EDA-Owned Property (DeLacy Automotive) Action to be considered: Following discussion, motion to authorize execution of a limited temporary lease agreement for EDA- Owned Property on Concord Exchange South Overview: The business and property owner at 528 Concord Exchange South has requested permission to utilize EDA-Owned property directly north of their business for the purpose of supporting additional passenger vehicle parking and inventory space during special sales events. The business proposes no more than six (6) separate 8-12 day sales events (dates to be determined, at intervals of approximately every 6 weeks). The lessee would agree to provide for snow removal, cleanup, and security of the property through the time periods requested for each event, and will be required to provide insurance (naming the HRA as Additional Insured) prior to using the property. This business has leased the property for other sales events in the past without incident, and staff recommends approval of the request. The lessee is seeking approval of an Interim Use Permit for the use, and received a recommendation of approval from the Plan Commission on January 2, 2019. Funding Sources and other fiscal considerations: The lessee will provide advance payment of $500 per event prior to each event ATTACHMENTS - Orientation Map - Draft Agreement

6-A DELACY AUTO LIMITED TEMPORARY LEASE AREA Dakota Premium site Kwik Trip Kaposia Club Restaurant (2018) DeLacy Auto Lease Area Basemap Courtesy of Dakota County GIS Information accurate as of November 2018

City of South St. Paul Community Development January 7, 2019 Mr. Eric DeLacy DeLacy Automotive 528 Concord Exchange South South St. Paul, MN 55075 The South St. Paul Economic Development Authority ( EDA, and Lessor ) agrees to lease EDA-owned property located on the west side of Concord Exchange South, immediately north of your business property at 528 Concord Exchange South, to DeLacy Automotive, Inc. ( Lessee ) for the purpose of conducting not more than six separate sales events of not more than 14 consecutive calendar days in Calendar Year 2019. This Lease agreement will be subject to the approval and conditions of an Interim Use Permit granted by the City of South St. Paul. Each sales event will require the Lessee to pay to the Lessor a lease fee of $500.00 not less than ten days in advance of such sales event. Lessee shall be responsible for all snow removal, cleanup, and routine maintenance activities necessary to conduct each and every sales event. Lessee shall provide to Lessor a Certificate of Liability Insurance naming the EDA as an Additional Insured for general liability coverage not less than ten days in advance of each sales event. Lessor shall retain the right to terminate this agreement at any time by providing Lessor with a 30-day written notice. Accepted and Agreed by Lessee: DeLacy Automotive, Inc. Accepted and Agreed by Lessor: South St. Paul EDA Eric DeLacy, President Ryan Garcia, Executive Director Date Date 125 Third Avenue North South St. Paul, MN 55075 Phone (651)554-3270 Fax (651)554-3271 www.southstpaul.org

EDA Agenda Item Report Date: January 7, 2019 EDA Executive Director: 6-B Agenda Item: Election of Officers Action to be considered: Motion to elect officers. Overview: All members of the EDA are considered Commissioners and are members of the EDA Board. Per its Bylaws, the EDA Board has the following officers, which must be elected on an annual basis: President Vice-President Treasurer Assistant Treasurer Secretary The President and Treasurer positions are to be held by the Mayor (Bylaws Sections 2.2 and 2.4). The Secretary and Assistant Treasurer positions need not be held by a commissioner (Bylaws Section 2.1). The Bylaws (Section 2.5) also suggest that the Assistant Treasurer of the Board be the City s Finance Director. Thus, staff recommends that the EDA call for nominations for Vice-President in keeping with the EDA Bylaws, unless there is a desire to reassign the Secretary (currently Community Development Specialist Edie Kleinboehl) or Assistant Treasurer positions (currently Finance Director Michelle Pietrick). Funding Sources and other fiscal considerations: N/A