[PAGE 1] Richfield Housing and Redevelopment Authority Agenda March 16, 2026 -- 7:00 PM Richfield Municipal Center Council Chambers 6700 Portland Avenue South 1. Call to Order a. Brett Stursa Oath of Office b. Election of officers for the Richfield Housing and Redevelopment Authority. 2. Roll Call 3. Open Forum a. Participants can share their comments in person, by voicemail, or email, and may also request to participate virtually. For more information on submitting comments, refer to the Housing and Redevelopment Authority Agenda and Minutes page on the City's Website. 4. Approval of the Agenda 5. Approval of Minutes a. Approval of the minutes of the 1) Joint Housing and Redevelopment Authority and City Council Work Session of February 17, 2026; and 2) the Regular Housing and Redevelopment Authority Meeting of February 17, 2026. 6. Presentations 7. Consent Calendar Consent Calendar contains several separate items, which are acted upon by the Housing Redevelopment Authority in one motion. Once the Consent Calendar has been approved, the individual items and recommended actions have also been approved. No further HRA action on these items is necessary. However, any HRA Commissioner may request that an item be removed from the Consent Calendar and placed on the regular agenda for discussion and action. All items listed on the Consent Calendar are recommended for approval. a. Consideration of an amendment to the Professional Services Agreement with VEAP to provide an additional $50,000 in Local Affordable Housing Aid funding for emergency rental assistance and the related navigation and servicing of the program. b. Consideration of amended and restated Local Housing Incentive Account Subgrant Agreements with Home Source, Inc. and Woodlawn Terrace Cooperative adjusting the funding amounts, outcomes, and deadline for the creation of new affordable housing opportunities in Woodlawn Terrace. c. Consider the adoption of a resolution amending the Bylaws of the Housing and Redevelopment Authority to adjust the order of operations. d. Consider resolutions designating official depositories for the Housing and Redevelopment Authority for 2026, including the approval of collateral. 8. Consideration of Items, if Any Removed From Consent Calendar 9. Public Hearings 10. Resolutions 11. Other Business 12. Executive Director’s Report 13. HRA Discussion Items 14. Approval of Claims 15. Adjournment Auxiliary aids for individuals with accessibility needs are available upon request. Requests must be made at least 96 hours in advance to the City Clerk at 612-861-9739. Includes Materials - Materials relating to these agenda items can be found in the HRA agenda packet located by the entrance. The complete HRA agenda packet is available electronically on the City of Richfield’s website. Page 1 of 83 [PAGE 2] Housing and Redevelopment Authority Meeting 3/16/2026 Agenda Section: Call to Order Agenda Item: 1.b. Report Prepared By: LaTonia DuBois, Administrative Assistant Department Director: Melissa Poehlman, Community Development Director Item for Consideration: Election of officers for the Richfield Housing and Redevelopment Authority. EXECUTIVE SUMMARY The Bylaws of the Richfield Housing and Redevelopment Authority (HRA) provide that the HRA hold an annual meeting in March. The Bylaws further provide that the Chair, Vice Chair, and Secretary of the HRA be elected at this meeting. Officers for 2025 were: Erin Vrieze Daniels, Chair Gordon Hanson, Vice Chair Sean Hayford Oleary, Secretary RECOMMENDED ACTION By Motion: Elect officers for the Richfield Housing and Redevelopment Authority for 2026. HISTORICAL CONTEXT Provided in the Executive Summary. EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS N/A POLICIES (RESOLUTIONS, ORDINANCES, REGULATIONS, STATUTES, ETC.) The HRA Bylaws provide for the election of officers. CRITICAL TIMING ISSUES The HRA Bylaws require that an election of officers be held at the annual meeting in March. FINANCIAL IMPACT N/A LEGAL CONSIDERATIONS N/A Page 2 of 83 [PAGE 3] ALTERNATIVE RECOMMENDATION(S) None. ATTACHMENTS None Page 3 of 83 [PAGE 4] HOUSING AND REDEVELOPMENT AUTHORITY MEETING MINUTES Richfield, Minnesota Joint HRA and Council Work Session Meeting February 17, 2026 ITEM #1 CALL TO ORDER Acting Chair Hanson called the meeting to order at 6:00 p.m. in the Council Chambers. HRA Present: Gordon Hanson, Acting Chair; Mary Supple; Sean Hayford Oleary; and John Young. HRA Absent: Erin Vrieze Daniels, Chair. Council Present: Walter Burk; Rori Coleman-Woods. Mayor Supple and Council Member Hayford Oleary sit as members of the Housing and Redevelopment Authority. Staff Present: Katie Rodriguez, City Manager; Melissa Poehlman, Executive Director; Julie Urban, Assistant Community Development Director; and Michelle Friedrich, City Clerk. Guest(s): Brett Stursa ITEM #2 ITEM DISCUSSION a. Discuss 4d(1) tax classification impacts and possible policy. Acting Chair Hanson introduced Assistant Community Development Director Urban. Assistant Community Development Director Urban presented an overview of the 4d(1) property tax classification, including eligibility requirements, impacts on the Minnesota property tax system, and how the program can support affordable housing preservation. She explained the Minnesota property tax system and demonstrated the potential tax impact of 4d(1) status, noting it provides tax savings to property owners while shifting tax capacity to other taxpayers. Assistant Community Development Director Urban reviewed examples of how the tool could support preservation of Naturally Occurring Affordable Housing (NOAH), current impacts of 4d(1) status in Richfield, and potential broader impacts if applied to additional properties. Assistant Community Development Director Urban also compared the use of 4d(1) classification and Tax Increment Financing (TIF) through hypothetical development scenarios, highlighting trade-offs between affordability and long-term tax revenue. Council and HRA members discussed priorities, administrative considerations, taxpayer impacts, TIF versus 4d(1) in supporting affordable housing, and limiting expanded use of 4d(1) due to potential tax burden and service cost concerns. Staff were provided direction and will follow up with additional information and questions for Council consideration. Page 4 of 83 [PAGE 5] HRA Meeting Minutes February 17, 2026 ITEM #3 ADJOURNMENT This meeting was adjourned by unanimous consent at 6:53 p.m. Date Approved: March 16, 2026 Gordon Hanson HRA Acting Chair Michelle Friedrich Melissa Poehlman City Clerk Executive Director Page 5 of 83 [PAGE 6] HRA Meeting Minutes February 17, 2026 HOUSING AND REDEVELOPMENT AUTHORITY MEETING MINUTES Richfield, Minnesota Regular Meeting February 17, 2026 1. CALL TO ORDER Chair Vrieze Daniels called the meeting to order at 7:00 p.m. in the Council Chambers. 2. ROLL CALL HRA Present: Erin Vrieze Daniels, Chair; Gordon Hanson; John Young; Mary Supple; Sean Hayford Oleary. Staff Present: Melissa Poehlman, Executive Director; Julie Urban, Assistant Community Development Director; Jan Youngquist, Economic Development Manager; and Michelle Friedrich, City Clerk. 3. OPEN FORUM Chair Vrieze Daniels gave instructions on how to participate in the open forum. No residents participated. 4. APPROVAL OF THE AGENDA MOTION: made by Young, seconded by Hanson to approve the agenda as presented. Motion carried:5-0 5. APPROVAL OF THE MINUTES MOTION: made by Supple, seconded by Hayford Oleary to approve the minutes of the Housing and Redevelopment Authority meeting Minutes of (1) HRA Work Session from January 20, 2026, and (2) HRA Minutes from January 20, 2026, as presented. Motion carried: 5-0 6. PRESENTATION 1 of 4 Page 6 of 83 [PAGE 7] HRA Meeting Minutes February 17, 2026 a. 2025 HRA/EDA Year in Review Executive Director Poehlman presented the 2025 Housing and Redevelopment Authority and Economic Development Authority Year in Review, highlighting key housing and economic development accomplishments. Executive Director Poehlman recognized staff for their work and thanked Chair Vrieze Daniels for her years of leadership and service. 7. CONSENT CALENDAR None. 8. CONSIDERATION OF ITEMS, IF ANY, REMOVED FROM THE CONSENT CALENDAR None. 9. PUBLIC HEARINGS None. 10. RESOLUTION(S) a. Consideration of a resolution authorizing the execution of a Developer Agreement with the West Hennepin Affordable Housing Land Trust, dba Homes Within Reach, for the acquisition, rehabilitation and sale of houses under the New Home Program. Assistant Community Development Director Urban presented a request to approve a Developer Agreement with West Hennepin Affordable Housing Land Trust (dba Homes Within Reach), under the HRA’s New Home Program, which supports affordable homeownership through new construction, acquisition and rehabilitation, and down payment assistance. Assistant Community Development Director Urban noted the agreement provides $240,000 in HRA funding to Homes Within Reach to acquire, rehabilitate, and resell at least three single-family homes to households earning no more than 80% of the area median income. Assistant Community Development Director Urban explained funding sources include the HRA Affordable Housing Trust Fund, which includes funds from last year’s state matching grant program, and funding from potential Community Development Block Grant funds. RESOLUTION 1522 APPROVING DEVELOPER AGREEMENT WITH WEST HENNEPIN AFFORDABLE HOUSING LAND TRUST DBA HOMES WITHIN REACH MOTION: made by Supple, seconded by Young to adopt a resolution approving a Developer Agreement with West Hennepin Affordable Housing Land Trust dba Homes Within Reach for the acquisition, rehabilitation, and sale of at least three houses under the HRA New Home Program. Motion carried: 5-0 2 of 4 Page 7 of 83 [PAGE 8] HRA Meeting Minutes February 17, 2026 11. OTHER BUSINESS a. Consideration of a resolution authorizing the Executive Director to execute a Contract for Demolition with Harkness Excavating for the demolition of 6804 14th Avenue South. Assistant Community Development Director Urban presented a request to demolish structures at 6804 14th Avenue South, a substandard property acquired by the HRA in 2025 with the intent for future redevelopment through the Richfield Rediscovered program. Assistant Community Development Director Urban explained due to significantly higher costs for deconstruction, staff recommended full demolition by Harkness Excavating. HRA Commissioners and staff discussed the higher cost of deconstruction compared to demolition, with staff noting increased labor costs, limited competition, and the poor condition of the property with little salvageable material. HRA Commissioners noted proceeding with demolition while balancing sustainability goals and financial responsibility. RESOLUTION 1523 AUTHORIZING DEMOLITION OF REAL PROPERTY LOCATED AT 6804 14TH AVENUE SOUTH MOTION: made by Supple, seconded by Hayford Oleary to adopt a resolution authorizing Executive Director Poehlman to execute a Contract with Harkness Excavating for full demolition of all structures located at 6804 14th Avenue South. Motion carried: 5-0 12. EXECUTIVE DIRECTOR REPORT Executive Director Poehlman reported progress on the Bring It Home program after receiving a state housing voucher grant. She noted staff are preparing a webinar to educate landlords about the program and encourage participation, with the goal of opening the waiting list in May. Executive Director Poehlman reported staff are also partnering with the County on the School to Housing program to receive referrals from schools and prioritize assistance for families with the greatest housing needs. 13. HRA DISCUSSION ITEMS HRA Commissioners asked for a brief update on the Volunteers Enlisted to Assist People (VEAP) emergency rental assistance program. Executive Director Poehlman provided an update on the VEAP emergency rental assistance program, noting that the HRA committed $50,000 last month to support residents affected by Operation Metro Surge. She explained currently, $12,000 had been spent, with several applications still in process. Executive Director Poehlman noted staff continue to monitor the funds, coordinate with VEAP, and communicate with landlords to anticipate future needs, with the possibility of requesting additional funding next month. 14. APPROVAL OF CLAIMS MOTION: made by Hanson, seconded by Supple, to approve claims: 3 of 4 Page 8 of 83 [PAGE 9] HRA Meeting Minutes February 17, 2026 U.S. BANK 2/17/2026 HRA Checks #37353-37373 $104,475.10 Section 8 Checks# 137478-137558 $262,867.84 TOTAL: $367,342.94 Motion carried: 5-0 15. ADJOURNMENT This meeting was adjourned by unanimous consent at 7:32 p.m. Date Approved: March 16, 2026 Erin Vrieze Daniels HRA Chair Michelle Friedrich Melissa Poehlman City Clerk Executive Director 4 of 4 Page 9 of 83 [PAGE 10] Housing and Redevelopment Authority Meeting 3/16/2026 Agenda Section: Consent Calendar Agenda Item: 7.a. Report Prepared By: Julie Urban, Assistant Community Development Director Department Director: Melissa Poehlman, Community Development Director Item for Consideration: Consideration of an amendment to the Professional Services Agreement with VEAP to provide an additional $50,000 in Local Affordable Housing Aid funding for emergency rental assistance and the related navigation and servicing of the program. EXECUTIVE SUMMARY On January 20, 2026, the Housing and Redevelopment Authority (HRA) approved a Professional Services Agreement with VEAP to provide emergency rental assistance to renter households earning no more than 50% of the Area Median Income (AMI). The HRA committed $50,000 in Local Affordable Housing Aid (LAHA) to VEAP, $7,500 of which could be used for the navigation and support services needed to provide the assistance. VEAP has seen an increase in the need for rental assistance related to Operation Metro Surge and, as of March 3, had spent $36,115.41 of the funds on rental assistance for 15 households as well as the $7,500 allocated for navigation and support. VEAP is seeking an additional $50,000 in funding to continue providing assistance. With the funds remaining from the original Agreement and the additional funds, VEAP will likely serve an additional 18–22 households. RECOMMENDED ACTION By Motion: Approve an amendment to the Professional Services Agreement with VEAP to provide an additional $50,000 in Local Affordable Housing Aid funding for emergency rental assistance and the related navigation and servicing of the program. HISTORICAL CONTEXT On January 20, 2026, the HRA approved a contract with VEAP to provide emergency rental assistance to Richfield residents and as of March 3rd, VEAP had expended 88% of the funds. Given the increased demand for rental assistance due to the Operation Metro Surge, VEAP is requesting an additional $50,000 to continue to address the significant need for assistance. EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS • Providing temporary rental assistance to households with low incomes provides housing stability and helps to maintain Richfield as an affordable place to live. Page 10 of 83 [PAGE 11] • A significant percentage of Richfield renters are households of color, and ensuring housing stability reduces racial inequities and helps all residents to thrive. Typically, 47% of the households VEAP assists are Latine and from other immigrant communities. POLICIES (RESOLUTIONS, ORDINANCES, REGULATIONS, STATUTES, ETC.) • LAHA is funding collected through a metro-area sales tax and allocated to cities, counties and Tribal Nations to develop and preserve affordable housing. Eligible uses for the funds include emergency rental assistance, financial support to non- profit housing providers, financing for the construction and rehabilitation of affordable housing, and funding for housing supportive services. Richfield received a total of $877,465.49 in LAHA in 2024 and 2025. • Funds can be spent on rental housing serving households earning up to 80% of the AMI; however, priority is to be given to households earning less than 50% of the AMI. CRITICAL TIMING ISSUES • Execution of an amendment to the Agreement will allow VEAP to continue serving Richfield residents with emergency rental assistance. FINANCIAL IMPACT • The HRA has spent approximately $185,000 in LAHA to-date, has committed an additional $450,000 to existing and potential new program(s) in the 2026 budget (including the original $50,000), leaving approximately $242,000 in LAHA funds available to commit. Additional funds are expected in 2026. • The Amendment would provide an additional $50,000 in LAHA funds to VEAP with $5,000 for navigation and support services. LEGAL CONSIDERATIONS • Emergency rental assistance and "navigation and services" related to providing that assistance are eligible uses of LAHA funds. ALTERNATIVE RECOMMENDATION(S) 1. Decide not to award an additional $50,000 to VEAP for emergency rental assistance. 2. Decide to award a different amount of funding to VEAP. ATTACHMENTS 1. VEAP LAHA Agreement AMENDMENT 1 Page 11 of 83 [PAGE 12] AMENDMENT TO PROFFESSIONAL SERVICES AGREEMENT This Amendment to Professional Services Agreement (the “Amendment”) is entered into on this ____ day of ___________, 2026, by and between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA, a body politic and corporate under the laws of the State of Minnesota ("HRA"), and VEAP, INC., a Minnesota nonprofit corporation ("Contractor"). The Original Agreement, as amended by this Amendment is referred to herein as the “Agreement,” WITNESSETH: WHEREAS, pursuant to the Original Agreement approved by the HRA on the 20th day of January, 2026, the HRA agreed to provide $50,000 in assistance to the Contractor for emergency rental assistance to individuals as provided under Minn. Stat. 477A.35, subd. 4(a)(1) and for the cost of navigation and supports; and WHEREAS, as of March 3, 2026, the Contractor has expended $36,115.41 to provide limited emergency rent assistance and $7,500 in navigation and supports to help maintain housing stability and prevent homelessness to 15 households; WHEREAS, the Contractor is seeing additional need for the assistance and is therefore requesting an additional $45,000 to continue providing assistance to individuals and an additional $5,000 for navigation and supports for total additional funds in the amount of $50,000; WHEREAS, the parties wish to amend the Agreement as hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises and covenants herein, parties do hereby agree that the Agreement is amended as follows: 1. Amendment to Item 1: FUNDS. The amount of the payment is increased $50,000 for a total payment not to exceed $100,000. 2. Amendment to Item 2: ELIGIBILITY CRITERIA. Twelve and-a-half percent of the total Funds (up to $12,500) may be used for the navigation and servicing of this program. 3. Confirmation of Agreement. Except as specifically amended herein, the Agreement is hereby ratified and confirmed and remains in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment by its duly authorized officers as of the day and year first above written. 1 Page 12 of 83 [PAGE 13] HOUSING AND REDEVELOPMENT AUTHORITY VEAP, INC. IN AND FOR THE CITY OF RICHFIELD (HRA) (CONTRACTOR) By: ___________________________________ By: __________________________ Name: Name: Kari Thompson Title: Chair Title: Executive Director By: ___________________________________ Name: Melissa Poehlman Title: Executive Director 2 Page 13 of 83 [PAGE 14] Housing and Redevelopment Authority Meeting 3/16/2026 Agenda Section: Consent Calendar Agenda Item: 7.b. Report Prepared By: Julie Urban, Assistant Community Development Director Department Director: Melissa Poehlman, Community Development Director Item for Consideration: Consideration of amended and restated Local Housing Incentive Account Subgrant Agreements with Home Source, Inc. and Woodlawn Terrace Cooperative adjusting the funding amounts, outcomes, and deadline for the creation of new affordable housing opportunities in Woodlawn Terrace. EXECUTIVE SUMMARY In 2023, the Housing and Redevelopment Authority received a $192,000 Local Housing Incentives Account (LHIA) grant on behalf of Woodlawn Terrace Cooperative (7421 Lyndale Avenue) to create new housing opportunities within the community. Woodlawn Terrace Cooperative (WTC) works in cooperation with Home Source, Inc. (Home Source) to bring in new, two and three-bedroom units into the community, and the grant provides funding to fill the affordability gap and make the three-bedroom units affordable to households earning no more than 80% of the Area Median Income (AMI). The grant covers WTC's costs to demolish abandoned units and prepare lots for new homes (e.g., tree removal, crowning the lot, upgrading utilities). Additional funds are paid to Home Source to reduce the price of the unit to an amount affordable to an income-qualified buyer (affordability gap). Subgrantee Agreements (Agreements) were executed with both entities in 2024 and since then, actual costs have been refined, which necessitates adjusting the dollar amounts in each Agreement. The amended and restated Agreements make the following adjustments: • WTC is eligible for up to $28,250 in grant funds (down from $120,750); • Home Source is eligible for up to $168,750 (up from $71,250); • A minimum of three, three-bedroom units must be sold affordably under the grant and up to four additional two and/or three-bedroom units could be sold affordably as funds allow; and • The grant deadline is extended to December 31, 2026. RECOMMENDED ACTION By Motion: Approve the amended and restated Local Housing Incentive Account Subgrant Agreements with Home Source, Inc. and Woodlawn Terrace Cooperative adjusting funding amounts and outcomes and extending the deadline for use of the funds; and authorizing the Chair and Executive Director to execute the Agreements. Page 14 of 83 [PAGE 15] HISTORICAL CONTEXT Residents of the Woodlawn Terrace manufactured home community formed a cooperative and purchased the community in 2021. The Housing and Redevelopment Authority (HRA) has provided funds to the community for utility upgrades, rehabilitation of permanent structures, and applied for LHIA funds on WTC's behalf to bring in new units to the community and make them affordable to income-qualified buyers. EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS • The HRA's support of WTC preserves existing and creates new affordable housing, consistent with the Strategic Plan goal to maintain Richfield as an affordable place to live. • Home Source and WTC have successfully marketed the program to communities that have historically faced barriers to accessing the homeownership market. POLICIES (RESOLUTIONS, ORDINANCES, REGULATIONS, STATUTES, ETC.) The HRA is required to be in compliance with the LHIA Program guidelines. The Agreements ensure that any Subgrantee the HRA gives funds to is also in compliance with the guidelines. CRITICAL TIMING ISSUES • Home Source has sold two homes using the grant. The funding amounts in the Agreements need to be adjusted before any additional homes can be sold under the program. • The amended and restated Agreements extend the deadline for spending the grant to December 31, 2026. That extension has been approved by the Metropolitan Council. FINANCIAL IMPACT • Of the $192,000 grant awarded to the HRA, a total of $111,250 remains to be spent ($16,250 for WTC and $95,000 for Home Source). • WTC was able to obtain additional grant funding for lot preparation expenses and does not need the original funding amount, which frees up funding to support additional affordable units. LEGAL CONSIDERATIONS • The Agreements were prepared by the HRA Attorney. • Both Subgrantees are subject to the requirements of the LHIA grant. ALTERNATIVE RECOMMENDATION(S) Decide not to amend the Agreements. ATTACHMENTS 1. WLT Cooperative LHIA Sub-grant Agreement AMENDED AND RESTATED Page 15 of 83 [PAGE 16] 2. Home Source LHIA Sub-grant Agreement AMENDED AND RESTATED Page 16 of 83 [PAGE 17] AMENDED AND RESTATED SUB-GRANT AGREEMENT (Metropolitan Council Livable Communities Act Grant – Local Housing Incentives Account – Affordable Homeownership Grant Program) THIS SUB-GRANT AGREEMENT (the “Agreement”) is made as of this ___ day of _____________, 2026 (the “Effective Date”), between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA, a public body corporate and politic of the State of Minnesota (the “Grantee”), and WOODLAWN TERRACE COOPERATIVE, a Minnesota nonprofit cooperative (the “Sub-Grantee”). WHEREAS, the Grantee and Metropolitan Council entered into the Metropolitan Livable Communities Act Grant Agreement, effective as of January 25, 2023 (the “Grant Agreement”), a copy of which is attached hereto as EXHIBIT A and is incorporated herein and made part of this Agreement; and WHEREAS, the Grant Agreement provides that Metropolitan Council is to grant to the Grantee a sum not to exceed $192,000, a portion of which funds in the amount of up to $28,250 shall be used to reimburse the Sub-Grantee for tree removal, lot crowning, and demolition costs incurred in preparation for the creation of at least three new three-bedroom housing units and up to an additional four two- and/or three-bedroom units to be sold to households with incomes of no more than eighty percent (80%) of the area median income (the “Project”) on the property legally described in EXHIBIT B attached hereto (the “Property”); and WHEREAS, the remainder of the funds derived from the Grant in the amount of up to $163,750 will be provided to Home Source Inc., a Minnesota corporation, pursuant to a separate Sub-Grant Agreement to reimburse Home Source Inc. for site preparation hard costs, including lot prep, utility connections, and other related costs; and WHEREAS, the Grantee and the Sub-Grantee have agreed for the Sub-Grantee to assume certain duties and responsibilities of the Grantee under the Grant Agreement in consideration of receiving funds provided for in the Grant Agreement and subject to the terms, conditions, and limitations set forth therein. NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein, the parties hereto covenant and agree as follows: 1. Grant Funds. The Grantee will distribute funds received under the Grant Agreement upon the continuing compliance by the Sub-Grantee with its obligations hereunder. The Sub-Grantee shall use the grant proceeds which are being provided by the Grantee under this Agreement solely for the Project, as further specified within the Livable Communities Project Summary (attached to the Grant Agreement). The grant proceeds shall not be used for any ineligible uses as described in the Grant Agreement. The Sub-Grantee understands and agrees that any reduction or termination of Local Housing Incentives Account funds made available to Metropolitan Council from the Local Housing Incentives Account of the Metropolitan Livable Communities Fund may result in a like reduction in the amount of the grant proceeds that will be made available to the Sub-Grantee pursuant to this Agreement. Pursuant to Section 2.08 of the Grant Agreement, the parties agree that none of the grant funds may be made available to any subgrantee or subrecipient without the prior written consent of Metropolitan Council. 2. Grantee’s Obligations. The Grantee will be responsible for reimbursing the Sub-Grantee for the costs of tree removal, crowning, and demolition (the “Activities”) up to a total amount not to exceed $28,250, which will be funded from the grant proceeds received from Metropolitan Council. The Grantee will disburse funds to the Sub-Grantee pursuant to this Agreement and the Grant Agreement, based upon reimbursement requests submitted by the Sub-Grantee and reviewed and approved by the Grantee and Metropolitan Council. Reimbursement requests must be accompanied by all information and Page 17 of 83 [PAGE 18] documentation needed by the Grantee pursuant to Section 2.12 of the Grant Agreement to submit a payment request form to Metropolitan Council. In order to ensure that all funds are drawn prior to the expiration of the grant, all payment requests must be received by the Grantee at least 60 days prior to the grant-term amended expiration date of December 31, 2026, unless extended by the Grantee in writing, otherwise any unrequested funds will be lost. The Grantee shall have no obligation to disburse any of these funds if, at the time of disbursement, the Sub-Grantee is in default under any of the terms of this Agreement. 3. Sub-Grantee’s Obligations. The Sub-Grantee shall perform and satisfy certain obligations of the Grantee under the Grant Agreement. Specifically, but without limiting the foregoing, the Sub-Grantee must perform all the following with respect to the Activities and in satisfaction of the Grant Agreement obligations: a. The Sub-Grantee will be responsible for performing all of the activities on the Property set forth in the Livable Communities Project Summary that is attached to the Grant Agreement (the “Activities”). All Activities provided by the Sub-Grantee under this Agreement must be performed to the reasonable satisfaction of the Grantee and Metropolitan Council and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. The Sub-Grantee will not receive payment for Activities found by the Grantee or Metropolitan Council to be reasonably unsatisfactory or performed in violation of federal, state, or local law. b. The Sub-Grantee will comply with all requirements and conditions of the Grant Agreement applicable to the Activities that, by their nature, must be performed by Sub-Grantee rather than Grantee and that are conditions of award of funds under the Grant Agreement. c. The Sub-Grantee must take all other actions as are needed to ensure compliance with the Grant Agreement and provide such information and assistance to the Grantee as may reasonably be needed to ensure the Grantee can comply with the requirements of the Grant Agreement that, by their nature, must be performed by the Grantee rather than the Sub-Grantee. d. In order to permit the Grantee and Metropolitan Council to monitor compliance with this Agreement, the Sub-Grantee shall permit any person that the Grantee or Metropolitan Council designates, at the expense of the Grantee or Metropolitan Council, to visit and inspect the Property, corporate books and financial records and documents of the Sub-Grantee as relevant to receipt and expenditure of the grant funds or this Agreement and to discuss its affairs, finances, and accounts (as they relate to receipt and expenditure of the grant funds or this Agreement) with the principal officers of Sub-Grantee, all at such reasonable times and as often as the Grantee or Metropolitan Council may reasonably request during the term of this Agreement and for a period of six (6) years after the termination of this Agreement. e. The Sub-Grantee will not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, membership or activity in a local civil rights commission, disability, sexual orientation or age and will take affirmative action to insure applicants and employees are treated equally with respect to all aspects of employment, rates of pay and other forms of compensation, and selection for training. 2 Page 18 of 83 [PAGE 19] f. If the Sub-Grantee earns any interest or other income from the grant funds received from the Grantee under this Agreement, the Sub-Grantee must use the interest earnings or income only for the purposes of implementing the Activities. g. Pursuant to Section 3.01 of the Grant Agreement, because the Project includes affordable housing units, the Grantee is required to ensure that said housing units will remain “affordable,” as that term is defined in the Grant Agreement, for a minimum period of fifteen (15) years. Said obligation may be satisfied if other Project funding sources require an affordability term of at least fifteen (15) years. If at any point it is determined that the Sub-Grantee is not participating in said program or in another state or federal program that will ensure such affordability for the period required via formal instrument, or if there is any other reason to believe that there are no instruments in place to ensure the same, as required in the Grant Agreement, the Sub-Grantee agrees that it will execute any instruments to ensure such affordability, in a form that meets the Grantee’s satisfaction. A failure to adhere to this subsection may result , at Grantee’s request, in the Sub-Grantee being required to pay back grant funds received pursuant to this Agreement. h. Pursuant to Section 3.02 of the Grant Agreement, the Sub-Grantee agrees and acknowledges that it, as the Project owner, must adopt and implement an affirmative fair housing marketing plan for all housing units within the Project. To that end, the Sub- Grantee agrees that before it will be eligible for any grant funds under the terms of this Agreement, it shall adopt and implement such a plan, which shall substantially conform to affirmative fair housing marketing plans published by the U.S. Department of Housing and Urban Development (“HUD”) or sample affirmative fair housing marketing plans published by the Minnesota Housing Finance Agency. Such plan shall be made available to Grantee upon its request. A failure to adhere to this subsection may result, at the Grantee’s request, in the Sub-Grantee being required to pay back grant funds received pursuant to this Agreement. 4. Ownership and Condition of the Property. The Sub-Grantee makes the following representations: a. It is the owner of the Property in fee simple. b. To the best of the Sub-Grantee’s knowledge, the Property does not violate any applicable federal, state, or local law, ordinance, or regulation. c. There are no actions, suits, or proceedings pending, at law or in equity, or to the knowledge of the Sub-Grantee threatened, against or affecting it or the Property, and the Sub-Grantee is not in default with respect to any order, writ, injunction, decree, or demand of any court or any governmental authority. d. The consummation of this transaction and performance of the Sub-Grantee’s obligations under this Agreement will not result in any breach of, or constitute a default under any mortgage, deed of trust, lease, bank loan, or credit agreement, partnership agreement, or other instrument which affects the Sub-Grantee, or to which the Sub-Grantee is a party. e. It has not used the Property in connection with the generation, disposal, storage, treatment, or transportation of hazardous substances and that the Property will not be so used during the term of this Agreement by the Sub-Grantee, its agents, tenants, or assigns, except in 3 Page 19 of 83 [PAGE 20] compliance with a Minnesota Pollution Control Agency (“MPCA”) approved Development Response Action Plan. f. It has obtained or caused its contractors and/or affiliates to obtain, all the insurance described in Section 5 hereof and such policies of insurance are in full force and effect as of the date of this Agreement. g. The individual(s) signing this Agreement on behalf of the Sub-Grantee are duly authorized to execute this Agreement on the Sub-Grantee’s behalf. 5. Affirmative Covenants. The Sub-Grantee hereby covenants and agrees that it shall: a. Insurance. i. Purchase and maintain such insurance, or cause its contractors and/or affiliates to purchase and maintain such insurance, as will protect it from claims which may arise out of, or result from, the Activities completed under this Agreement, whether such operations be by the Sub-Grantee or by any subcontractor, or by anyone directly employed by them, or by anyone for whose acts any one of them may be liable. ii. For the term of this Agreement and in connection with the Activities completed pursuant to this Agreement, secure the following coverages and comply with all provisions noted, or cause its contractors and/or affiliates to secure, the following coverages and comply with all provisions noted. Upon written request by Grantee, during the term of this Agreement, the Sub-Grantee will provide certificates of insurance evidencing current coverages. Commercial General Liability Insurance: $1,500,000 per occurrence $2,000,000 general aggregate $2,000,000 products/completed operations total limit $1,000,000 personal injury and advertising injury This policy shall be written on an occurrence basis using ISO form CG 00 01 or its equivalent. The Sub-Grantee represents that there is no per claim limit under the Sub-Grantee’s occurrence-based policy. Coverage shall include contractual liability and XCU. Notwithstanding the foregoing, the Sub-Grantee will obtain, or cause its contractor and/or affiliates to obtain completed operations coverage for three (3) years after substantial completion of the Activities. Upon written request by the Grantee, the Sub-Grantee is required to add, or to cause its contractors and/or affiliates to add, the Grantee and any specified officials, employees, volunteers, and agents as Additional Insureds to the Commercial General Liability and Umbrella policies fulfilling the requirements of this Agreement with respect to liabilities caused in whole or in part by the Sub-Grantee’s acts or omissions, or the acts or omissions of those acting on the Sub-Grantee’s behalf in the performance of the ongoing operations, services, and completed operations of the Sub-Grantee under this Agreement. The coverage provides shall be primary and non-contributory. 4 Page 20 of 83 [PAGE 21] Automobile Insurance: Coverage shall be provided for hired, non-owned, and owned automobiles. Minimum limits of $1,000,000 combined single limit. Workers’ Compensation and Employers’ Liability: Workers’ Compensation as required by Minnesota statutes. Employers’ Liability Limits: $500,000/$500,000/$500,000 Professional Liability/Errors and Omissions Coverage (if applicable): Per Claim Limit: $500,000 Per Occurrence Limit: $1,500,000 Aggregate Limit: $2,000,000 This policy is to be written as acceptable to the Grantee. Certificates of Insurance must indicate if the policy is issued on a claims-made or occurrence basis. If coverage is carried on a claims-made basis, then (1) the retroactive date shall be noted on the certificate and shall be prior to or the day of the inception of this Agreement; and (2) evidence of coverage shall be provided for three (3) years beyond expiration of this Agreement. iii. The Sub-Grantee shall provide the Grantee with prior notice of any lapse in the insurance required under this Agreement including cancellation, and/or non-renewal or material change in coverage. iv. The above sub-paragraphs establish minimum insurance requirements, and it is the sole responsibility of the Sub-Grantee to purchase and maintain, or cause its contractors and/or affiliates to purchase and maintain, additional coverages as the Sub-Grantee may deem necessary in connection with this Agreement. v. The Certificate of Insurance must demonstrate that the policy is issued pursuant to these requirements. Copies of insurance policies shall be submitted to the Grantee upon written request. vi. Certificates shall specifically indicate if the policy is written with an admitted or non-admitted carrier. Best’s Rating for the insurer shall be noted on the certificate and shall not be less than an A-. b. To the fullest extent permitted by law, the Sub-Grantee shall defend, indemnify, and hold harmless the Grantee and Metropolitan Council and their officials, employees, and agents from and against all claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from the conduct or implementation of the Activities funded by this Agreement, except to the extent the claims, damages, losses, and expenses arise from the own negligence of the Grantee or Metropolitan Council. Claims included in this indemnification include without limitation any claims asserted pursuant to the Minnesota Environmental Response and Liability Act (MERLA), Minnesota Statutes, Chapter 115B (CERCLA), as amended, United States Code Title 42, Section 9601 et seq., and the federal Resource Conservation and Recovery Act of 1976 (RCRA) as amended, 5 Page 21 of 83 [PAGE 22] United States Code Title 42, Sections 6901 et seq. This obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which otherwise would survive the expiration or termination of this Agreement. This indemnification shall not be construed as a waiver on the part of either the Grantee or Metropolitan Council of any immunities or limits on liability provided by Minnesota Statutes Chapter 466 or other applicable state or federal law. c. Promptly pay and discharge all taxes, assessments, and other governmental charges imposed upon it or upon its income and profits or upon the Property, and any and all claims for labor, material or supplies or rental charges or charges of any other kind which, if unpaid, might by law become a lien or charge upon the Property, provided, however, that the Sub-Grantee shall not be required to pay any such tax, assessment, charge or claim, if the Sub-Grantee is contesting the validity of such matters, in good faith, through appropriate proceedings, and the Sub-Grantee sets aside on its books adequate reserves for the payment of such claims. d. Maintain the Property in good repair, working order, and condition and from time to time, make or cause to be made all necessary renewals, replacements, and repairs so that at all times the Sub-Grantee’s business can be conducted efficiently. e. Establish and maintain accurate and complete accounts and records relating to the receipt and expenditure of all grant funds received from the Grantee. Notwithstanding the expiration and termination provisions of this Agreement, such accounts and records shall be kept and maintained by the Sub-Grantee for a period of six (6) years following the completion of the Activities for six (6) years following the expenditure of the grant funds, whichever occurs earlier. Accounting methods shall be in accordance with generally accepted accounting principles. f. The accounts and records of the Sub-Grantee shall be audited in the same manner as all other accounts and records of the Sub-Grantee are audited and may be audited or inspected on the Sub-Grantee’s premises or otherwise by individuals or organizations designated and authorized by the Grantee or Metropolitan Council at any time, following reasonable notification to the Sub-Grantee, for a period of six (6) years following the completion of the Activities or six (6) years following the expenditure of the grant funds, whichever occurs earlier. Pursuant to Minnesota Statutes, Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices of the Sub-Grantee that are relevant to this Agreement are subject to examination by the Grantee and Metropolitan Council and either the Legislative Auditor or the State Auditor, as appropriate, for a minimum of six (6) years. g. The Sub-Grantee shall include in any contract or subcontract for the Activities appropriate provisions to ensure contractor or subcontractor compliance with all applicable state and federal laws and this Agreement, including, but not limited to, federal and state laws relating to stormwater discharges (i.e., Code of Federal Regulations, Title 40, parts 122 and 123 and Metropolitan Council’s 2040 Water Resources Policy Plan and the local water management plan). Along with such provisions, the Sub-Grantee shall require that contractors and subcontractors performing activities covered by this grant obtain all required permits, licenses, and certifications, and comply with all applicable state and federal Occupational Safety and Health Act regulations. 6 Page 22 of 83 [PAGE 23] h. Construct the Project to meet all applicable local codes, rehabilitation standards, ordinances, and zoning regulations. The Grantee and Metropolitan Council assume no responsibility for obtaining any applicable local, state, or federal licenses, permits, bonds, authorizations, or approvals necessary to perform or complete the Activities. The Sub-Grantee and its contractors, if any, must comply with all applicable licensing, permitting, bonding, authorization, and approval requirements of federal, state, and local governmental and regulatory agencies, including conservation districts. i. Acknowledge the financial assistance provided by Metropolitan Council in promotional materials, press releases, reports and publications relating to the Activities which are funded in whole or in part with the grant funds. The acknowledgment must contain the following or comparable language: “Financing for this project was provided by the Metropolitan Council Metropolitan Livable Communities Fund.” Until the Activities are completed, the Sub-Grantee must ensure the above acknowledgment language, or alternative language approved by the authorized agent of Metropolitan Council, is included on all signs (if any) located on the Property or construction sites. The acknowledgments and signage should refer to “Metropolitan Council” (not “Met Council” or “Metro Council”). j. Provide the Grantee with all information that is needed by the Grantee to submit the required written progress reports and annual written reports required by Section 4.03 of the Grant Agreement. 6. Negative Covenants. The Sub-Grantee covenants and agrees that for the term of this Agreement, it will not: a. Merge or consolidate with or into any other entity. b. Default upon any contract or fail to pay any contract or fail to pay any of its debts or obligations as the same mature, subject to the applicable cure periods set forth in such a contract. c. Generate, dispose of, use, store, treat, or transport hazardous waste substances on, in, over or across the Property or allow the Sub-Grantee’s tenants to do so; provided, however, that Sub-Grantee may treat or remediate hazardous substances pursuant to an MPCA-approved Development Response Action Plan and the Sub-Grantee and its tenants may use, store, and transport hazardous substances on, over or across the Property as is reasonably necessary to the use of the Property as residential, commercial, or office property provided such use, storage, and transportation complies at all times with all applicable federal, state, and local statutes, codes, regulations, and ordinances. 7. Miscellaneous. a. All representations and warranties contained herein or made in writing by or on behalf of the Sub-Grantee in connection with the transactions contemplated hereby shall be made as of the Effective Date but survive the execution and delivery of this Agreement and the advances hereunder. All statements contained in any certificate or other instrument delivered by or on behalf of the Sub-Grantee pursuant thereto or in connection with the 7 Page 23 of 83 [PAGE 24] transactions contemplated hereby shall constitute representations and warranties by the Sub-Grantee. b. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties. c. No amendment, change, waiver, or modification of this Agreement shall be valid unless it is in a written document which Sub-Grantee, and the Grantee sign, and the Grantee’s waiver of any breach or default of any of the Sub-Grantee’s obligations, agreements, or covenants under this Agreement shall not be deemed to be a waiver of any subsequent breach of this Agreement, or any other obligation, agreement, or covenant. The Grantee’s forbearance in pursuing or enforcing a remedy for the Sub-Grantee’s breach of any of the obligations set forth in this Agreement shall not be deemed a waiver of the Grantee’s rights and remedies with respect to such breach. d. This Agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be an original, but all of which shall constitute one (1) agreement. e. This Agreement supersedes and has merged into all prior oral agreements between the Grantee and the Sub-Grantee regarding the Activities. f. Any notices required or contemplated hereunder shall be effective upon the placing thereof in the United States Mail, certified mail, return receipt requested, postage prepaid, and addressed as follows: To the Grantee: Housing and Redevelopment Authority in and for the City of Richfield, Minnesota 6700 Portland Avenue South Richfield, MN 55423 Attn: Executive Director To the Sub-Grantee: Woodlawn Terrace Cooperative 7421 Lyndale Avenue South Richfield, MN 55423 Attn: President g. This Agreement shall be interpreted and construed according to the laws of the State of Minnesota. All litigation regarding this Agreement shall be venued in the appropriate state or federal district court in Hennepin County, Minnesota. h. Neither party may assign or transfer its rights and obligations under this Agreement without the prior consent of the other party, provided that such party’s assignee or transferee assumes all obligations under this Agreement and the other party consents to the assignment in writing. Said agreement to assignment shall not unreasonably be withheld by the consenting party. 8. Relationship. It is agreed that nothing contained in this Agreement is intended or should be construed as creating the relationship of agents, partners, joint venturers, or associates between the parties hereto or as constituting the Sub-Grantee as the employee of the Grantee for any purpose or in any manner whatsoever. The Sub-Grantee is an independent contractor and neither it, nor its employees, agents, or representatives are employees of the Grantee. 8 Page 24 of 83 [PAGE 25] 9. MGDPA. All data collected, created, received, maintained or disseminated for any purpose in the course of the Sub-Grantee’s performance of this Agreement is governed by the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, and any other applicable state statutes, any state rules adopted to implement the Act and statutes, as well as federal statutes and regulations on data privacy. 10. Copyrights. The Sub-Grantee certifies that it (a) is the owner of any renderings, images, perspectives, sections, diagrams, photographs or other copyrightable materials (collectively “copyrightable materials”) that are in the grant application or submitted to the Grantee as part of the grant application process or that the Sub-Grantee is fully authorized to grant permissions regarding the copyrightable materials; and (b) the copyrightable materials do not infringe upon the copyrights of others. The Sub-Grantee agrees that the Grantee and Metropolitan Council have a non-exclusive royalty-free license and all necessary permissions to reproduce and publish the copyrightable materials for noncommercial purposes, including but not limited to press releases, presentations, reports and on the Internet. The Sub-Grantee also agrees that it will not hold the Grantee or Metropolitan Council responsible for the unauthorized use of the copyrightable materials by third parties. 11. Restrictions on Loans or Grants by Sub-Grantee. The Sub-Grantee shall not use the grant proceeds for loans or grants to any subrecipient at any tier unless the Sub-Grantee obtains the prior written consent of Metropolitan Council. 12. Business Subsidy Law. The Sub-Grantee must comply, if appropriate and applicable, with any “business subsidy” requirements of Minnesota Statutes, Sections 116J.993 to 116J.995, that apply to the Sub-Grantee’s expenditures or uses of the grant funds. The grant will be used for the creation of affordable housing and subsidies for affordable housing are exempt from the Business Subsidy Law. 13. Expiration and Termination. This Agreement shall automatically expire upon the expiration or termination of the Grant Agreement, or upon the satisfactory completion of all obligations hereunder, whichever occurs first (the “Expiration Date”), except that the obligations contained in Section 3(g) and (h) hereof shall survive any such expiration. This Agreement may be terminated by the Grantee for cause at any time upon fourteen (14) calendar days’ written notice to the Sub-Grantee. “For cause” shall mean a material breach of this Agreement and any amendments to this Agreement. If this Agreement is terminated prior to the Expiration Date, the Sub-Grantee shall receive payment on a pro rata basis for eligible Activities that have been completed prior to the termination. Termination of this Agreement does not alter the authority of the Grantee or Metropolitan Council to recover grant funds on the basis of a later audit or other review, and does not alter the Sub-Grantee’s obligation to return any grant funds due to the Grantee or Metropolitan Council as a result of later audits or corrections. If the Grantee or Metropolitan Council determines that the Sub-Grantee has failed to comply with the terms and conditions of this Agreement, the Grant Agreement, or the applicable provisions of Metropolitan Livable Communities Act, the Grantee may take any action to protect the interests of the Grantee or Metropolitan Council and may refuse to disburse additional grant funds and may require the Sub-Grantee to return all or part of the grant funds already disbursed. 14. Effect of Grant. Issuance of this grant neither implies any Grantee or Metropolitan Council responsibility for the condition of the Property nor imposes any obligation on the Grantee or Metropolitan Council to participate in any activities on the Property. By awarding grant funds to the Sub-Grantee for the Activities and executing this Agreement, the Grantee and Metropolitan Council assume no responsibility for (a) any damage to persons, property, or the environment caused by implementation of the Activities; or (b) determining whether intended uses of the Property identified in the grant application or potential future uses of the Property, including any residential uses, are suitable for the Property. 9 Page 25 of 83 [PAGE 26] IN WITNESS WHEREOF, the parties hereto have hereunto set their hands to this Sub-Grant Agreement as of the date and year first written above. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA By Its Chair By Its Executive Director S-1 Page 26 of 83 [PAGE 27] Execution page of the Sub-Grantee to the Sub-Grant Agreement, dated the date and year first written above. WOODLAWN TERRACE COOPERATIVE By Its President By Its Vice President S-2 Page 27 of 83 [PAGE 28] EXHIBIT A GRANT AGREEMENT A-1 Page 28 of 83 [PAGE 29] A-2 Page 29 of 83 [PAGE 30] A-3 Page 30 of 83 [PAGE 31] A-4 Page 31 of 83 [PAGE 32] A-5 Page 32 of 83 [PAGE 33] A-6 Page 33 of 83 [PAGE 34] A-7 Page 34 of 83 [PAGE 35] A-8 Page 35 of 83 [PAGE 36] A-9 Page 36 of 83 [PAGE 37] A-10 Page 37 of 83 [PAGE 38] A-11 Page 38 of 83 [PAGE 39] A-12 Page 39 of 83 [PAGE 40] A-13 Page 40 of 83 [PAGE 41] B-1 Page 41 of 83 [PAGE 42] B-2 Page 42 of 83 [PAGE 43] EXHIBIT B LEGAL DESCRIPTION OF THE PROPERTY The South five (5) acres of the North ten (10) acres and the North four feet (4') of the South twenty (20) acres of the North thirty (30) acres of the Northwest One Quarter of the Southwest One Quarter of Section 34, Township 28 North, Range 24, West of the Fourth Principal Meridian, except railroad right-of-way, Hennepin County, Minnesota. (Abstract Property) RC125-384 (JAE) 878466v1 B-3 Page 43 of 83 [PAGE 44] AMENDED AND RESTATED SUB-GRANT AGREEMENT (Metropolitan Council Livable Communities Act Grant – Local Housing Incentives Account – Affordable Homeownership Grant Program) THIS SUB-GRANT AGREEMENT (the “Agreement”) is made as of this ___ day of _____________, 2026 (the “Effective Date”), between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA, a public body corporate and politic of the State of Minnesota (the “Grantee”), and HOME SOURCE INC., a Minnesota corporation (the “Sub-Grantee”). WHEREAS, the Grantee and Metropolitan Council entered into the Metropolitan Livable Communities Act Grant Agreement, effective as of January 25, 2023 (the “Grant Agreement”), a copy of which is attached hereto as EXHIBIT A and is incorporated herein and made part of this Agreement; and WHEREAS, the Grant Agreement provides that Metropolitan Council is to grant to the Grantee a sum not to exceed $192,000, a portion of which funds in the amount of up to $168,750 shall be used to reimburse the Sub-Grantee for site preparation hard costs, including lot preparation, utility connections, transport, and other related costs, incurred in preparation of at least three new three-bedroom housing units and up to an additional four two- and three-bedroom units to be sold to households with incomes of no more than eighty percent (80%) of the area median income (the “Project”) on the property legally described in EXHIBIT B attached hereto (the “Property”); and WHEREAS, the remainder of the funds derived from the Grant in the amount of $28,250 will be provided to Woodlawn Terrace Cooperative, a Minnesota nonprofit cooperative, pursuant to a separate Sub-Grant Agreement to reimburse Woodlawn Terrace Cooperative for tree removal and demolition costs incurred in preparation for the Project; and WHEREAS, following completion of the Project, the Sub-Grantee will (a) sell the housing units for a commensurate reduced sale price; (b) sell the housing units to households earning no more than eighty percent (80%) of the area median income, as adjusted by household size; and (c) submit income documentation to staff of the Grantee, as more fully described herein; and WHEREAS, the Grantee and the Sub-Grantee have agreed for the Sub-Grantee to assume certain duties and responsibilities of the Grantee under the Grant Agreement in consideration of receiving funds provided for in the Grant Agreement and subject to the terms, conditions, and limitations set forth therein. NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein, the parties hereto covenant and agree as follows: 1. Grant Funds. The Grantee will distribute funds received under the Grant Agreement upon the continuing compliance by the Sub-Grantee with its obligations hereunder. The Sub-Grantee shall use the grant proceeds which are being provided by the Grantee under this Agreement solely for the Project, as further specified within the Livable Communities Project Summary (attached to the Grant Agreement). The grant proceeds shall not be used for any ineligible uses as described in the Grant Agreement. The Sub-Grantee understands and agrees that any reduction or termination of Local Housing Incentives Account funds made available to Metropolitan Council from the Local Housing Incentives Account of the Metropolitan Livable Communities Fund may result in a like reduction in the amount of the grant proceeds that will be made available to the Sub-Grantee pursuant to this Agreement. Pursuant to Section 2.08 of the Grant Agreement, the parties agree that none of the grant funds may be made available to any subgrantee or subrecipient without the prior written consent of Metropolitan Council. Page 44 of 83 [PAGE 45] 2. Grantee’s Obligations. The Grantee will be responsible for reimbursing the Sub-Grantee for the costs of performing site preparation, including crowning, utility connections, transport, and other related costs, incurred in preparation for three new three-bedroom housing units to be sold to households with incomes of no more than eighty percent (80%) of the area median income (the “Activities”) up to a total amount of $168,750, which will be funded from the grant proceeds received from Metropolitan Council. The Grantee will disburse funds to the Sub-Grantee pursuant to this Agreement and the Grant Agreement, based upon reimbursement requests submitted by the Sub-Grantee and reviewed and approved by the Grantee and Metropolitan Council. Reimbursement requests must be accompanied by all information and documentation needed by the Grantee pursuant to Section 2.12 of the Grant Agreement to submit a payment request form to Metropolitan Council. In order to ensure that all funds are drawn prior to the expiration of the grant, all payment requests must be received by the Grantee at least 60 days prior to the amended grant- term expiration date of December 31, 2026, unless extended by the Grantee in writing, otherwise any unrequested funds will be lost. The Grantee shall have no obligation to disburse any of these funds if, at the time of disbursement, the Sub-Grantee is in default under any of the terms of this Agreement. 3. Sub-Grantee’s Obligations. The Sub-Grantee shall perform and satisfy certain obligations of the Grantee under the Grant Agreement. Specifically, but without limiting the foregoing, the Sub-Grantee must perform all the following with respect to the Activities and in satisfaction of the Grant Agreement obligations: a. The Sub-Grantee is not the owner of the Property. The Sub-Grantee has been hired by the Owner of the Property to perform site preparation, including lot preparation, utility connections, and other related costs, incurred in preparation for three new three-bedroom housing units to be sold to households with incomes of no more than eighty percent (80%) of the area median income. All Activities provided by the Sub-Grantee under this Agreement must be performed to the reasonable satisfaction of the Grantee and Metropolitan Council and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. The Sub-Grantee will not receive payment for Activities found by the Grantee or Metropolitan Council to be reasonably unsatisfactory or performed in violation of federal, state, or local law. b. The Sub-Grantee will comply with all requirements and conditions of the Grant Agreement applicable to the Activities that, by their nature, must be performed by Sub-Grantee rather than Grantee and that are conditions of award of funds under the Grant Agreement. c. The Sub-Grantee must take all other actions as are needed to ensure compliance with the Grant Agreement and provide such information and assistance to the Grantee as may reasonably be needed to ensure the Grantee can comply with the requirements of the Grant Agreement that, by their nature, must be performed by the Grantee rather than the Sub-Grantee. d. In order to permit the Grantee and Metropolitan Council to monitor compliance with this Agreement, the Sub-Grantee shall permit any person that the Grantee or Metropolitan Council designates, at the expense of the Grantee or Metropolitan Council, to visit and inspect the Property, corporate books and financial records and documents of the Sub-Grantee as relevant to receipt and expenditure of the grant funds or this Agreement and to discuss its affairs, finances, and accounts (as they relate to receipt and expenditure of the grant funds or this Agreement) with the principal officers of Sub-Grantee, all at such reasonable times and as often as the Grantee or Metropolitan Council may reasonably request during the term of this Agreement and for a period of six (6) years after the termination of this Agreement. 2 Page 45 of 83 [PAGE 46] e. The Sub-Grantee will not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, membership or activity in a local civil rights commission, disability, sexual orientation or age and will take affirmative action to insure applicants and employees are treated equally with respect to all aspects of employment, rates of pay and other forms of compensation, and selection for training. f. If the Sub-Grantee earns any interest or other income from the grant funds received from the Grantee under this Agreement, the Sub-Grantee must use the interest earnings or income only for the purposes of implementing the Activities. g. Pursuant to Section 3.01 of the Grant Agreement, because the Project includes affordable housing units, the Grantee is required to ensure that said housing units will remain “affordable,” as that term is defined in the Grant Agreement, for a minimum period of fifteen (15) years. Said obligation may be satisfied if other Project funding sources require an affordability term of at least fifteen (15) years. If at any point it is determined that the Sub-Grantee is not participating in said program or in another state or federal program that will ensure such affordability for the period required via formal instrument, or if there is any other reason to believe that there are no instruments in place to ensure the same, as required in the Grant Agreement, the Sub-Grantee agrees that it will execute any instruments to ensure such affordability, in a form that meets the Grantee’s satisfaction. A failure to adhere to this subsection may result, at Grantee’s request, in the Sub-Grantee being required to pay back grant funds received pursuant to this Agreement. 4. Ownership and Condition of the Property. The Sub-Grantee makes the following representations: a. The Sub-Grantee is not an owner of the Property. The Sub-Grantee has been hired by the Owner of the Property to perform site preparation, including lot preparation, utility connections, and other related costs, incurred in preparation for three new three-bedroom housing units to be sold to households with incomes of no more than eighty percent (80%) of the area median income. b. It has obtained or caused its contractors and/or affiliates to obtain, all the insurance described in Section 5 hereof and such policies of insurance are in full force and effect as of the date of this Agreement. c. The individual(s) signing this Agreement on behalf of the Sub-Grantee are duly authorized to execute this Agreement on the Sub-Grantee’s behalf. 5. Affirmative Covenants. The Sub-Grantee hereby covenants and agrees that it shall: a. Insurance. i. Purchase and maintain such insurance, or cause its contractors and/or affiliates to purchase and maintain such insurance, as will protect it from claims which may arise out of, or result from, the Activities completed under this Agreement, whether such operations be by the Sub-Grantee or by any subcontractor, or by anyone directly employed by them, or by anyone for whose acts any one of them may be liable. 3 Page 46 of 83 [PAGE 47] ii. For the term of this Agreement and in connection with the Activities completed pursuant to this Agreement, secure the following coverages and comply with all provisions noted, or cause its contractors and/or affiliates to secure, the following coverages and comply with all provisions noted. Upon written request by Grantee, during the term of this Agreement, the Sub-Grantee will provide certificates of insurance evidencing current coverages. Commercial General Liability Insurance: $1,500,000 per occurrence $2,000,000 general aggregate $2,000,000 products/completed operations total limit $1,000,000 personal injury and advertising injury This policy shall be written on an occurrence basis using ISO form CG 00 01 or its equivalent. The Sub-Grantee represents that there is no per claim limit under the Sub-Grantee’s occurrence-based policy. Coverage shall include contractual liability and XCU. Notwithstanding the foregoing, the Sub-Grantee will obtain, or cause its contractor and/or affiliates to obtain completed operations coverage for three (3) years after substantial completion of the Activities. Upon written request by the Grantee, the Sub-Grantee is required to add, or to cause its contractors and/or affiliates to add, the Grantee and any specified officials, employees, volunteers, and agents as Additional Insureds to the Commercial General Liability and Umbrella policies fulfilling the requirements of this Agreement with respect to liabilities caused in whole or in part by the Sub-Grantee’s acts or omissions, or the acts or omissions of those acting on the Sub-Grantee’s behalf in the performance of the ongoing operations, services, and completed operations of the Sub-Grantee under this Agreement. The coverage provides shall be primary and non-contributory. Automobile Insurance: Coverage shall be provided for hired, non-owned, and owned automobiles. Minimum limits of $1,000,000 combined single limit. Workers’ Compensation and Employers’ Liability: Workers’ Compensation as required by Minnesota statutes. Employers’ Liability Limits: $500,000/$500,000/$500,000 Professional Liability/Errors and Omissions Coverage (if applicable): Per Claim Limit: $500,000 Per Occurrence Limit: $1,500,000 Aggregate Limit: $2,000,000 This policy is to be written as acceptable to the Grantee. Certificates of Insurance must indicate if the policy is issued on a claims-made or occurrence basis. If coverage is carried on a claims-made basis, then (1) 4 Page 47 of 83 [PAGE 48] the retroactive date shall be noted on the certificate and shall be prior to or the day of the inception of this Agreement; and (2) evidence of coverage shall be provided for three (3) years beyond expiration of this Agreement. iii. The Sub-Grantee shall provide the Grantee with prior notice of any lapse in the insurance required under this Agreement including cancellation, and/or non-renewal or material change in coverage. iv. The above sub-paragraphs establish minimum insurance requirements, and it is the sole responsibility of the Sub-Grantee to purchase and maintain, or cause its contractors and/or affiliates to purchase and maintain, additional coverages as the Sub-Grantee may deem necessary in connection with this Agreement. v. The Certificate of Insurance must demonstrate that the policy is issued pursuant to these requirements. Copies of insurance policies shall be submitted to the Grantee upon written request. vi. Certificates shall specifically indicate if the policy is written with an admitted or non-admitted carrier. Best’s Rating for the insurer shall be noted on the certificate and shall not be less than an A-. b. To the fullest extent permitted by law, the Sub-Grantee shall defend, indemnify, and hold harmless the Grantee and Metropolitan Council and their officials, employees, and agents from and against all claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from the conduct or implementation of the Activities funded by this Agreement, except to the extent the claims, damages, losses, and expenses arise from the own negligence of the Grantee or Metropolitan Council. Claims included in this indemnification include without limitation any claims asserted pursuant to the Minnesota Environmental Response and Liability Act (MERLA), Minnesota Statutes, Chapter 115B (CERCLA), as amended, United States Code Title 42, Section 9601 et seq., and the federal Resource Conservation and Recovery Act of 1976 (RCRA) as amended, United States Code Title 42, Sections 6901 et seq. This obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which otherwise would survive the expiration or termination of this Agreement. This indemnification shall not be construed as a waiver on the part of either the Grantee or Metropolitan Council of any immunities or limits on liability provided by Minnesota Statutes Chapter 466 or other applicable state or federal law. c. Maintain the Property in good repair, working order, and condition and from time to time, make or cause to be made all necessary renewals, replacements, and repairs so that at all times the Sub-Grantee’s business can be conducted efficiently. d. Establish and maintain accurate and complete accounts and records relating to the receipt and expenditure of all grant funds received from the Grantee. Notwithstanding the expiration and termination provisions of this Agreement, such accounts and records shall be kept and maintained by the Sub-Grantee for a period of six (6) years following the completion of the Activities for six (6) years following the expenditure of the grant funds, whichever occurs earlier. Accounting methods shall be in accordance with generally accepted accounting principles. 5 Page 48 of 83 [PAGE 49] e. The accounts and records of the Sub-Grantee shall be audited in the same manner as all other accounts and records of the Sub-Grantee are audited and may be audited or inspected on the Sub-Grantee’s premises or otherwise by individuals or organizations designated and authorized by the Grantee or Metropolitan Council at any time, following reasonable notification to the Sub-Grantee, for a period of six (6) years following the completion of the Activities or six (6) years following the expenditure of the grant funds, whichever occurs earlier. Pursuant to Minnesota Statutes, Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices of the Sub-Grantee that are relevant to this Agreement are subject to examination by the Grantee and Metropolitan Council and either the Legislative Auditor or the State Auditor, as appropriate, for a minimum of six (6) years. f. The Sub-Grantee shall include in any contract or subcontract for the Activities appropriate provisions to ensure contractor or subcontractor compliance with all applicable state and federal laws and this Agreement, including, but not limited to, federal and state laws relating to stormwater discharges (i.e., Code of Federal Regulations, Title 40, parts 122 and 123 and Metropolitan Council’s 2040 Water Resources Policy Plan and the local water management plan). Along with such provisions, the Sub-Grantee shall require that contractors and subcontractors performing activities covered by this grant obtain all required permits, licenses, and certifications, and comply with all applicable state and federal Occupational Safety and Health Act regulations. g. Construct the Project to meet all applicable local codes, rehabilitation standards, ordinances, and zoning regulations. The Grantee and Metropolitan Council assume no responsibility for obtaining any applicable local, state, or federal licenses, permits, bonds, authorizations, or approvals necessary to perform or complete the Activities. The Sub-Grantee and its contractors, if any, must comply with all applicable licensing, permitting, bonding, authorization, and approval requirements of federal, state, and local governmental and regulatory agencies, including conservation districts. h. Acknowledge the financial assistance provided by Metropolitan Council in promotional materials, press releases, reports and publications relating to the Activities which are funded in whole or in part with the grant funds. The acknowledgment must contain the following or comparable language: “Financing for this project was provided by the Metropolitan Council Metropolitan Livable Communities Fund.” Until the Activities are completed, the Sub-Grantee must ensure the above acknowledgment language, or alternative language approved by the authorized agent of Metropolitan Council, is included on all signs (if any) located on the Property or construction sites. The acknowledgments and signage should refer to “Metropolitan Council” (not “Met Council” or “Metro Council”). i. Provide the Grantee with all information that is needed by the Grantee to submit the required written progress reports and annual written reports required by Section 4.03 of the Grant Agreement. j. Following the completion of the Project, the Sub-Grantee shall (i) sell the housing units for a commensurate sale price; and (ii) sell the housing units to households earning no more than eighty percent (80%) of the area median income, as adjusted by household size. 6 Page 49 of 83 [PAGE 50] k. Prior to the sale of any housing units, the Sub-Grantee shall submit income documentation of the potential purchaser to the Grantee for review. Upon determination of eligibility, the Grantee shall provide written confirmation to the Sub-Grantee prior to the sale of the housing unit. 6. Negative Covenants. The Sub-Grantee covenants and agrees that for the term of this Agreement, it will not: a. Merge or consolidate with or into any other entity. b. Default upon any contract or fail to pay any contract or fail to pay any of its debts or obligations as the same mature, subject to the applicable cure periods set forth in such a contract. c. Generate, dispose of, use, store, treat, or transport hazardous waste substances on, in, over or across the Property or allow the Sub-Grantee’s tenants to do so; provided, however, that Sub-Grantee may treat or remediate hazardous substances pursuant to an MPCA-approved Development Response Action Plan and the Sub-Grantee and its tenants may use, store, and transport hazardous substances on, over or across the Property as is reasonably necessary to the use of the Property as residential, commercial, or office property provided such use, storage, and transportation complies at all times with all applicable federal, state, and local statutes, codes, regulations, and ordinances. 7. Miscellaneous. a. All representations and warranties contained herein or made in writing by or on behalf of the Sub-Grantee in connection with the transactions contemplated hereby shall be made as of the Effective Date but survive the execution and delivery of this Agreement and the advances hereunder. All statements contained in any certificate or other instrument delivered by or on behalf of the Sub-Grantee pursuant thereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by the Sub-Grantee. b. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties. c. No amendment, change, waiver, or modification of this Agreement shall be valid unless it is in a written document which Sub-Grantee, and the Grantee sign, and the Grantee’s waiver of any breach or default of any of the Sub-Grantee’s obligations, agreements, or covenants under this Agreement shall not be deemed to be a waiver of any subsequent breach of this Agreement, or any other obligation, agreement, or covenant. The Grantee’s forbearance in pursuing or enforcing a remedy for the Sub-Grantee’s breach of any of the obligations set forth in this Agreement shall not be deemed a waiver of the Grantee’s rights and remedies with respect to such breach. d. This Agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be an original, but all of which shall constitute one (1) agreement. e. This Agreement supersedes and has merged into all prior oral agreements between the Grantee and the Sub-Grantee regarding the Activities. 7 Page 50 of 83 [PAGE 51] f. Any notices required or contemplated hereunder shall be effective upon the placing thereof in the United States Mail, certified mail, return receipt requested, postage prepaid, and addressed as follows: To the Grantee: Housing and Redevelopment Authority in and for the City of Richfield, Minnesota 6700 Portland Avenue South Richfield, MN 55423 Attn: Executive Director To the Sub-Grantee: Home Source 14500 Burnhaven Drive – Suite 139 Burnsville, MN 55306 Attn: Dona or Butch Kisor g. This Agreement shall be interpreted and construed according to the laws of the State of Minnesota. All litigation regarding this Agreement shall be venued in the appropriate state or federal district court in Hennepin County, Minnesota. h. Neither party may assign or transfer its rights and obligations under this Agreement without the prior consent of the other party, provided that such party’s assignee or transferee assumes all obligations under this Agreement and the other party consents to the assignment in writing. Said agreement to assignment shall not unreasonably be withheld by the consenting party. 8. Relationship. It is agreed that nothing contained in this Agreement is intended or should be construed as creating the relationship of agents, partners, joint venturers, or associates between the parties hereto or as constituting the Sub-Grantee as the employee of the Grantee for any purpose or in any manner whatsoever. The Sub-Grantee is an independent contractor and neither it, nor its employees, agents, or representatives are employees of the Grantee. 9. MGDPA. All data collected, created, received, maintained or disseminated for any purpose in the course of the Sub-Grantee’s performance of this Agreement is governed by the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, and any other applicable state statutes, any state rules adopted to implement the Act and statutes, as well as federal statutes and regulations on data privacy. 10. Copyrights. The Sub-Grantee certifies that it (a) is the owner of any renderings, images, perspectives, sections, diagrams, photographs or other copyrightable materials (collectively “copyrightable materials”) that are in the grant application or submitted to the Grantee as part of the grant application process or that the Sub-Grantee is fully authorized to grant permissions regarding the copyrightable materials; and (b) the copyrightable materials do not infringe upon the copyrights of others. The Sub-Grantee agrees that the Grantee and Metropolitan Council have a non-exclusive royalty-free license and all necessary permissions to reproduce and publish the copyrightable materials for noncommercial purposes, including but not limited to press releases, presentations, reports and on the Internet. The Sub-Grantee also agrees that it will not hold the Grantee or Metropolitan Council responsible for the unauthorized use of the copyrightable materials by third parties. 8 Page 51 of 83 [PAGE 52] 11. Restrictions on Loans or Grants by Sub-Grantee. The Sub-Grantee shall not use the grant proceeds for loans or grants to any subrecipient at any tier unless the Sub-Grantee obtains the prior written consent of Metropolitan Council. 12. Business Subsidy Law. The Sub-Grantee must comply, if appropriate and applicable, with any “business subsidy” requirements of Minnesota Statutes, Sections 116J.993 to 116J.995, that apply to the Sub-Grantee’s expenditures or uses of the grant funds. The grant will be used for the creation of affordable housing and subsidies for affordable housing are exempt from the Business Subsidy Law. 13. Expiration and Termination. This Agreement shall automatically expire upon the expiration or termination of the Grant Agreement, or upon the satisfactory completion of all obligations hereunder, whichever occurs first (the “Expiration Date”), except that the obligations contained in Section 3(g) and (h) hereof shall survive any such expiration. This Agreement may be terminated by the Grantee for cause at any time upon fourteen (14) calendar days’ written notice to the Sub-Grantee. “For cause” shall mean a material breach of this Agreement and any amendments to this Agreement. If this Agreement is terminated prior to the Expiration Date, the Sub-Grantee shall receive payment on a pro rata basis for eligible Activities that have been completed prior to the termination. Termination of this Agreement does not alter the authority of the Grantee or Metropolitan Council to recover grant funds on the basis of a later audit or other review, and does not alter the Sub-Grantee’s obligation to return any grant funds due to the Grantee or Metropolitan Council as a result of later audits or corrections. If the Grantee or Metropolitan Council determines that the Sub-Grantee has failed to comply with the terms and conditions of this Agreement, the Grant Agreement, or the applicable provisions of Metropolitan Livable Communities Act, the Grantee may take any action to protect the interests of the Grantee or Metropolitan Council and may refuse to disburse additional grant funds and may require the Sub-Grantee to return all or part of the grant funds already disbursed. 14. Effect of Grant. Issuance of this grant neither implies any Grantee or Metropolitan Council responsibility for the condition of the Property nor imposes any obligation on the Grantee or Metropolitan Council to participate in any activities on the Property. By awarding grant funds to the Sub-Grantee for the Activities and executing this Agreement, the Grantee and Metropolitan Council assume no responsibility for (a) any damage to persons, property, or the environment caused by implementation of the Activities; or (b) determining whether intended uses of the Property identified in the grant application or potential future uses of the Property, including any residential uses, are suitable for the Property. 9 Page 52 of 83 [PAGE 53] IN WITNESS WHEREOF, the parties hereto have hereunto set their hands to this Sub-Grant Agreement as of the date and year first written above. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA By Its Chair By Its Executive Director S-1 Page 53 of 83 [PAGE 54] Execution page of the Sub-Grantee to the Sub-Grant Agreement, dated the date and year first written above. HOME SOURCE INC. By Its S-2 Page 54 of 83 [PAGE 55] EXHIBIT A GRANT AGREEMENT A-1 Page 55 of 83 [PAGE 56] A-2 Page 56 of 83 [PAGE 57] A-3 Page 57 of 83 [PAGE 58] A-4 Page 58 of 83 [PAGE 59] A-5 Page 59 of 83 [PAGE 60] A-6 Page 60 of 83 [PAGE 61] A-7 Page 61 of 83 [PAGE 62] A-8 Page 62 of 83 [PAGE 63] A-9 Page 63 of 83 [PAGE 64] A-10 Page 64 of 83 [PAGE 65] A-11 Page 65 of 83 [PAGE 66] A-12 Page 66 of 83 [PAGE 67] A-13 Page 67 of 83 [PAGE 68] B-1 Page 68 of 83 [PAGE 69] B-2 Page 69 of 83 [PAGE 70] EXHIBIT B LEGAL DESCRIPTION OF THE PROPERTY The South five (5) acres of the North ten (10) acres and the North four feet (4') of the South twenty (20) acres of the North thirty (30) acres of the Northwest One Quarter of the Southwest One Quarter of Section 34, Township 28 North, Range 24, West of the Fourth Principal Meridian, except railroad right-of-way, Hennepin County, Minnesota. (Abstract Property) RC125-384 (JAE) 878719v1 B-3 Page 70 of 83 [PAGE 71] Housing and Redevelopment Authority Meeting 3/16/2026 Agenda Section: Consent Calendar Agenda Item: 7.c. Report Prepared By: LaTonia DuBois, Administrative Assistant Department Director: Melissa Poehlman, Community Development Director Item for Consideration: Consider the adoption of a resolution amending the Bylaws of the Housing and Redevelopment Authority to adjust the order of operations. EXECUTIVE SUMMARY The City selected CivicPlus as our new agenda building software platform last year. In an effort to make agendas more consistent, Commissions are adjusting their order of operations to better align with City Council agendas. Therefore, staff proposes changing the order of operations to match the City Council. Going forward, approval of the agenda will be first, then approval of minutes, followed by open forum. Claims will now be included as part of the consent calendar, rather than a stand-alone item at the end of the agenda. These changes should be reflected in the Housing and Redevelopment Authority (HRA) Bylaws. RECOMMENDED ACTION By Motion: Adopt a resolution amending the Bylaws of the Richfield Housing and Redevelopment Authority. HISTORICAL CONTEXT The Housing and Redevelopment Authority HRA Bylaws were last updated in 2025. EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS N/A POLICIES (RESOLUTIONS, ORDINANCES, REGULATIONS, STATUTES, ETC.) HRA Bylaws are reviewed routinely to ensure they meet current practice and statutory requirements. CRITICAL TIMING ISSUES The City Council adjusted their order of operations previously and the Planning Commission amended their Bylaws to adjust their order of operations in February 2026. FINANCIAL IMPACT None LEGAL CONSIDERATIONS None. Page 71 of 83 [PAGE 72] ALTERNATIVE RECOMMENDATION(S) None ATTACHMENTS 1. 031626_Resolution_Amend_Bylaws 2. 2026 HRA_Bylaws_Revisions Redlined Page 72 of 83 [PAGE 73] HRA RESOLUTION NO. RESOLUTION AMENDING THE BYLAWS OF THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF RICHFIELD, MINNESOTA WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota (Authority) has established Bylaws; and WHEREAS, from time to time it is appropriate for the Bylaws to be amended; and WHEREAS, in accordance with Minnesota State Statutes, the Housing and Redevelopment Authority (Authority) shall adopt Bylaws and other rules for the conduct of its affairs; and WHEREAS, in accordance with Minnesota State Statutes, the power of the Authority shall be vested in its commissioners; a majority of which shall constitute a quorum for all purposes; and WHEREAS, the Authority wishes to amend their Order of Business to align with City Council agendas. NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota that its Bylaws be amended as follows: Article III – Section 6 is amended to read: Order of Business. At the regular meetings of the Authority the following shall be the order of business: 1. Call to Order/Noting of Attendance 2. Approval of Agenda 3. Approval of Minutes of Previous Meeting(s) 4. Open Forum 5. Presentations 6. Consent Calendar, including Approval of Claims 7. Consideration of items, if any Removed from Consent Calendar 8. Public Hearings 9. Resolutions 10. Other Business 11. Executive Director’s Report 12. HRA Discussion Items 13. Adjournment Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota this 16th day of March 2026. _________________________________ Chair ATTEST: __________________________ Secretary Page 73 of 83 [PAGE 74] BYLAWS OF THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA ARTICLE I – THE AUTHORITY Section 1. Name of Authority. The name of the Authority shall be the “Housing and Redevelopment Authority in and for the City of Richfield, Minnesota.” Section 2. Seal of Authority. The seal of the Authority shall be in the form of a circle and shall bear the name of the Authority. Section 3. Office of Authority. The offices of the Authority shall be at City Hall in the City of Richfield, Minnesota, but the Authority may hold its meetings at such other place or places as it may designate by resolution. Section 4. Official Newspaper. The official newspaper shall be the official newspaper designated by the City as its official newspaper each year. Section 5. Composition of Membership. The Composition of Membership of the Authority shall be determined by the Mayor and City Council of the City of Richfield (City Council). Until and unless further amended by the Mayor and City Council, this Composition shall be as follows: a. In making appointments to the HRA commission, the Mayor will appoint commissioners with the approval of the City Council and shall designate two positions as ex-officio with voting rights, to be filled by two members of the City Council, which may include the Mayor. The term of office of an ex-officio commission member shall be set to coincide with the member's term as mayor or council member. b. The remaining three members of the HRA commission shall be residents of the City of Richfield and appointed by the Mayor with the approval of the City Council. The citizen members shall serve five-year terms commencing on March 1, which shall be staggered with citizen members being appointed on (i) March 1, 2022 for a two year term expiring February 28, 2024; (ii) March 1, 2022 for a four year term expiring February 28, 2026; and (iii) November 1, 2023 for a four and one-half year term expiring on February 29, 2028. Thereafter, all terms of citizen members shall be five years. Each vacancy of a citizen member unexpired term shall be filled for the remainder of the term for which the original appointment was made. c. No citizen member of the HRA commission shall be appointed to more than two consecutive terms on the commission. d. No citizen member, once appointed, may serve on any city advisory commission, except the Charter Commission, during the term of the HRA appointment. Page 74 of 83 [PAGE 75] ARTICLE II – OFFICERS Section 1. Officers. The officers of the Authority shall be a Chairperson, a Vice- Chairperson, and a Secretary. Section 2. Chairperson. The Chairperson shall preside at all meetings of the Authority. Except as otherwise authorized by resolution of the Authority, the Chairperson shall sign all contracts, deeds, resolutions and other instruments made by the Authority. At each meeting the Chairperson shall submit such recommendations and information he or she may consider proper concerning the business, affairs and policies of the Authority. Section 3. Vice-Chairperson. The Vice-Chairperson shall perform the duties of the Chairperson in the absence or incapacity of the Chairperson; and in case of the resignation or death of the Chairperson, the Vice-Chairperson shall perform such duties as are imposed on the Chairperson until such time as the Authority shall select a new Chairperson. Section 4. Secretary. The Secretary shall perform the duties of a Secretary for the Authority. The Secretary shall perform the duties as the Chairperson in cases where both the Chairperson and Vice-Chairperson are absent or incapacitated. Section 5. Executive Director. The Authority shall employ an Executive Director who shall have general supervision over the administration of its business and affairs, subject to the direction of the Authority. He or she shall be charged with the management of the housing and redevelopment projects of the Authority. Regardless of who is appointed, the City Manager of the City of Richfield shall have ultimate authority in recommending an annual levy and budget. The Executive Director may designate an acting Executive Director during periods when he or she is absent or incapacitated. Section 6. Other Administrative Officers. The Authority may designate an assistant to the Secretary who shall keep the records of the Authority, shall act as recorder of the meetings of the Authority and record all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose, and shall perform all duties incidental to his office. He or she shall keep in safe custody the seal of the Authority and shall have power to affix such seal to all contracts and instruments authorized to be executed by the Authority. The Authority may designate a Treasurer who shall have the care and custody of all funds of the Authority and shall deposit the same in the name of the Authority in such bank or banks as the Authority may select. The Executive Director and Treasurer shall sign all orders and checks for the payment of money and shall pay out and disburse such moneys under the direction of the Authority. Except as otherwise authorized by resolution of the Authority, all such orders and checks shall also be countersigned by the Chairperson. The Treasurer shall keep regular books of accounts showing receipts and expenditures and shall render to the Authority, at each regular meeting (or more often when requested), an account of his transactions and also of the financial condition Page 75 of 83 [PAGE 76] of the Authority. He or she shall give such bond for the faithful performance of his duties as the Authority may determine ARTICLE III – MEETINGS Section 1. Annual Meeting. The annual meeting of the Authority shall be held at the regular meeting in March at 7:00 p.m. at the regular meeting place of the Authority. Section 2. Regular Meetings. Monthly meetings shall be held without notice at the regular meeting place of the Authority on the third Monday of each month, at 7:00 p.m. unless the same shall be a legal holiday, in which event said meeting shall be held on the next succeeding secular day. Section 3. Special Meetings. Special meetings of the Authority may be called by the Chairperson, or two members of the Authority, or the Executive Director for the purpose of transacting any business designated in the call. The call for a special meeting must be delivered in person or electronically to each member at least three days prior to the time of the proposed meeting. Section 4. Quorum. The powers of the Authority shall be vested in the Commissioners thereof in office from time to time. Three Commissioners shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other purposes, but a smaller number may adjourn from time to time until a quorum is obtained. When a quorum is in attendance, action may be taken by the Authority upon a vote of a majority of the Commissioners present. Section 5. Rules of Order. The meetings of the Authority shall be governed by the latest printed edition of “Sturgis Standard Code of Parliamentary Procedure.” Section 6. Order of Business. At the regular meetings of the Authority the following shall be the order of business: 1. Call to Order/Noting of Attendance 2. Approval of Agenda 1.3. Approval of Minutes of Previous Meeting(s) 2.4. Open Forum 3. Approval of Minutes of Previous Meeting(s) 4.5. Presentations 5. Approval of Agenda 6. Consent AgendaCalendar, including Approval of Claims 6.7. Consideration of items, if any Removed from Consent Calendar 7.8. Public Hearings 8.9. Resolutions 10. Other Business 9.11. Executive Director’s Report 10. HRA Discussion Items 11.12. Executive Director’s Report 12. Approval of Claims 13. 13. Adjournment Page 76 of 83 [PAGE 77] All resolutions shall be in writing and shall be copied in the journal of the proceedings of the Authority. Section 7. Manner of Voting. The voting on all questions coming before the Authority shall be made verbally and the yeas and nays shall be entered upon the minutes of such meeting. Section 8. Combining Administrative Offices: Compensation. The compensation of the Executive Director and other personnel of the Authority shall be determined by the Authority. Any two or more administrative offices may be combined. Section 9. Additional Duties. The officers of the Authority shall perform such other duties and functions as may from time to time be required by the Authority or the Bylaws or rules and regulations of the Authority. Section 10. Election of Appointment. The first Chairperson shall, pursuant to this appointment, serve in the capacity of Chairperson until the expiration of his term of office as Commissioner. The Vice-Chairperson, Secretary and, except in the case of the First Chairperson, the Chairperson shall be elected at the annual meeting of the Authority from among the Commissioners of the Authority, and shall hold office for one year or until their successors are elected and qualified. The Executive Director shall be appointed by the Authority. Any person appointed to fill the office of Executive Director or any vacancy therein, shall have such term as the Authority fixes, but no Commissioner of the Authority shall be eligible for this office. Section 11. Vacancies. Should the office of Chairperson, Vice-Chairperson or Secretary become vacant, the Authority shall elect a successor from its membership at the next regular meeting, and such election shall be for the unexpired term of said office. Section 12. Additional Personnel. The Authority may from time to time employ or contract for such personnel as it deems necessary to exercise its powers, duties and functions as prescribed by the Municipal Housing and Redevelopment Law of Minnesota applicable thereto. Such personnel may be employees of the Authority, employees of other governmental organizations, or independent contractors. The selection and compensation of such personnel shall be determined by the Authority subject to the laws of the State of Minnesota. ARTICLE IV – AMENDMENTS Section 1. Amendments to Bylaws. The Bylaws of the Authority shall be amended only with the approval of at least three of the members of the Authority at a regular or a special meeting. Amended 04/21/80 Amended 01/21/86 Page 77 of 83 [PAGE 78] Amended 12/15/86 Amended 08/18/03 Amended 02/18/14 Amended 09/17/18 Amended 01/15/19 Amended 01/21/20 Amended 02/23/22 Amended 03/17/25 Amended 03/16/26 Page 78 of 83 [PAGE 79] Housing and Redevelopment Authority Meeting 3/16/2026 Agenda Section: Consent Calendar Agenda Item: 7.d. Report Prepared By: Steve McDaniel, Budget, Cash, and Debt Manager Department Director: Melissa Poehlman, Community Development Director Item for Consideration: Consider resolutions designating official depositories for the Housing and Redevelopment Authority for 2026, including the approval of collateral. EXECUTIVE SUMMARY In compliance with Minnesota statutes, the Housing and Redevelopment Authority (HRA) must designate on an annual basis those financial institutions it does business with. U.S. Bank acts as the banking institution in the HRA’s banking arrangement with the 4M Fund. The following resolutions for the HRA's consideration will designate U.S Bank/4M Fund as a depository of HRA funds, and designate certain savings and loan associations, banks, credit unions and financial institutions as depositories for the investment of HRA funds. RECOMMENDED ACTION By Motion: Adopt the attached resolutions designating official depositories, with the understanding that the Housing and Redevelopment Authority could not invest in any of the depositories beyond the level of insurance coverage or the pledged collateral. HISTORICAL CONTEXT N/A EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS Developing more inclusive procurement is a long-term equity project. Currently there are very limited financial institutions owned by underrepresented groups. Also, it is the League of Minnesota Cities that selects the depository for the 4M Fund which provides significant value in excellent services at lower costs. POLICIES (RESOLUTIONS, ORDINANCES, REGULATIONS, STATUTES, ETC.) In accordance with Minnesota Statutes Section 118A.01 - 118A.06, the HRA must designate financial institutions annually. The institutions must pledge the collateral over and above the amount of federal insurance, as public depositories. U.S. Bank acts as the banking institution in the HRA’s banking arrangement with the 4M Page 79 of 83 [PAGE 80] Fund. Monies received, checks written by the HRA, flow through U.S. Bank. However, at the end of each business day, any proceeds remaining in the HRA U.S. Bank accounts are swept to the 4M Fund to be invested. Therefore, at the end of the business day the HRA accounts are zero, which means the collateral requirements of Minnesota Statutes Section 118A.03 are not required. Accordingly, U.S. Bank has met all other statutory requirements and should be considered as a depository for the HRA’s Deputy Registrar, payroll and vendor accounts and all savings deposits. The HRA must also annually designate certain savings and loan associations, banks, and credit unions as official depositories for deposit and investment of certain HRA funds. With approval of these official depositories, the HRA will be able to deposit and invest funds in these institutions, not exceeding the federal insurance of $250,000. Currently, U.S. Bank is the only bank designated as the official depository of the HRA. An annual designation must also be made for certain financial institutions as depositories for the investment of HRA funds for 2026. These institutions, such as investment brokerage firms, offer government securities in the manner required by law. These financial institutions include RBC Capital Markets, Raymond James & Associates, Inc., Northland Securities, Oppenheimer & Co., Principal Custody Solutions, Moreton Capital Markets, Pershing Wealth Solutions BNY Mellon, and the 4M Fund. CRITICAL TIMING ISSUES N/A FINANCIAL IMPACT N/A LEGAL CONSIDERATIONS The HRA is required by Minnesota Statute 118A.01 - 118A.06, to designate as a depository of funds, insured banks or thrift institutions. Any collateral so deposited is accompanied by an assignment pledged to the HRA in the amount specified in the attached resolutions. ALTERNATIVE RECOMMENDATION(S) None. ATTACHMENTS 1. Resolution designating US Bank as a 2026 depository 2. Resolution designating Bank and Credit Unions as 2026 depositories 3. Resolution designating Financial Institutions as 2026 depositories Page 80 of 83 [PAGE 81] RESOLUTION NO. RESOLUTION DESIGNATING U.S. BANK A DEPOSITORY OF FUNDS OF THE HOUSING AND REDEVELOPMENT AUTHORITY OF RICHFIELD FOR THE YEAR 2026 BE IT RESOLVED, by the Housing and Redevelopment Authority of Richfield as follows: That, in accordance with Minnesota Statutes, Section 118A.01- 118A.06, U.S. Bank be, and hereby is designated a depository of the funds of the Housing and Redevelopment Authority, subject to modification and revocation at any time by said Housing and Redevelopment Authority, and subject to the following terms and conditions: The said depository shall not be required to give bonds or other securities for such deposits provided that the total sum thereof shall not at any time exceed in any depository the sums for which its deposits are insured under the Acts of Congress of the United States relating to insurance of bank deposits; but that in case such deposits in any such depository shall at any time exceed such insured sum, said depository shall immediately furnish bonds or other security for such excess according to law, approved by the Housing and Redevelopment Authority of Richfield. That said depository shall pay on demand all deposits therein; and shall pay all time deposits, at or after the end of the period for which the same shall be deposited, on demand. BE IT FURTHER RESOLVED, that there shall be maintained a general account in which shall be deposited all monies. The following officers or their facsimile signatures shall sign checks on this account; CHAIR EXECUTIVE DIRECTOR BE IT FURTHER RESOLVED, that all funds remaining in the account at the end of each business day will be transferred from U.S. Bank to the 4M Fund where funds deposited are invested and insured. Passed by the Housing and Redevelopment Authority Richfield, Minnesota this 16th day of March, 2026. Chair ATTEST: Secretary Page 81 of 83 [PAGE 82] RESOLUTION NO. RESOLUTION DESIGNATING CERTAIN SAVING AND LOAN ASSOCIATIONS, BANKS, AND CREDIT UNIONS AS DEPOSITORIES FOR THE DEPOSIT AND INVESTMENT OF HOUSING AND REDEVELOPMENT AUTHORITY OF RICHFIELD FUNDS IN 2026 BE IT RESOLVED, by the Housing and Redevelopment Authority of Richfield, Minnesota: WHEREAS, pursuant to Minnesota Statutes, Sections 118A.01 – 118A.06, municipal funds may be deposited in any Savings and Loan Association, Bank or Credit Union which has its deposits insured by the Federal Deposit Insurance Corporation (FDIC) or the National Credit Union Administration (NCUA); and WHEREAS, the amount of said deposits may not exceed the FDIC/NCUA insurance covering such deposits which insurance amount is presently $250,000; and WHEREAS, the deposit of Housing and Redevelopment funds in Savings and Loan Associations and Banks would provide greater flexibility in the Housing and Redevelopment Authority’s investment program and maximize interest income thereon. NOW, THEREFORE, BE IT RESOLVED, by the Housing and Redevelopment Authority Richfield, Minnesota, as follows: 1. It is hereby found and determined that it is in the best interest of the proper management of Housing and Redevelopment Authority funds that certain Savings and Loan Association and Banks be designated as additional depositories for Housing and Redevelopment Authority funds for 2026. 2. It is further found and determined that the purpose of such depository designation is to facilitate the proper and advantageous investments of Housing and Redevelopment Authority funds and that such designation is not exclusive, nor does it preclude the deposit of any Housing and Redevelopment Authority funds in other officially designated depositories of the Housing and Redevelopment Authority. 3. The Finance Director is hereby authorized to deposit Housing and Redevelopment Authority funds in various depositories up to the amount of $250,000, or such other amount as may be subsequently permitted by law, such deposits to be in the form of demand accounts, payable to the Housing and Redevelopment Authority on the signatures of the Housing and Redevelopment Authority Finance Director. Such deposits may be made and withdrawn from time to time by the Finance Director as their best judgment and the interests of the Housing and Redevelopment Authority dictates. 4. The investment of funds and the reporting thereof pursuant to this resolution shall be conducted in accordance with established policies of the Housing and Redevelopment Authority regarding the investment of Housing and Redevelopment Authority funds. Adopted by the Housing and Redevelopment Authority of Richfield, Minnesota this 16th day of March, 2026. Chair ATTEST: Secretary Page 82 of 83 [PAGE 83] RESOLUTION NO. RESOLUTION DESIGNATING CERTAIN FINANCIAL INSTITUTIONS AS DEPOSITORIES FOR THE INVESTMENT OF HOUSING AND REDEVELOPMENT AUTHORITY OF RICHFIELD FUNDS IN 2026 WHEREAS, the Housing and Redevelopment Authority of Richfield has money which is available for investment; and WHEREAS, different financial institutions offer different rates of return on investments; and WHEREAS, the Housing and Redevelopment Authority of Richfield shall purchase U. S. Treasury Bills, U. S. Treasury Notes and other such government securities in the manner required by law from the institution offering the highest rate to the Housing and Redevelopment Authority of Richfield providing greater flexibility in the investment program and maximize interest income thereon. NOW, THEREFORE, BE IT RESOLVED, by the Housing and Redevelopment Authority Richfield, Minnesota, in accordance with Minnesota Statutes, Sections 118A.01 – 118A.06, as follows: 1. It is hereby found and determined that it is in the best interest of the proper management of Housing and Redevelopment Authority funds that certain financial institutions be designated as additional depositories for Housing and Redevelopment Authority of Richfield funds for 2026. 2. The following financial institutions designated as depositories for the Housing and Redevelopment Authority of Richfield funds: RBC Capital Markets Raymond James & Assoc. Principal Custody Solutions 4M Fund Northland Securities, Inc. Oppenheimer & Co. Moreton Capital Markets Pershing Wealth Solutions BNY Mellon 3. The Finance Director is hereby authorized to deposit the Housing and Redevelopment Authority of Richfield funds in any or all of the depositories herein designated. Such deposits may be made and withdrawn from time to time by the Finance Director’s judgment and as the interest of the Housing and Redevelopment Authority of Richfield dictates. 4. The investment of funds and the reporting thereof pursuant to this resolution shall be conducted in accordance with established policies regarding the investment of these funds. Adopted by the Housing and Redevelopment Authority of Richfield, Minnesota this 16th day of March, 2026. Chair ATTEST: Secretary Page 83 of 83