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Home My WebLink About04-07-2025 JDA Agenda Packet Joint Development Authority TCAAP Redevelopment Project Joint Development Authority TCAAP Redevelopment Project JDA MEETING AGENDA Monday, April 7, 2025, 5:30 p.m. at Arden Hills City Hall 1. Roll Call 2. Approval of Agenda 3. Approval of Minutes 4. Public Input 5. Consent Agenda a. Approve Execution of League of Minnesota Cities Insurance Trust Liability Waiver b. JDA Planning Case 25-002 - Ryan Companies US, Inc. Development Agreement 6. Old Business 7. Public Hearings 8. New Business a. Review Communications Report b. Review Draft 2026 Budget c. Review Term Sheet d. Review Road Map 9. Administrative Director’s Report 10. Development Director’s Report 11. Commissioner Updates 12. Adjournment Joint Development Authority TCAAP Redevelopment Project Joint Development Authority TCAAP Redevelopment Project AGENDA ITEM 2 MEMORANDUM DATE: April 7, 2025 TO: Joint Development Authority Board of Commissioners FROM: Directors Jagoe and Mitchell SUBJECT: Approval of Agenda The agenda for the April 7, 2025, JDA Meeting must be approved. Action Requested: Approve the agenda for April 7, 2025. Joint Development Authority TCAAP Redevelopment Project Joint Development Authority TCAAP Redevelopment Project AGENDA ITEM 3 MEMORANDUM DATE: April 7, 2025 TO: Joint Development Authority Board of Commissioners FROM: Directors Jagoe and Mitchell SUBJECT: Approval of Minutes The meeting minutes from the previous two JDA Meeting are presented for approval. Attachment: 3/17/25 JDA Minutes Action Requested: Approve the meeting minutes from March 17, 2025. Joint Development Authority Monday, March 17, 2025 Arden Hills City Council Chambers Minutes 5:30 pm Roll Call Joint Development Authority: Chair Jon Wicklund, Commissioner Tara Jebens-Singh, Commissioner Kurt Weber, Commissioner Mary Jo McGuire, Commissioner Tena Monson Also present: Jessica Jagoe (Arden Hills); Ella Mitchell (Ramsey County), Jenny Boulton (Kutak Rock) Roll call taken. Approval of Agenda Motion by Commissioner McGuire seconded by Commissioner Monson to approve the agenda as presented. Motion carried. Approval of Minutes Motion by Commissioner Monson seconded by Commissioner Weber to approve the January 21, 2025 Special JDA meeting minutes and the February 3, 2025 JDA meeting minutes as presented. Motion carried. Public Input Donna Wiemann, 1406 Arden View Drive, explained the JDA would be choosing members for the JDA Advisory Committee. She asked if this group would be working in the same manner as it has been for the past two years. She indicated JDA Advisory Committee meetings have been held on Zoom and were available for public viewing and then staff provides a summary of the meeting at the next JDA meeting. She requested these steps remain in place to keep the public apprised of the discussions that were being held regarding TCAAP and to assist with building public trust. Consent Agenda a. Appoint JDA Attorneys b. Approve Committee Assignments Commissioner McGuire questioned if Item B from the Consent Agenda should be pulled for discussion as Item E under New Business. Chair Wicklund suggested the JDA address this item at this time. Commissioner Monson stated the JDA Advisory Committee meetings should be able to remain available to the public via Zoom, depending on the sensitivity of the material being discussed. Director Jagoe reported some of the JDA Advisory Committee meetings were available via Zoom and others were not open to the public, at which point notes were taken by staff and a summary was provided to the JDA at their next meeting. Motion by Commissioner Monson seconded by Commissioner Jebens-Singh to approve the consent agenda as presented. Motion carried. Old Business None. Public Hearings a. Planning Case 25-002 and Resolution 2025-001 – Preliminary Plat, Final Plat and Site Plan Review – Outlot A – Ryan Companies US, Inc. Director Jagoe stated the request from Ryan Companies US, Inc. (“Applicant”) is for a proposed office and manufacturing use on the north side of the existing Outlot A located off of Rice Creek Parkway (formerly named Old Highway 8). The Joint Development Authority (JDA) shall review and consider projects which meet all TRC standards as recommended by staff, with approval of such projects subject to a majority vote of all the members of the JDA. The application includes requests for Permitted Adjustments and the application shall require a public hearing. It was noted the existing property is approximately 40.10 acres and is vacant. The property abuts Rice Creek Parkway which is considered to be a General Frontage road. Director Jagoe explained the Applicant is proposing to develop the site for a combined office and manufacturing use for Micro Control Company, which the Applicant describes as an “advanced technology company that specializes in Technology, R & D, and Advanced Technology Testing.”. The Applicant has Page 8 stated that the company provides “over 240 high-quality jobs, offers competitive wages and benefits, and anticipates more than 20% growth in the next 5 years.” The proposed structure would be an approximately 157,820 square foot building. Renderings of the proposed project were reviewed in detail with the JDA. Director Jagoe reported the Applicant has submitted an application that is generally consistent with the standards for the TRC and AHC, except for where permitted adjustments are requested. Where the application is not consistent, staff have noted the inconsistency in their review. The Applicant is seeking permitted adjustments to the following: 1. Reduction in the number of required parking spaces by 10% of the total required stalls for a total of 343 parking stalls, based on the submitted parking generation study. 2. Waiving the requirement for the Project Circulation Plan as recommended by the Arden Hills Public Works and Community Development Departments. Director Jagoe offered the following Findings of Fact: 1. The proposed uses of Office, Manufacturing, and Warehouse are permitted or accessory uses allowed in the Campus Commercial district. 2. The submitted plans are consistent with the standards of the TRC and AHC, and where they are not, conditions are included to address the inconsistencies. 3. The goals, intent, and vision of the Regulating Plan Map and TCAAP Master Plan are met and the requested permitted adjustments do not conflict with the adopted standards. 4. The proposal fits the adjoining design context by providing appropriate building scale and use transitions as the uses, site design, and building design meet the intent and standards of the Campus Commercial zoning district. 5. The proposal is a phased development that establishes potential shared driveways and stormwater management facilities. 6. The proposal does not hinder future opportunities for higher intensity development. 7. The proposal will establish a sustainability approach which will be memorialized as part of a development agreement. 8. The proposal does not negatively impact the health and welfare of the general public. 9. The Joint Development Authority held a public hearing for this land use application on March 17, 2025. Director Jagoe reviewed the options available to the JDA. She provided additional information regarding the request and recommended the JDA hold a public hearing and consider the Preliminary Plat, Final Plat and Site Plan Review for Outlot A approving Resolution 2025-001 and for JDA Planning Case 25-002 for a Preliminary Plat, Final Plat, and Site Plan Review for the phased development of the 40.10-acre parcel legally described as Outlot A, TCAAP, based on the findings of fact and the submitted plans, as amended by the conditions in the March 17, 2025 Report to the Joint Development Authority Board: 1. Recording of the final plat. 2. Recording of the deed for the Subject Property prior to recording of the Development Agreement. 3. Execution of the Development Agreement between the JDA and the Developer prior to issuance of any grading and erosion permits. 4. Recording of Development Agreement prior to issuance of any building permits. 5. Commercial/industrial dedication shall be a cash contribution in lieu of land and calculated based upon the fair market value of Lot 1, Block 1. 6. Park Development shall be a cash contribution in lieu of land and calculated using the fair market value of Lot 1, Block 1. 7. A separate sign permit shall be required for all signs on the site. 8. A right-of-way permit shall be required for work performed within the City and/or Ramsey County right-of-way. 9. A Grading and Erosion permit shall be obtained from the city’s Engineering Division prior to commencing any grading, land disturbance or utility activities. The Applicant shall be responsible for obtaining any permits necessary from other agencies, including but not limited to, MPCA, Rice Creek Watershed District, MnDOT and Ramsey County (i.e., ROW or access) prior to the start of any site activities. 10. The project shall be completed in accordance with the submitted plans as amended by the conditions of approval. Any significant changes to these plans, as determined by the Community Development Director, shall require review and approval by the JDA. 11. All items identified in the February 28, 2025, PW/Engineering Division memo shall be addressed. All comments shall be adopted herein by reference. 12. All items identified in the March 10, 2025, and March 11, 2025 Ramsey County email shall be addressed. All comments shall be adopted herein by reference. 13. Final grading, drainage, utility, and site plans shall be subject to approval by the Public Works Director, City Engineer, and Community Development Director prior to the issuance of a grading and erosion control permit or other development permits. 14. Upon completion of grading and utility work on the site, a grading as-built and utility as- built shall be provided to the City for review. 15. Heavy duty silt fence and adequate erosion control around the entire construction site shall be required and maintained by the Developer during construction to ensure that sediment and storm water does not leave the project site. 16. The Applicant shall be responsible for protecting the proposed on-site storm sewer infrastructure and components and any existing storm sewer from exposure to any and all stormwater runoff, sediments and debris during all construction activities. Temporary stormwater facilities shall be installed to protect the quality aspect of the proposed and existing stormwater facilities prior to and during construction activities. Maintenance of any and all temporary stormwater facilities shall be the responsibility of the Applicant. 17. All disturbed boulevards shall be restored with sod. All areas of the site, where practical, shall be sodded or seeded and maintained. The property owner shall mow and maintain all site boulevards to the curb line of the public streets. 18. A violation of any condition set forth shall be a violation of this Code and shall be cause for revocation. Director Jagoe also recommended the following condition for the Permitted Adjustments: 1. The approval of the Permitted Adjustments for the site plan approved for Lot 1, Block 1, Rice Creek Commons, shall not be interpreted as an approval of any similar Permitted Adjustments for future plat applications within the Thumb Parcel. Commissioner McGuire thanked staff for the detailed staff report and presentation. Commissioner Jebens-Singh asked if the Rice Creek Watershed permit was underway. Director Jagoe deferred this question to the applicant, noting it was her understanding the applicant was working through this process. Commissioner Monson inquired if the public use dedication fees (park and land) would total $468,000. Director Jagoe stated this was correct for the 10-acre parcel. Commissioner Monson commented when the next application came to the City for the remaining 30 acres of land, additional dedication fees would be paid to the City. Director Jagoe reported this was the case. Commissioner Monson questioned if the sign requirements within the TRC were similar to the Arden Hills sign code. Director Jagoe indicated the sign requirements were a bit different, as there was more flexibility. Commissioner Monson asked if there were any concerns from the developer regarding the Public Works/Engineering memo. Director Jagoe stated she has not heard any concerns. Commissioner Monson was of the opinion the TRC parking requirements were quite high. She looked forward to hearing from the developer what hurdles were in place within the TRC. Commissioner McGuire requested further comment from staff on what the additional approval process looks like with the watershed district, DNR and Ramsey County. Director Jagoe reviewed Condition 9 noting the applicant would have to receive grading and erosion permit, along with a permit from the Rice Creek Watershed District and/or DNR. Chair Wicklund opened the public hearing at 6:10 p.m. Chair Wicklund closed the public hearing at 6:11 p.m. Chair Wicklund invited the applicant to come forward at this time. Commissioner Weber thanked the applicant for bringing forward a well-designed plan that makes excellent use of the land. He asked if the infiltration basin on this site would be utilized by other lots in the future. Eddy Wolf, Ryan Companies, thanked City and County staff for all of their efforts on this project. He explained the proposed infiltration basin would handle the current project and would also allow for future expansion. Chad Lockwood, Ryan Companies, reported he has reviewed the Public Works/Engineering memo and he has no concerns. He stated he received conditional approval from the Rice Creek Watershed District last Thursday and he would be moving forward on the conditions to get a permit in place. He indicated he has reviewed the comments from the County and he has no concerns. He stated the infiltration basin was designed to support the initial phase of development and would be expanded as necessary. Commissioner Weber questioned if the infiltration basin would be going underground in the future. Mr. Lockwood stated this was not the current plan, but could be done in the future with further engineering. Commissioner Monson asked what the major hurdles were with the application process. Mr. Wolf indicated the parking requirements were high. He explained he could put together a lessons learned document for the JDA and staff to review at a future meeting, versus reviewing items at this meeting. Commissioner Monson stated she would greatly appreciate this. Commissioner McGuire questioned if there were any hesitations or worries from the developers. Mr. Wolf explained as a real estate developer he was charged with identifying challenges in order to work through them. He stated having partners like the City and the County was the only reason he was able to work through the challenges for this development. Chair Wicklund requested Item 1 under the Permitted Adjustments be made Condition 19 for clarity purposes. Commissioner Weber thanked the developer for bringing forward a detailed request. He indicated he would be supporting the minor variances that were being requested. Commissioner Jebens-Singh thanked the developer and staff for working together to bring this project forward. Commissioner McGuire stated she was grateful for all of the work that has been done on this project by the applicant and staff members. Motion by Commissioner Weber, seconded by Commissioner Monson to approve Planning Case JDA 25-002 and the adoption of Joint Development Authority Resolution 25-001 for a Preliminary Plat, Final Plat, and Site Plan Review with Permitted Adjustments at TCAAP Outlot A that includes Permitted Adjustments for a reduction in total parking stalls by 10% and waiving of the requirement for a Project Circulation plan based on the findings of fact, the submitted plans and as amended by the 19 conditions in the March 17, 2025 staff report . Motion carried. New Business a. Consideration of Ryan Companies US, Inc. Outlot A Phase 1 Sustainability Design Guidelines Waiver Request Director Mitchell provided a summary of the waivers to the Sustainability Design Guidelines that Ryan Companies has requested for the Phase 1 development of Outlot A. For each requirement from the Sustainability Design Guidelines, the “Request” is taken from Ryan Companies’ Outlot A Sustainability Summary. Response and Recommendations are from staff and LHB, the JDA consultant. Staff reviewed the four Sustainability Design Guideline requests in further detail noting the applicant would like to delay the decision to pursue LEED certification, would like to substitute the full electrification goal to an operational carbon reduction goal for the project with a target of 65% or greater reduction, the applicant would like to provide a PV- ready roof in lieu of providing onsite renewable energy, and the applicant was requesting to lower the 30% electric vehicle stall requirement for the project to 2%. Director Mitchell explained understanding that this is the first project at RCC and will set a precedent, and that it is especially important to the JDA that development progresses and the vision for Rice Creek Commons is advanced, staff and the consultant recommend that the JDA grants the above-described waivers. A summary of the resulting sustainability recommendation for Phase 1 of Outlot A is: 1. If funds are available after other required sustainable features are implemented, the developer should register the project with LEED v4 and seek Silver certification. 2. The project as proposed will be at least 65% electric (reduced carbon emissions) compared to the typical cost base. The developer should evaluate strategies for Interior Equipment and Process Loads, and the possibility of financial incentives from the IRA to reach further carbon emissions and energy use reduction. This is based on a system that includes ground-source heat exchange and air source heat pumps for the majority of the building with gas for back-up systems. 3. The project will make the rooftop solar/PV-ready. The developer should also evaluate a maximized rooftop PV system based on a solar developer proposal and implement it if it is cost neutral to the developer. 4. The project will provide 4 EV level 2 charges and 4 EV capable spaces. 5. As indicated in their submittal, the project will to meet the Design Guideline for Embodied Carbon Reduction and Reporting of Energy and Water data over time. 6. As originally proposed, this project would have a negative impact on the credits the JDA is seeking to reach LEED for Communities Platinum level, and the overall greenhouse gas (GHG) balance (all-electric/carbon neutral). With the recommendations above, those impacts would be minimized. Director Mitchell explained this extent of waivers is recommended for approval largely because the proposal for this building came in around the same time that the Sustainability Design Guidelines were approved. Future projects will be required to meet the Sustainability Design Guidelines, with waivers granted for justifiable exceptions. Rick Carter, LHB, reviewed the waiver requests in further detail with the JDA. He stated he supported the proposed recommendations and noted he was available for questions or comments. Director Mitchell stated this phase of the project did have more waivers than was originally anticipated noting this was due in part to the fact the sustainability guidelines were being developed as Ryan Companies was seeking end users throughout 2024. She indicated this set of recommended sustainability measures was dependent upon additional investment. She commented if IRA (Inflation Reduction Act) tax credits could have been used for this project, this premium would have been reduced. She thanked Rick Carter with LHB and the Ryan Companies team for working with staff so diligently to analyze the technologies that were available to meet the proposed sustainability design guidelines. Commissioner Weber asked if the roof could be rented out, because it would be solar ready. Mr. Carter reported this would be the case. Commissioner Weber questioned if the IRA funding would be available for the remainder of the 40-acre development. Director Mitchell stated she was in discussions with Ryan Companies about this and Ryan Companies would be exploring their options. Commissioner Jebens-Singh indicated this was a learning project and all future projects would be aware of the sustainability design guidelines. She explained she was grateful that with concessions being made, this project would still be future ready and would be designed for what was possible for future success. She stated she was very excited about the progress that had been made on this project. Commissioner Monson asked if the County opts to not adjust the cost of the property, would this item come back to the JDA. Mr. Carter indicated this item would come back to the JDA. Commissioner Monson thanked Ryan Companies for providing their expertise on the sustainability measures that would be pursued within this development. She explained she appreciated the data that would be collected for this project in order to better understand what would be happening with this building. Commissioner McGuire stated she also appreciated the fact that this building would be designed for the possible. She understood the JDA had high goals and she appreciated the fact that Ryan Companies was willing to work with the JDA in order to reach these goals. Motion by Commissioner Weber, seconded by Commissioner Monson to approve the recommended Sustainability Design Guidelines waiver requests, with the conditions described. Motion carried. b. Review Term Sheet Director Mitchell reviewed the agreed upon term sheet from December 2023 with the JDA. Commissioner Jebens-Singh asked if staff believed the project was on pace in order to complete the development as proposed. Director Mitchell stated the preliminary development agreement expires on June 30 and staff has discussed the JDA Advisory Committee meeting with Alatus to discuss the progress that has been made on the preliminary development agreement. Commissioner Monson requested an update on the take down of the land. Director Mitchell explained Alatus shared a purchase agreement with the County two or three weeks ago and the County has been reviewing this document. She reported clarifying questions were being asked of the developer at this time. Commissioner Monson commented the JDA previously discussed if the June 30 timeline would be met. She indicated there was a great deal of work that had to be done prior to June 30. She requested further information regarding the 30-day clock. Director Mitchell stated after consultation between the parties, which could look like a meeting between the JDA Advisory Committee and Alatus, one of the parties could choose to give a 30-day notice. She indicated the earliest this notice could be given would be April 7. Chair Wicklund supported the JDA Advisory Committee holding this meeting with Alatus, if this was the consensus of the JDA. Commissioner McGuire agreed with Commissioner Monson that the JDA should get things moving sooner rather than later. Commissioner Weber stated he wanted to see the JDA negotiate in good faith and recommended if the JDA Advisory Committee were to meet with Alatus that this be done in earnest given the tight timeline and the number of things that had yet to be completed. He supported the consultation meeting being held between the JDA Advisory Committee and Alatus. Chair Wicklund requested further comment from the JDA Attorney on the process that must be followed. JDA Attorney Boulton explained a consultation meeting would have to be held with Alatus after which time a determination could be made that there hasn’t been substantial agreement to the terms. The JDA Advisory Committee would provide the opportunity for the consultation and would report back to the JDA. The JDA could then decide what to do from that point. Commissioner Weber supported the JDA Advisory Committee requesting a consultation meeting with Alatus as a show of good faith. Commissioner Jebens-Singh agreed this was the next step. Commissioner Wicklund reported the consensus of the JDA was to have the JDA Advisory Committee tasked with hold a consultation meeting with Alatus prior to April 4. Motion by Commissioner Monson, seconded by Commissioner Jebens-Singh to direct staff to convene a meeting of the JDA Advisory Committee to consult with Alatus in accordance with Section 4 of the Preliminary Development Agreement and provide a report at the next meeting of the JDA Board of the JDA Advisory Committee’s recommendation as to the result of such meeting with Alatus. Motion carried. c. Discuss Community Engagement Director Mitchell explained the JDA has discussed planning a community engagement event in 2025. Further discussion is needed to determine details such as timing, format, and content. Commissioner Jebens-Singh stated when this was last brought up it was noted any community engagement events should be meaningful. She recommended that a community engagement event be pushed off for the time being. Commissioner Monson agreed noting more information would be available after the JDA Advisory Committee meets with Alatus. She commented on all of the progress that had been made on this project, noting the JDA had just approved the first possible construction project on this site. She believed there was a lot to talk about, but recommended the public be informed in one clear shot, with the understanding a purchase agreement and development agreement need to be in place. Commissioner McGuire agreed with Commissioner Monson’s comments. She suggested the community event be properly phrased because if the event was labeled an engagement event, the public would be expecting to provide feedback. She indicated the event should perhaps be an informational meeting. Chair Wicklund supported staff placing an event being held in mid-August through mid-October with the intent of providing educational information to the public. d. Review Road Map Director Mitchell reviewed the 2025 road map with the JDA. Administrative Director’s Report Director Mitchell stated on February 14, Kimley Horn submitted the 60% plans for the Spine Road. She indicated the plans were still on schedule to be completed by the end of the year. She explained on February 18, Ramsey County amended its transportation plan for 2026 to include funding for the Spine Road. She reported the County submitted application with the Department of Commerce for a geothermal planning grant. She explained this would be for the California portion of the project. Commissioner Weber thanked the County for amending their transportation financing in order to fund the Spine Road. Commissioner Monson also thanked the County for amending their transportation financing, stating this was great news for the entire project. She then asked if the Spine Road would be designed to accommodate geothermal. Director Mitchell stated currently it is not, but this could be included in the future. She commented further on the meetings that would be held with Xcel regarding the NGIA. Development Director’s Report Director Jagoe stated she would be working with the JDA Advisory Committee meetings in order to coordinate a meeting and would have this meeting published on the City’s website. Commissioner Updates None. Adjournment Meeting adjourned at 7:19 pm. Approved _____________________________________ _______________________ Jon Wicklund, Chair Date Joint Development Authority TCAAP Redevelopment Project Joint Development Authority TCAAP Redevelopment Project AGENDA ITEM 3 MEMORANDUM DATE: April 7, 2025 TO: Joint Development Authority Board of Commissioners FROM: Directors Jagoe and Mitchell SUBJECT: Public Input The public is invited to provide input. Comments will be limited to three minutes per person. Joint Development Authority TCAAP Redevelopment Project Joint Development Authority TCAAP Redevelopment Project CONSENT AGENDA ITEM 5a MEMORANDUM DATE: April 7, 2025 TO: Joint Development Authority Board of Commissioners FROM: Directors Jagoe and Mitchell SUBJECT: Approve Execution of League of Minnesota Cities Insurance Trust Liability Waiver The Joint Development Authority (JDA) obtains liability coverage from the League of Minnesota Cities Insurance Trust (LMCIT). The JDA must decide whether to waive the monetary limits on municipal tort liability limits to the extent of the coverage purchased. Staff recommends that the JDA does not waive monetary limits on municipal tort liability, which is consistent with the JDA’s past actions on this item. Attachment: League of Minnesota Cities Insurance Trust Liability Coverage Waiver Form Action Requested: Authorize the execution of League of Minnesota Cities Insurance Trust Liability Coverage Waiver Form, with no waiver of statutory tort limits. League of Minnesota Cities 3/2/2023 Liability Coverage Waiver Form Page 1 LIABILITY COVERAGE WAIVER FORM Members who obtain liability coverage from LMCIT must decide whether to waive the statutory tort liability limits to the extent of the coverage purchased. The decision to waive or not waive the statutory tort limits must be made annually by the member’s governing body, in consultation with its attorney if necessary. The decision has the following effects: •If the member does not waive the statutory tort limits, an individual claimant could recover no more than $500,000 on any claim to which the statutory tort limits apply. The total all claimants could recover for a single occurrence to which the statutory tort limits apply would be limited to $1,500,000. These statutory tort limits would apply regardless of whether the member purchases the optional LMCIT excess liability coverage. •If the member waives the statutory tort limits and does not purchase excess liability coverage, a single claimant could recover up to $2,000,000 for a single occurrence (under the waive option, the tort cap liability limits are only waived to the extent of the member’s liability coverage limits, and the LMCIT per occurrence limit is $2,000,000). The total all claimants could recover for a single occurrence to which the statutory tort limits apply would also be limited to $2,000,000, regardless of the number of claimants. •If the member waives the statutory tort limits and purchases excess liability coverage, a single claimant could potentially recover an amount up to the limit of the coverage purchased. The total all claimants could recover for a single occurrence to which the statutory tort limits apply would also be limited to the amount of coverage purchased, regardless of the number of claimants. Claims to which the statutory municipal tort limits do not apply are not affected by this decision. LMCIT Member Name: __________________________________________________________________________ ______________________________________________________________________________________________ Check one: ☐The member DOES NOT WAIVE the monetary limits on municipal tort liability established by Minn. Stat. § 466.04. ☐The member WAIVES the monetary limits on municipal tort liability established by Minn. Stat. § 466.04, to the extent of the limits of the liability coverage obtained from LMCIT. Date of member’s governing body meeting:___________________________________________________________ Signature: _____________________________________________________________________________________ Position: _______________________________________________________________________________________ Members who obtain liability coverage through the League of Minnesota Cities Insurance Trust (LMCIT) must complete and return this form to LMCIT before their effective date of coverage. Email completed form to your city’s underwriter, to pstech@lmc.org, or fax to 651.281.1298. CONSENT AGENDA ITEM 5b MEMORANDUM DATE: April 7, 2025 TO: Joint Development Authority Board of Commissioners FROM: Jessica Jagoe, Development Director SUBJECT: JDA Planning Case 25-002 - Ryan Companies US, Inc. Development Agreement Commissioners Should Consider Motions to approve, table, or deny the following: •Development Agreement for Ryan Companies US, Inc. (Ryan RCC I, LLC) based on the Joint Development Authority approval of JDA Planning Case 25-002 on March 17, 2025. Background On March 17, 2025, the Joint Development Authority approved a Preliminary Plat, Final Plat, and Site Plan Review for Ryan Companies US, Inc. (“Applicant/Developer”) at Outlot A, off of Rice Creek Parkway. The project was approved with 19 conditions. The Developer will develop the site for a combined office and manufacturing use for Micro Control Company, which the Applicant describes as an “advanced technology company that specializes in Technology, R & D, and Advanced Technology Testing.” The Applicant has stated that the company provides “over 240 high-quality jobs, offers competitive wages and benefits, and anticipates more than 20% growth in the next 5 years.” The proposed structure would be an approximately 157,820 square foot building. This project requires a Development Agreement between the Joint Development Authority and the Developer before the development permits can be issued. The JDA Attorney has prepared the Agreement and the document has been reviewed and approved by the Applicant as well as the respective City and County Attorneys and staff (Attachment A). Options and Motion Language Development staff has provided the following motion language for this case. Joint Development Authority TCAAP Redevelopment Project 1. Approval: Motion to approve the Development Agreement for Ryan Companies US, Inc. based on the Joint Development Authority approval of JDA Planning Case 25-002 on March 17, 2025. 2. Denial: Motion to deny the Development Agreement for Ryan Companies US, Inc. based on the Joint Development Authority approval of JDA Planning Case 25-002 on March 17, 2025: the Joint Development Authority should identify findings to deny should specifically reference the reasons for denial and why those reasons cannot be mitigated. 3. Table: Motion to table the Development Agreement for Ryan Companies US, Inc. based on the Joint Development Authority approval of JDA Planning Case 25-002 on March 17, 2025: the Joint Development Authority should identify a specific reason and/or information requested should be included with a motion to table. Budget Impact N/A Attachments A. Development Agreement 1 TW185\1\1011577.v13 (reserved for recording information) DEVELOPMENT AGREEMENT (Developer Installed Infrastructure) RICE CREEK COMMONS THUMB PARCEL THIS DEVELOPMENT AGREEMENT (“Agreement”) is dated ____________________, 2025, and is by and between the Twin Cities Army Ammunition Plant Joint Development Authority, a Minnesota joint powers entity organized under Minn. Stat. § 471.59 9 (the “JDA”), and Ryan RCC I, , a limited liability company organized under the laws of the state of Delaware (the “Developer”). WHEREAS, the City of Arden Hills (the “City”) and Ramsey County (the “County”) are parties to a Joint Powers Agreement (the “JPA”) to develop property within the City and the County known as the Twin Cities Army Ammunition Plant (“TCAAP”), or now commonly known as Rice Creek Commons; and 2 TW185\1\1011577.v13 WHEREAS, the JPA created a joint powers board made up of representatives of the City and County, and a resident of the City to govern the development of Rice Creek Commons known as the TCAAP Joint Development Authority; and WHEREAS, Ramsey County is the fee owner of Outlot A, TCAAP, according to the recorded plat thereof, a 40.10 Acre Parcel, also known as and identified as the Thumb Parcel on the TCAAP Master Plan Land Use Map the (“Thumb Parcel”); and WHEREAS, Developer has entered into an agreement with Ramsey County to purchase the Thumb Parcel in two phases; and WHEREAS, Developer intends to purchase the northernmost 9.82 Acres of the Thumb Parcel (the “Subject Property”) legally described as follows: Lot 1, Block 1, Rice Creek Commons, according to the recorded plat thereof, Ramsey County, Minnesota; and WHEREAS, Developer intends to construct, on the Subject Property, an approximately 157,820 GSF build-to-suit commercial building for office and manufacturing use, as well as certain on and off-site Infrastructure Improvements as defined herein (the “Project”); and WHEREAS, Developer has submitted a land use application for preliminary and final plat approval to subdivide the Thumb Parcel into two parcels and a site plan review for the Subject Property; and WHEREAS, Developer has also applied for permitted adjustments to allow a reduction of required parking spaces by 10% and waiver of the Project Circulation Plan, as defined by the TCAAP Redevelopment Code; and 3 TW185\1\1011577.v13 WHEREAS, Developer seeks approval of its compliance, with certain conditions, with the JDA Sustainability guidelines; and WHEREAS, the JDA requires that the Developer perform work and install certain infrastructure improvements within the Thumb Parcel and the Subject Property , as more particularly provided herein, and as reflected in the Plans (as defined below) (the “Infrastructure Improvements”, and together with the Subject Property, the “Project Site”). NOW, therefore, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows: 1. REQUEST FOR APPROVAL. The Developer applied to the JDA for approval of a preliminary plat, final plat, site plan, and permitted adjustments to allow a reduction of required parking spaces by 10% and waiver of the Project Circulation Plan, as defined by the TCAAP Redevelopment Code for the Subject Property for Developer to construct the Project (collectively, the “Project Approvals”). The Subject Property is in the City of Arden Hills, County of Ramsey, State of Minnesota, and is legally described as set forth on Exhibit A. The Developer proposes to construct the Project on the Subject Property and the Project Site. The required Infrastructure Improvements include stormwater system improvements (the “Stormwater System Improvements”), and water system improvements as depicted on Exhibit B (the “Water System Improvements”). The Subject Property is zoned TRC CC-Campus Commercial Zoning District and is guided as Campus Commercial in the 2040 Arden Hills Comprehensive Plan. 2. CONDITIONS OF APPROVAL. The JDA has approved the Project Approvals for the Project pursuant to Resolution No. 2025-001, which was adopted on March 17, 2025, which approval included the following conditions: 4 TW185\1\1011577.v13 A. The Developer becomes fee owner of the Subject Property and abides by all terms of the purchase agreement for the Subject Property. B. That the final plat and this Agreement have been recorded with the Ramsey County Recorder and Ramsey County Registrar of Titles within sixty (60 days) after the approval of the final plat for the Subject Property. C. That the Developer meets the standards in the JDA Sustainability Design Guidelines as approved by the JDA, as reflected in the attached Exhibit C. D. That the Developer executes and records the Declaration of Restrictive Covenants against the Subject Property in the form attached hereto as Exhibit D. E. That the Developer provide the Security (as outlined in Section 33) and furnish the cash requirements (as outlined in Section 34). F. That the Developer executes the Stormwater Maintenance Agreement in the form attached hereto as Exhibit E. G. That the Developer has obtained a temporary easement to construct the Stormwater System Improvements and Water System Improvements which easement shall be granted by the Ramsey County (the “Temporary Easement”). H. That the Developer constructs the Water System Improvements as depicted in Exhibit B. I. That the City of Arden Hils and the City of Mounds View have put in place a fully executed Emergency Water Interconnect Agreement. Prior to 5 TW185\1\1011577.v13 issuance of a Certificate of Occupancy, the Developer shall install the fully functioning emergency interconnect. J. Commercial/industrial dedication shall be a cash contribution in lieu of land and calculated based upon the fair market value of Lot 1, Block 1. 6. Park Development shall be a cash contribution in lieu of park and calculated using the fair market value of Lot 1, Block 1, each in the amounts set forth below. K. A separate sign permit shall be required for all signs on the Subject Property. L. A right-of-way permit shall be required for work performed within or impacting the City, Ramsey County, or Minnesota Department of Transportation right-of-way. M. A Grading and Erosion permit shall be obtained from the City’s Engineering Division prior to commencing any grading, land disturbance or utility activities on the Project Site. The Developer shall be responsible for obtaining any permits necessary from other agencies, including but not limited to, MPCA, Rice Creek Watershed District, MnDOT and Ramsey County (i.e., ROW or access) to the extent required for the Project. N. The Project shall be completed in accordance with the Plans. Any material changes to the Plans, as reasonably determined by the JDA Development Director, shall require review and approval by the JDA. O. All items identified in the February 28, 2025, PW/Engineering Division memo listed on Exhibit F attached shall be addressed. All comments shall 6 TW185\1\1011577.v13 be adopted herein by reference. P. All items identified in the March 10, 2025, and March 11, 2025, Ramsey County email listed on Exhibit G attached shall be addressed. All comments shall be adopted herein by reference. Q. Final grading, drainage, utility, and site plans (collectively, the “Civil Plans”) shall be subject to approval by the Public Works Director, City Engineer, and Community Development Director prior to the issuance of a grading and erosion control permit or other development permits. R. Upon completion of the Project, a grading as-built and utility as-built survey shall be provided to the City for review. S. Heavy duty silt fence and adequate erosion control around the entire construction site on the Project Site shall be required and maintained by the Developer during construction to ensure that sediment and storm water does not leave the Project Site. T. The Developer shall be responsible for protecting the proposed on-site storm sewer infrastructure and components and any existing storm sewer from exposure to any and all stormwater runoff, sediments and debris during all construction activities on the Project Site and related to the Project. Temporary stormwater facilities shall be installed on the Project Site to protect the quality aspect of the proposed and existing stormwater facilities prior to and during construction activities for the Project. 7 TW185\1\1011577.v13 Maintenance of any and all temporary stormwater facilities shall be the responsibility of the Developer. U. All disturbed areas of boulevards shall be restored with sod. All areas of the Project Site, where disturbed, shall be sodded or seeded and maintained. The fee owner of the Subject Property shall mow and maintain all site boulevards to the curb line of the public streets. V. A violation of any condition set forth above shall be a violation of the TCAAP Redevelopment Code (the” TRC”) and shall be cause for revocation of the Project Approvals. W. The approval of the permitted adjustments for the Subject Property shall not be interpreted as an approval of any similar permitted adjustments for future plat applications within the Thumb Parcel. 3. RIGHT TO PROCEED. A. The Developer may not grade or otherwise disturb the earth on the Project Site until all the following conditions have been satisfied: 1) This Agreement has been fully executed by both parties; 2) The Security has been received by the JDA, 3) The grading permit has been obtained by the Developer, and 4) To the extent that any grading will be outside of the Subject Property, the Developer has obtained the Temporary Easement. B. Within the Subject Property or the Thumb Parcel, the Developer may not construct sewer lines, water lines, streets, utilities, public or private improvements, or any buildings until all the following conditions have been satisfied: 8 TW185\1\1011577.v13 1) this Agreement has been fully executed by both parties and recorded in the Office of the Ramsey County Recorder and/or Registrar, 2) The Security has been received by the JDA to the extent set forth in Section 33 below, 3) The Final Plat and this Agreement have been recorded in the Office of the Ramsey County Recorder and/or Registrar, as applicable, within sixty (60) days of JDA approval, failure to do so will void the plat approval. 4. COMMENCEMENT AND COMPLETION OF DEVELOPMENT. The Developer shall obtain a building permit from the City within one year of recording this Agreement and commence construction on the Subject Property within six (6) months after issuance of the building permit. The Developer shall substantially complete construction on the Subject Property within twenty-four months after issuance of the building permit. 5. PHASED DEVELOPMENT [INTENTIONALLY DELETED] 6. PRELIMINARY PLAT STATUS. [INTENTIONALLY DELETED]. 7. CHANGES IN OFFICIAL CONTROLS. For the period beginning on the date of this Agreement, and continuing for two (2) years after that date, no amendments to the TRC, the City’s Comprehensive Plan, or other JDA, City, or County codes, ordinances, regulations, requirements or other official controls (the “JDA Official Controls”) shall apply to or affect the use, development density, lot size, lot layout or dedications of the approved final plat or approved development unless required by state or federal law or agreed to in writing by the JDA and the Developer. Thereafter, notwithstanding anything in this Agreement to the contrary, to the full 9 TW185\1\1011577.v13 extent permitted by state law, the JDA may require compliance with any amendments to the JDA Official Controls platting or dedication requirements enacted after the date of this Agreement with respect to property which did not receive final plat or development approval less than two (2) years prior to any such amendments. 8. DEVELOPMENT PLANS. The Subject Property shall be developed in accordance with the plans for the Subject Property, including the architectural plans, lighting plans, and landscape plans, and in accordance with the Civil Plans for the Project Site (as reviewed and approved on March 17, 2025, by the JDA, with such amendments as may be approved by the JDA Engineer or the JDA Development Director collectively, the “Plans”). The Plans shall not be attached to this Agreement. The Plans may be prepared, subject to City approval, after entering this Agreement, but before commencement of any work on the Subject Property or the Thumb Parcel. If the Plans vary from the written terms of this Agreement, the Plans shall control. 9. INFRASTRUCTURE IMPROVEMENTS. The Developer shall install and pay for the following public and private Infrastructure Improvements as required to be built within the Project in accordance with the Plans: A. Sanitary Sewer System (private) B. Water System (public and private)(Exhibit B) C. Parking Lot (private) D. Driveway (public) E. Concrete Curb and gutter (private) F. Site Grading, Ponding, and Erosion Control (private) G. Landscaping (private) H. Surveying and Staking (public and private) I. Setting of Iron Monuments The Infrastructure Improvements shall be installed in accordance with the City Code. The Developer will not use power equipment between the hours of 7:00 p.m. and 7:00 a.m. The Developer shall submit plans and specifications for permits which have been prepared by a 10 TW185\1\1011577.v13 competent registered professional engineer to the JDA for approval by the engineer designated by the JDA (the “JDA Engineer”), which approval shall be provided on the condition that such submittals comply with the Plans and this Agreement. The Developer shall instruct its engineer to provide adequate field inspection personnel to assure an acceptable level of quality control. In addition, the JDA may, at the JDA’s sole discretion and at the Developer’s sole expense, have one or more construction observes and a geotechnical engineer (the “JDA Inspectors”) inspect the grading (site grading and stormwater pond) and utilities (sanitary and storm sewer) as the JDA may reasonably determine. The JDA will have a full-time inspector on site, during construction of the Water System Improvements, at Developer’s sole expense. If as a result of such inspection, the JDA Inspector reasonably determines that the Developer has failed to comply with the approved Plans, the JDA shall instruct the Developer as to the nature of the non-compliance and the necessary steps to achieve compliance. The Developer, its contractors and subcontractors, shall follow all instructions received from the JDA Inspectors. The Developer or Developer’s engineer shall provide for on-site project management. The Developer or Developer’s engineer is responsible for design changes and contract administration between the Developer and the Developer’s contractor. The Developer or Developer’s engineer shall schedule a pre-construction meeting at a mutually agreeable time and location with all parties concerned, including the JDA, City and County staff to review the program for the construction work. As required by Arden Hills City Code Section 1140.04, Subd.2, the Developer shall furnish Security in an amount equal to 125% of the cost of the Infrastructure Improvements as estimated by the JDA Engineer. . The Developer shall provide the City with an “as constructed” plan certified by a registered land surveyor or engineer that confirms the final construction of the Infrastructure Improvements. 11 TW185\1\1011577.v13 Related Security, as defined herein, will be withheld until the “as constructed” plan is accepted by the City Engineer. 10. OWNERSHIP OF INFRASTRUCTURE IMPROVEMENTS. Developer shall notify the JDA upon completion of the Infrastructure Improvements lying within easements, and the JDA shall inspect the completed Infrastructure Improvements and notify Developer if any of the Infrastructure Improvements do not conform to the Plans requirements of this Agreement. Promptly upon compliance with this Agreement with respect to the Infrastructure Improvements, and with the exception of the portion of the Stormwater System Improvements that are not to be owned by the City, the JDA shall give formal notice of acceptance of the Infrastructure Improvements lying within public easements to Developer and upon such notice, the Infrastructure Improvements lying within public easements shall become City or County property, as appropriate, without further notice or action, and thereafter Developer shall have no responsibility with respect to the maintenance of the Infrastructure Improvements lying within public easements, except during any warranty periods. The Developer shall, at its expense, prepare any streets which are in the public right of way and are included within the Infrastructure Improvements for snowplowing and other maintenance prior to formal acceptance by the City of such streets. This preparation shall include, without limitations, ramping any manholes as necessary to avoid damage to snowplows or other vehicles used in street maintenance. Should damage occur to City snowplows or other vehicles during the course of snowplowing or other maintenance procedures prior to formal acceptance of the street by the City, the Developer shall pay all such damages and shall indemnify and hold the City harmless for all such damage, cost, or expense incurred by the City with regard thereto. 12 TW185\1\1011577.v13 The Stormwater System Improvements, upon completion, must be inspected and approved by the JDA Inspector. Following such approval, the Stormwater System Improvements, other than those on the Subject Property, will remain the property of the County. Developer and the JDA agree that the Stormwater System Improvements may be redesigned, enlarged, or relocated at the time of future development of the Thumb Parcel to serve such additional development (“Future Stormwater System Improvements”). Following completion of development on the Thumb Parcel, the Future Stormwater System Improvements will be dedicated to the City. 11. WARRANTY. The Developer warrants all Infrastructure Improvements required to be constructed by it pursuant to this Agreement for a period of twenty-four (24)months from the date of acceptance by the City against poor material and faulty workmanship. All trees and shrubs shall be warranted to be alive, of good quality, and disease free for twenty-four (24) months after planting. Any replacement trees and/or shrubs shall be warranted for twenty-four (24) months from the time of planting. 12. IRON MONUMENTS. As part of the Security, the Developer shall post a $2,500.00 as security for the final placement of interior subdivision iron monuments at the corners of the Subject Property. In accordance with Minnesota Statutes § 505.021 and Arden Hills City Code Section 1140.01, the final placement of iron monuments for all lot corners and/or angles must be completed before the applicable security is released. The Developer’s surveyor shall also submit a written notice to the JDA certifying that the monuments have been installed. 13. PERMITS. The Developer shall obtain or require its contractors and subcontractors to obtain all necessary permits, including but not limited to the following to the extent required: • Ramsey County for County Road Access and Work in County Rights-of- Way 13 TW185\1\1011577.v13 • MnDOT for State Highway Access • Minnesota Department of Health for Watermains • MPCA for Storm Water Issues, Sanitary Sewer and Hazardous Material Removal and Disposal • DNR for Dewatering • Rice Creek Watershed District • City of Arden Hills for Building Permits • City of Arden Hills Grading and Erosion Control Permit (Escrow will be determined at the time of application) • City of Arden Hills Water and Sewer Connect Permits • NPDES Construction Stormwater Permit 14. DEWATERING. Due to the variable nature of groundwater levels and stormwater flows, it will be the Developer’s and the Developer’s contractors and subcontractors’ responsibility to satisfy themselves with regard to the elevation of groundwater in the area and the level of effort needed to perform dewatering and storm flow routing operations. All dewatering shall be in accordance with all applicable county, state, and federal rules and regulations. DNR regulations regarding appropriations permits shall also be strictly followed. 15. TIME OF PERFORMANCE. The Developer shall install all required Infrastructure Improvements by October 31, 2026, with the exception of the final wear course of asphalt on streets and any seasonal installation of landscaping. The final wear course on streets shall be installed before October 15, 2026 (unless a later date is approved in writing by the JDA Engineer), and can be installed in the same season as the base layer of asphalt. The Developer may, however, request an extension of time from the JDA. If an extension is granted, it shall be conditioned upon updating the Security posted by the Developer to reflect cost increases and the extended completion date. Final wear course placement must have the written approval of the JDA’s Engineer and may be delayed or scheduled at any time of the year based upon existing site conditions at the discretion of the JDA’s Engineer. 14 TW185\1\1011577.v13 16. LICENSE. The Developer hereby grants the JDA, City, and County and their respective agents, employees, officers and contractors a temporary license to enter the Subject Property to the extent necessary to complete inspections in accordance with this Agreement. 17. EROSION CONTROL. Prior to initiating site grading, the erosion control plan shall be implemented by the Developer and inspected and approved by the JDA. The JDA may impose additional erosion control requirements if reasonably required. Prior to performing any work, Developer must post escrow in the amount to be determined by the JDA engineer to ensure proper installation, completion, maintenance, inspection, and enforcement of the Plan. All areas disturbed by the excavation and backfilling operations shall be stabilized immediately when it is known that construction activities will not resume for fourteen (14) days after the completion of the work, weather permitting, or plan to utilize temporary cover on portions of the site that will sit dormant for these periods of time whether or not final grading has been completed unless authorized and approved by the JDA Engineer. Except as otherwise provided in the erosion control plan, seed shall be in accordance with the City’s current seeding specification which may include certified oat or annual rye seed to provide a temporary ground cover as rapidly as possible. All seeded areas shall be maintained as necessary for seed retention. The parties recognize that time is of the essence in controlling erosion. The City’s erosion control inspector will perform site inspection on a bi-weekly basis. The Developer is responsible to have a dedicated Certified Erosion Site Manager to perform all required inspections per MPCA, MS4, NPDES and Rice Creek Watershed District. If the Developer does not comply with the erosion control plan and schedule or supplementary instructions received from the JDA, the JDA shall provide the Developer notice and a reasonable amount of time under the circumstances to cure, failing which the JDA may take such action as it deems appropriate to control erosion and the frequency of inspections by the 15 TW185\1\1011577.v13 City’s inspector may increase. The JDA will endeavor to notify the Developer in advance of any proposed action, but failure of the JDA to do so will not affect the Developer’s and JDA’s rights or obligations hereunder. If the Developer does not reimburse the JDA for any cost the JDA incurred for such work within thirty (30) days, the JDA may draw down the escrow to pay any costs. No development, street or utility construction will be allowed, and no building permits will be issued unless the plat is in full compliance with the approved erosion control plan. 18. GRADING PLAN. The Subject Property shall be graded in accordance with the approved grading development and erosion control plan and related permit. The plan shall conform to City specifications and JDA Official Controls. Within thirty (30) days after completion of the grading the Developer shall provide the City with an “as constructed” grading plan certified by a registered land surveyor or engineer that confirms the final constructed elevations and addresses all items in the engineering review as identified in the February 28, 2025, PW/Engineering Division Memo. Swales, and ditches for public drainage, if applicable, will be constructed on public easements or land owned by the City. Notwithstanding the foregoing, the City may issue a certificate of occupancy to the Developer, prior to completion of all grading, provided the JDA Engineer has determined that adequate erosion control measures are in place. The “as constructed” plan shall include field verified elevations of the following: a) location and elevations along all swales, and ditches; b) wetlands, wetland mitigation areas if any, ditches, locations and dimensions of borrow areas/stockpiles, and installed "conservation area" posts; c) all items as stated within the City Grading and Erosion Control Permit; and d) lot comer elevations. The City will withhold issuance of building permits until the approved certified grading plan is on file with the City and all erosion control measures are in place as determined by the JDA Engineer. 16 TW185\1\1011577.v13 19. CLEAN UP. The Developer shall clean dirt and debris from streets adjacent to the Project that has resulted from construction work by the Developer, subcontractors, their agents or assigns. Prior to any construction at the Project, the Developer shall identify in writing a responsible party and schedule for erosion control, street cleaning, and street sweeping. 20. PREVAILING WAGE. At the time of initial construction of the Project, including the Infrastructure Improvements and any future tenant improvements to structures on the Subject Property, will conform with the labor laws of the State of Minnesota, and all other laws, ordinances, and legal requirements affecting the work in Ramsey County and Minnesota including the Ramsey County Prevailing Wage Ordinance No. 2013-329 (“Ordinance”). Notwithstanding the foregoing, labor for the Project shall not be required to be union labor. Failure to comply with these requirements is a breach of this Agreement and, in addition, may result in civil or criminal penalties. In acknowledgement of this condition, Developer must provide an executed copy to the JDA of the Prevailing Wage Certification, attached hereto as Exhibit H. 21. ENGINEERING AND ADMINISTRATION ESCROW. The Developer shall pay a fee for administration, legal, and engineering administration to cover the direct costs for professional services provided during the review, approval and inspection of the Development Fees will be based on standard hourly rates provided by JDA staff, JDA legal advisors, and the JDA’s consulting engineer. JDA engineering administration will include consultation with Developer and Developer’s engineer on design, construction inspection and observation, consultation regarding construction status or problems regarding the project, and coordination for final inspection and acceptance. JDA engineering administration will also include the verification of record construction drawings and City base map upgrading by the JDA Engineer as part of the 17 TW185\1\1011577.v13 Administrative/ Engineering Fee. In order to cover the cost of this fee, Developer will provide a $30,000.00 escrow (the “Administrative Escrow”), which is separate and in addition to any other escrow funds required under this Agreement. 22. TCAAP DEVELOPMENT PROFESSIONAL SERVICES CHARGE. The Developer shall pay a fee for the planning costs used by the JDA in its preparation of documents and other associated redevelopment activities as authorized with Section 3.7.2 and 3.7.3 of the Joint Powers Agreement. The fee for 2025 is $2,743.00 per acre, for total of $26,881.40 for 9.8 Acres. 23. CLAIMS. The Developer shall indemnify and defend the JDA from and against any claims made by subcontractors employed by Developer to provide labor, materials, or otherwise perform work for the Project due to nonpayment from the Developer (“Subcontractor Claims”). Additionally, Developer hereby authorizes the JDA, the City or the County, as applicable, to commence an Interpleader action pursuant to Rule 22, Minnesota Rules of Civil Procedure for the District Courts, to draw upon the letters of credit in an amount up to 100 percent of the Subcontractor Claim(s) and deposit the funds in compliance with the Rule, and upon such deposit, the Developer shall release, discharge, and dismiss the JDA, the City, or the County from any further proceedings as it pertains to the letters of credit deposited with the District Court, except that the Court shall retain jurisdiction to determine reasonable attorneys’ fees pursuant to this Agreement. 24. SANITARY SEWER CHARGE. Prior to the issuance of a building permit for the Project, Developer shall pay charges for sanitary sewer. The sewer connection fee will be collected at the rate as adopted in the city fee schedule at the time of issuance of the building permit based on per acre or portion thereof. A sewer availability fee in an amount to be determined based on 18 TW185\1\1011577.v13 the Metropolitan Council's formula for calculating new sewer availability charge (SAC) units. The Developer shall apply to the Metropolitan Council for a SAC determination for the Project. The Parties acknowledge that this Agreement was prepared prior to receiving a SAC unit determination from the Metropolitan Council, and final charges will be adjusted in accordance with the adopted fee schedule for the City of Arden Hills and number of SAC units. 25. WATER CHARGE. Prior to issuance of a building permit for the Project, Developer shall pay charges for water supply. The water connection fee will be collected at the rate as adopted in the city fee schedule at the time of issuance of the building permit based on per acre or portion thereof. The water availability fee in an amount to be determined based on the Metropolitan Council's formula for calculating new sewer availability charge (SAC) units. The Developer shall apply to the Metropolitan Council for a SAC determination for the Project. The Parties acknowledge that this Agreement was prepared prior to receiving a SAC unit determination from the Metropolitan Council, and final charges will be adjusted in accordance with the adopted fee schedule for the City of Arden Hills and number of SAC units. 26. STORM SEWER CHARGE. The Project is subject to charges for stormwater review and approval by the Rice Creek Watershed District. 27. COMMERCIAL/INDUSTRIAL LAND DEDICATION. The Developer shall submit a cash contribution in lieu of land dedication. The cash payment shall be determined based on the fair market value of 7.5% of the land that would otherwise be dedicated to the City. Based upon the fair market value of the land of $3,122,642.16, the Developer shall submit the commercial/industrial land dedication fee of $234.198.16 prior to the issuance of a building permit for the Project. 19 TW185\1\1011577.v13 28. COMMERCIAL/INDUSTRIAL PARK DEDICATION. The Developer shall submit a cash contribution in lieu of park dedication. The cash payment shall be determined based on the fair market value of 7.5% of the land that would otherwise be dedicated to the City. Based upon the fair market value of the land of $3,122,642.16, the Developer shall submit the commercial/industrial park dedication fee of $234,198.16 to be submitted prior to the issuance of a building permit for the Project. 29. LANDSCAPING. Prior to the issuance of a building permit for the Project, as part of the Security, a landscape financial security in the amount of 125% of the estimated cost of the landscaping shall be submitted by Developer. Landscaping shall be completed in accordance with Attachment J of the March 17, 2025, staff report to the Joint Development Authority. The landscape financial security shall be held for two full growing seasons. For any landscaping or screening that is not in accordance with the Plans at the end of two growing seasons, Developer will replace the material to the JDA’s satisfaction before the guaranty is released. In the event, the JDA determines a replacement is required after two growing season and Developer fails to complete such replacement within thirty (30) days after written notice from the JDA and the commencement of the next growing season, then JDA may, at its sole discretion, use the proceeds of the performance guaranty to complete such replacement. 30. TREE PRESERVATION. The Developer intends to remove trees in accordance with Section 1325.055 Subd. 6, the number of caliper inches of trees required for replacement shall be completed on the Project Site. 31. TRAFFIC CONTROL SIGNS, STREET LIGHT AND STREET MAINTENANCE. [INTENTIONALLY DELETED] 20 TW185\1\1011577.v13 32. SPECIAL PROVISIONS. The following special provisions shall apply to the Development: A. Implementation of the recommendations listed in JDA Resolution 2025- 001, approved and adopted by the Joint Development Authority on March 17, 2025. B. The Developer is required to submit the Final Plat to the JDA in electronic format. The electronic format shall be Auto CAD file. 33. SUMMARY OF SECURITY REQUIREMENTS. To guarantee compliance with the terms of this Agreement, payment of the costs of all improvements, and construction of all Infrastructure Improvements, the Developer shall, prior to issuance of the building permit, furnish the JDA with a cash payment for only those items listed in paragraph B below, Developer may, in lieu of cash, provide a bond (the cash or, as applicable the bond, collectively the “Security”) as indicated below. Any bond provided as Security must be issued by a surety company authorized to conduct business in the state of Minnesota, and will identify the Infrastructure Improvements and the time schedule for their completion. The amount of the Security includes all of the Security requirements set for in the preceding sections of this Agreement and was calculated as follows: A. CONSTRUCTION COSTS – CASH OR LETTER OF CREDIT ONLY: Sanitary Sewer System $ 32,000 Water System (private south run of water loop) $150,000 Parking Lot $338,000 Concrete Curb and Gutters $142,000 Total costs $662,000 21 TW185\1\1011577.v13 Grand total Cash/LOC Security (125%) $827,500 B. CONSTRUCTION COSTS – CASH, LOC, OR BOND PERMITTED: Water System (North and East runs of $200,000 Water loop and trenching connection to Mounds View) Driveway $ 12,000 Landscaping $456,000 Surveying and Staking (public and private) $ 25,000 Total Costs $693,000 125% of Costs $866,250 Setting of Monuments $ 2,500 Grand total Cash/LOC/Bond Security $868,750 This breakdown is for historical reference; it is not a restriction on the use of the Security. The letter of credit issued as the Security shall be subject to the approval of the JDA. The Security shall be issued for a term extending through the warranty period. The Letter of Credit may be for shorter term provided they are replaced at least thirty (30) days prior to their expiration. Following an event of default (as defined below), the JDA may draw down the Security, upon five (5) business days prior written notice to Developer, for any violation of the terms of this Agreement the performance of which is expressly guaranteed by the Security. Amounts drawn shall not exceed the amounts necessary to cure the event of default. If the Security is drawn down, the proceeds shall be used to cure the event of default. Developer shall, from time to time, provide the JDA with evidence (which evidence may take the form of an architect's or engineer's certification accompanied by partial lien waivers for the work in question, or such other evidence as is reasonably acceptable to the JDA) that certain portions of the Project secured by the Security have 22 TW185\1\1011577.v13 been completed and paid for as required by this Agreement, and upon receipt of such proof, the Security shall be reduced by an amount equal to ninety percent (90%) of the cost of such portions of the Project. Ten percent (10%) of the amounts certified by the Developer's engineer or architect shall be retained as Security until the Project has been completed and all financial obligations to the JDA under this Agreement have been satisfied, at which time all remaining Security shall be promptly released. 34. SUMMARY OF CASH REQUIREMENTS. The following is a summary of the cash requirements under this Agreement which must be furnished to the JDA at the time of Final Plat approval and execution of this Agreement by the JDA, unless otherwise provided below: Engineering, JDA Administration (Cash Escrow) $30,000.00 Legal Expenses (Cash Escrow) $2,500.00 TCAAP Development Prof. Services (at time of building permit) $26,881.40 Commercial/Industrial Land Dedication (at time of building permit) $234,198.16 Commercial/Industrial Park Development (at time of building permit) $234,198.16 Sanitary Sewer Charge (at time of building permit) $TBD Water Charge (at time of building permit) $TBD 35. RESPONSIBILITY FOR COSTS. A. Except as otherwise specified herein, the Developer shall pay all costs incurred by it or the JDA in conjunction with the Project on the Subject Property, including but not limited to Soil and Water Conservation District charges, legal, planning, engineering and inspection expenses incurred in connection with approval of the Development, the preparation of this Agreement, review of construction plans and documents, and all costs and 23 TW185\1\1011577.v13 expenses incurred by the JDA in monitoring and inspecting development of the Project Site. B. The Developer shall reimburse the JDA for reasonable costs actually incurred in the enforcement of this Agreement, including engineering and reasonable attorneys’ fees. C. The Developer shall pay in full all bills submitted to it by the JDA for obligations incurred under this Agreement within thirty (30) days after receipt. If the bills are not paid on time, the JDA may halt plat development and construction until the bills are paid in full. Bills not paid within thirty (30) days shall accrue interest at the rate of twelve percent (12%) per year. 36. DEVELOPER’S DEFAULT. The occurrence of any of the following a thirty (30) day written notice from the JDA specifying such default and providing Developer the opportunity to cure such default (provided if such default is not capable of being cured within such 30-day period, Developer shall have an additional 90 days to cure such default so long as Developer has commenced the cure within the initial 30-day cure period), shall be considered an “event of default” and the terms and conditions contained in this Agreement: A. Failure of the Developer to comply with any of the terms and conditions contained in this Agreement or future Agreement related to the Subject Property or the Thumb Parcel; and B. Failure of the Developer to comply with any applicable ordinance or statute with respect to the development of the Property. 37. REMEDIES. Upon the occurrence of an event of default, the JDA, in addition to any other remedy which may be available to it, shall be permitted to do any of the following: 24 TW185\1\1011577.v13 A. JDA may make advances or take other steps to cure the default, and, where necessary, enter the Property for that purpose. The Developer shall pay all sums so advanced, or expenses incurred by the JDA upon demand, with interest from the dates of such advances or expenses at the rate of 10% per annum or the maximum amount permitted by law if less than 10%. No action taken by the JDA pursuant to this section shall be deemed to relieve the Developer from curing any such defaults to the extent that it is not cured by the JDA or from any other default hereunder. The JDA shall not be obligated, by virtue of the existence or exercise of this right, to perform any such act or cure any such default. The Developer shall save, indemnify, and hold harmless, including reasonable attorney’s fees, the JDA, the City, and the County from liability or other damages which may be incurred as a result of the exercise of the JDA’s, the City’s, or the County’s rights pursuant to this section. B. Obtain an order from a Court of Competent Jurisdiction requiring the Developer to specifically perform its obligations pursuant to the terms and provisions of this Agreement. C. Exercise any other remedies which may be available to it, including an action for damages. D. Withhold the issuance of any building permits and/or prohibit the occupancy of all building which permits have been issued. E. In addition to the remedies and amounts payable as set forth herein, upon the occurrence of an event of default, the Developer shall pay the JDA all 25 TW185\1\1011577.v13 fees and expenses, including reasonable attorneys’ fees, engineering and consultant fees incurred by the JDA as a result of an event of default, whether or not a lawsuit or action is formally undertaking. 38. RECORDS. The JDA may at all reasonable times, after reasonable notice, inspect, examine and copy all books and records of the Developer relating to the Development and the Project. The Developer shall retain books and records pertaining to the Project and shall use commercially reasonable efforts to cause the contractor or contractors, and all subcontractors, to make their books and records relating to the Project available to the JDA, upon reasonable notice, for inspection, examination and audit. These records shall be kept and maintained by the Developer for a period of 6 years following completion of construction of the Project. 39. MISCELLANEOUS. A. The JDA and the Developer agree that the laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations between the undersigned parties and performance under it without regard to principals of conflicts of law. The language of this Agreement is and shall be deemed a result of negotiations among the parties and the respective legal counsel and shall not be strictly extrude for or against any party. Each party agrees that any action arising out of or in connection with this Agreement shall be brought solely in the courts of the State of Minnesota, Second Judicial District, or the United States District Court for the District of Minnesota. B. This Agreement shall run with the land and shall be recorded against the title to the Subject Property. The Developer covenants with the JDA, its 26 TW185\1\1011577.v13 successors and assigns, that the Developer is well seized in fee title of the Subject Property being developed and/or has obtained the Ramsey County consent to this Agreement, in the form attached hereto, and any necessary consents from all parties who have an interest in the Project Site; that there are no unrecorded interests in the Subject Property; and that the Developer will indemnify and hold the JDA harmless for any breach of the foregoing covenants. C. Other than the City and the County, third parties shall have no recourse against the JDA or Developer under this Agreement. D. If any portion, section, subsection, sentence, clause, paragraph, or phrase of this Agreement is for any reason held invalid, such decision shall not affect the validity of the remaining portions of this Agreement. E. The action or inaction of the JDA shall not constitute a waiver or amendment to the provisions of this Agreement. To be binding, amendments or waivers shall be in writing, signed by the parties and approved by written resolution of the JDA Board of Commissioners. The JDA’s failure to promptly take legal action to enforce this Agreement shall not be a waiver or release. F. Developer will hold the JDA, the City, and the County and their respective officers, agents, and employees harmless from claims made by third parties, including but not limited to other property owners, tenants, contractors, subcontractors, and materialmen, for damages sustained, costs incurred, or injuries resulting from Developer’s development of the Project, unless such 27 TW185\1\1011577.v13 claims are caused by the JDA’, City’s, or County’s negligent, reckless, intentional or willful misconduct. The Developer will indemnify the JDA, the City, and the County and its officers, agents, and employees for all costs, damages, or expenses, including reasonable engineering and attorney’s fees, which the JDA, the City, or the County may pay or incur in consequence of such claims, except if caused by JDA, City, or County negligence, reckless, intentional or willful misconduct. G. In addition to all legal or equitable remedies, an event of default by the Developer pursuant to this Agreement may be grounds for denial of building permits, and Certificates of Occupancy for the Project. H. Each right, power or remedy herein conferred upon the JDA is cumulative and in addition to every other right, power or remedy, express or implied, now or hereafter arising, available to JDA, at law or in equity, or under any other agreement, and each and every right, power and remedy herein set forth or otherwise so existing may be exercised from time to time as often and in such order as may be deemed expedient by the JDA and shall not be a waiver of the right to exercise at any time thereafter any other right, power or remedy. I. Insurance: Developer shall take out and maintain or cause to be taken out and maintained until six (6) months after the City or the County, as applicable, has accepted the Infrastructure Improvements an All-Risk Broad Form Basis Insurance Policy and policies covering the following: 28 TW185\1\1011577.v13 1. Builder’s risk insurance, written on the so-called “Builder’s Risk Completed Value Basis,” in an amount equal to 100% of the insurable value of the Development at the date of completion, and with coverage available in nonreporting form on the so-called “all risk” form of policy; 2. Commercial general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) with limits against bodily injury and property damage of not less than $2,000,000 for each occurrence and as an annual aggregate (to accomplish the above-required limits, an umbrella excess liability policy may be used); 3. Workers’ compensation insurance, with statutory coverage; 4. Employer’s liability insurance, with minimum limits as follows: (A) $500,000 bodily injury by disease per employee, (B) $500,000 bodily injury by disease aggregate, and (C) $500,000 bodily injury by accident; and 5. Business automobile liability insurance (including coverage for owned, hired, and non-owned automobiles) in the minimum amount of $2,000,000 per occurrence, combined single limit for bodily injury and property damage. All insurance required in this Section shall be taken out and maintained in responsible insurance companies selected by the Developer which are authorized under the laws of the State to assume the risks covered thereby. 29 TW185\1\1011577.v13 The JDA, the City, the County and the JDA’s Engineers shall be named as additional insureds on the policies, and the Developer shall file with the City, the County and the JDA a certificate evidencing coverage prior to the City issuing any permits. The certificate shall provide that the City and the JDA must be given advance written notice of the cancellation of the insurance. Upon request, the Developer will deposit annually with the JDA policies evidencing all such insurance, or a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. In lieu of separate policies, the Developer may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Developer shall deposit with the JDA a certificate or certificates of the respective insurers as to the amount of coverage in force. J. If building permits are issued prior to the acceptance of Infrastructure Improvements, the Developer assumes all liability and costs resulting in delays in completion of Infrastructure Improvements and damage to Infrastructure Improvements caused by the JDA, Developer, its contractors, subcontractors, material men, employees, agents, or third parties. No sewer and water connection permits may be issued, and no one may occupy a building for which a building permit is issued on either a temporary or permanent basis until the utilities are accepted by the JDA Engineer in writing. 30 TW185\1\1011577.v13 K. The Developer will pay in full all invoices submitted to it by the JDA within sixty (60) days after receipt which reasonably evidence those costs incurred in the drafting, enforcement and supervision of this Agreement, including reasonable engineering, planning, and attorney’s fees. If the invoices are not paid on time, the JDA may halt all development work until the invoices are paid in full. Invoices not paid within sixty (60) days shall be subject to an eight percent (8%) per annum interest charge. 40. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties and their respected successors and assigns, including without limitation, any and all future and present owners, tenants, occupants, licensee, mortgagee and any other parties with any interest in the Property. The Developer may not assign this Agreement without the written permission of the JDA Board of Commissioners; provided however that if the Developer convey the Subject Property to a third party, the JDA and Developer’s successor in interest may amend the Development or this Agreement, with JDA approval, not to be unreasonably withheld, conditioned or delayed. Private agreements between the Developer and any third-party related matters necessary for the efficient use of the Subject Property shall be the responsibility of the Developer and shall not bind or restrict JDA authority in any way. 41. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 42. NOTICES. Required notices to the Developer shall be in writing and shall be either hand delivered or by certified mail as follows: 31 TW185\1\1011577.v13 If to Developer: 33 S. Third Street, Suite 100 Minneapolis, MN 55415 Attention: Peter Fitzgerald If to the JDA: City of Arden Hills 1245 West Highway 96 Arden Hills, Minnesota 55112 Attn: City Administrator Ramsey County Office of the County Manager 15 West Kellogg Boulevard, Room 250 Saint Paul, MN 55102 With copies to: Ramsey County Attorney’s Office 360 Wabasha Street N., Suite 100 Saint Paul, MN 55102 Attn: Kathleen Ritter Email: Kathleen.Ritter@co.ramsey.mn.us 43. REPRESENTATION; DELEGATION. The JDA hereby represents and warrants that it has the full authority to enter into this Agreement and has received and any approval to do so. 44. Notwithstanding herein to the contrary, the JDA may assign any of its duties or obligations hereunder to the City, the County, or any member of the City or County staff, or otherwise in its discretion, without approval or object by the Developer. The JDA may, upon Developer’s default with respect to any condition contained herein, which default continues beyond any expressly provided notice and cure period, or if not expressly provided then a minimum 30 days’ notice and cure period, bring suit on behalf of the City or the County to recover any amounts due, or to require Developer to take any action necessary, to carry out the terms of this Agreement. In addition, the City or the County may, upon Developer’s default with respect to any condition contained herein, bring suit on behalf of the City or the County, as appropriate, to 32 TW185\1\1011577.v13 recover any amounts due, or to require Developer to take any action necessary, to carry out the terms of this Agreement. 45. INCORPORATION OF EXHIBITS. All Exhibits attached to this Agreement are incorporated into and made part of this Agreement. [Signatures on the following pages.] S-1 TW185\1\1011577.v13 Signature page to Development Agreement JOINT DEVELOPMENT AUTHORITY JOINT DEVELOPMENT AUTHORITY By: _____________________________________ Chair (SEAL) By: _____________________________________ Administrative Director STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this ________ day of __________________, 2025, by __________ and by __________, respectively, the Chair and Administrative Director of the Twin Cities Army Ammunition Plant Joint Development Authority Board, on behalf of the Board. ______________________________________________ Notary Public S-2 TW185\1\1011577.v13 Signature page to Development Agreement DEVELOPER RYAN RCC I, LLC By:_______________________________________ ______________[print name] Its: ___________________________ STATE OF ___________ ) ) ss. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this _________ day of ___________________, 2025, by ____________________. ______________________________________________ Notary Public DRAFTED BY: Kennedy & Graven, Chartered 150 South Fifth Street, Suite 700 Minneapolis, Minnesota, 55402 Telephone: (612)337-9300 RGT S-3 TW185\1\1011577.v13 RAMSEY COUNTY CONSENT TO DEVELOPMENT AGREEMENT Ramsey County, Minnesota, fee owner of Outlot A, where certain Improvements required by the Development Agreement will occur, affirm(s) and consent(s) to the provisions thereof and agree(s) to be bound by the provisions as the same may apply to that portion of the subject property owned by it. COUNTY OF RAMSEY, a political subdivision of the State of Minnesota By: Rafael Ortega Chair of the Board of Commissioners By: Jason Yang Chief Clerk of the Board of Commissioners STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this ___day of _____________, 2025, by Rafael Ortega, the Chair of the Board of Commissioners of County of Ramsey, a political subdivision of the State of Minnesota, on behalf of the County. __________________________________________ Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this ___day of _____________, 2025, by Jason Yang, the Chief Clerk of the Board of Commissioners of County of Ramsey, a political subdivision of the State of Minnesota, on behalf of the County. __________________________________________ Notary Public APPROVED AS TO FORM: Assistant County Attorney A-1 TW185\1\1011577.v13 EXHIBIT A TO DEVELOPMENT AGREEMENT Legal Description Lot 1, Block 1, Rice Creek Commons, according to the recorded plat thereof, Ramsey County, Minnesota B-1 TW185\1\1011577.v13 EXHIBIT B TO DEVELOPMENT AGREEMENT Water System Improvements B-2 TW185\1\1011577.v13 C-1 TW185\1\1011577.v13 EXHIBIT C TO DEVELOPMENT AGREEMENT Sustainability Compliance Measures JDA SUSTAINABILITY COMPLIANCE MEASURES LOT 1, BLOCK 1 2.0.1 Sustainability Credit. Developer shall install the mechanical system that will reduce carbon emissions from the commercial building (the “Building”) to be constructed on the Subject Property, which mechanical system will include certain Core Sustainability Elements (as defined below) (the “System”). The System will be more particularly described in the Plans. Based upon early and preliminary estimates only, Developer currently estimates that the System as finally installed will cost approximately $9,316,947.28. To assist in the cost of the Core Sustainability Elements, the County has agreed to reduce the Purchase Price of the Subject Property by up to $3,516,947.28 (the “Maximum Sustainability Credit”). Therefore, together, Developer and the County will be contributing to the cost of the System. A standard mechanical system for the Building (without the Core Sustainability Elements) would cost approximately $5,800,000.00 (“Minimum Investment”). Developer commits to expending the Minimum Investment. At Closing, Developer and the County have agreed that the cost of the System will be determined in good faith by Developer on an open-book basis prior to November 1, 2025 (“System Cost”). Promptly following November 1, 2025, the parties shall compute the difference between the System Cost and the Minimum Investment (“Sustainability Credit”). In the event the Sustainability Credit exceeds the Maximum Sustainability Credit the cost of such overage shall be paid for by Developer. If the Sustainability Credit is less than the Maximum Sustainability Credit then at the County’s election, all or part of such difference may be refunded to County or contributed toward further sustainability measures. C-2 TW185\1\1011577.v13 For purposes hereof, “Core Sustainability Elements” shall mean: • (2) Darcy ground-source heat exchange wells with associated piping & heat exchangers. • Backup boilers & hot water piping to connect with ground-source heat exchange wells. • Approximately 18 Rooftop mechanical units (air-source and water-source heat pumps). • Additional electrical service & associated feeders to support electric HVAC equipment. • Additional controls associated with new building systems and Building Automation. 2.1 Sustainability Certification. Any sustainability credit funds, as described above, if so designated by the County, may be used in order to pursue, for the commercial building and tenant improvements on the Subject Property, LEED BD+C New Construction certification at the Silver level or above using the newest version available at the time of registration. The LEED boundary for each improved parcel of land within the Development shall be the same as the boundary of that parcel. 2.2 Building Decarbonization. 2.2.2 Energy Efficiency. Prior to issuance of the building permit for the tenant improvements to be performed at the Building, Developer shall demonstrate, through the Plans and a whole building energy model submitted to the JDA that will become a material term of the Development Agreement, that the building and tenant improvements will achieve not less than 26% better energy efficiency than the applicable Minnesota Energy Code when compared to an ASHRAE Standard G baseline. 2.2.3 Electrification. Prior to November 1, 2025, Developer shall demonstrate, through the Plans and a whole building energy model submitted to the JDA that will become a material term of the Development Agreement, that the Core Sustainability Elements will be installed to make the building heating system majority electric. Any fossil fuels used to provide energy to the building must be calculated and such non-electric fuel use must be either offset by an equivalent amount of carbon emission reduction from the building each year; or by payment of an upfront fee to purchase at least twenty (20) years’ worth of offset credits. Following the expiration of such credits, the commercial building must either be supported by 100% electric power or must purchase carbon credits to offset the deficiency until such time as the commercial building is supported by 100% electric power. 2.2.4 Renewable Energy. The commercial building shall, at a minimum, have a PV-/solar-ready (“PV-ready”) roof. Prior to the issuance of a building permit for the tenant improvements to be performed at the Building, Developer will obtain and provide copies to the JDA, of C-3 TW185\1\1011577.v13 at least two proposals from solar developers to explore the feasibility of installing a full photovoltaic (PV) (“Full-PV”) system that maximizes the available roof area. In the event that the cost to Developer and Tenant of a Full-PV system is cost-neutral, Developer will install the Full-PV system. Any renewable energy credits (“RECs”) generated from the Full-PV system, if installed, are not required to remain with the Development. 2.3 District Energy. [NOT APPLICABLE] 2.4 Embodied Carbon. Prior to issuance of the building permit for the tenant improvements to be performed at the Building, Developer shall conduct, and provide to the JDA, a whole building life-cycle assessment and achieve at least a 10% reduction in global warming potential, using the calculation methods established in LEED BD+C: New Construction. 2.5 Electric Vehicle Infrastructure. The Development shall include infrastructure to support four (4) Level 2 electric vehicle supply equipment (EVSE) chargers and four (4) EV-capable spaces. 2.6 Reporting. Beginning one year after issuance of the Certificate of Occupancy for the commercial building and annually thereafter, Developer or any future Owner shall report monthly whole-building energy consumption, on-site energy generation, electrical demand, and water use to Energy Star Portfolio Manager, or, upon notification by the JDA, the City or the County, a successor program or entity. Owners shall provide other building data upon the reasonable request of JDA. D-1 TW185\1\1011577.v13 EXHIBIT D TO DEVELOPMENT AGREEMENT Declaration of Restrictive Covenants (reserved for recording information) DECLARATION OF RESTRICTIVE COVENANTS FOR SUSTAINABLE PRACTICES AT RICE CREEK COMMONS THIS DECLARATION OF RESTRICTIVE COVENANT FOR SUSTAINABLE PRACTICES AT RICE CREEK COMMONS (this “Declaration”) is made this _______ day of _________________, 2025, by RCC I, LLC, a limited liability company organized under the laws of the state of Delaware (“Declarant”) in favor of and for the benefit of the Twin Cities Army Ammunition Plant Joint Development Authority (the “JDA”), the City of Arden Hills, Minnesota (the “City), and Ramsey County, Minnesota (the “County”). WITNESSETH: WHEREAS, Declarant is the fee owner of property located in Ramsey County, Minnesota, legally described in Exhibit A attached hereto (the “Property”), which is part of the Rice Creek Commons development, where in Developer intends to construct a commercial building and other related improvements (the “Development”); and WHEREAS, the City and the County have created a joint powers entity known as the JDA, which is the governing body for development of Rice Creek Commons; and WHEREAS, the JDA has approved Sustainability Design Guidelines for the Development in order to implement the Green Energy Vision and Clean Energy Policy as adopted by the JDA and support the JDA’s pursuit of LEED for Communities (Leadership in Energy and Environmental Design v4.1 for Communities: Plan +Design) certification (the “Sustainability Design Guidelines”); and WHEREAS, the JDA and the Declarant have entered into a development agreement (the “Development Agreement”) related to the plat of RICE CREEK COMMONS, under the terms of D-2 TW185\1\1011577.v13 which Declarant is required to comply with the Sustainability Design Guidelines, as described herein; and WHEREAS, the JDA seeks to guide the future development and use of the Property and the Development by future owners of the Property in order to preserve and maintain the value of the Property, the Development and the surrounding community. THEREFORE, on behalf of itself, its successors and assigns, for good and valuable consideration, the receipt and sufficiency of which Declarant hereby makes the following declarations as to limitations and restrictions to which the Property may be put and specifies that such declarations shall bind the Property and shall constitute covenants to run with the Property. I. Reporting. Beginning on the one-year anniversary of issuance of the certificate of occupancy for the commercial building, and on an annual basis thereafter, Declarant shall report monthly whole-building energy consumption, on-site energy generation, electrical demand, and water use by entering such information into Energy Star Portfolio Manager, or, upon notification to the Declarant by the JDA, the City or the County, to a successor program or entity. II. Electrification. In the event that the commercial building is supported by less than 100% electric power, the Declarant must purchase an equivalent amount of carbon credits to offset the deficiency through January 1, 2045. As of January 1, 2045, the commercial building must either be supported by 100% electric power or must purchase carbon credits to offset the deficiency until such time as the commercial building is supported by 100% electric power. III. Renewable Energy. The commercial building shall, at a minimum, have a PV-/solar-ready (“PV-ready”) roof. Prior to the issuance of a building permit for the tenant improvements to be performed at the Building, Declarant will obtain, and provide copies to the JDA , of at least two proposals from solar developers to explore the feasibility of installing a full photovoltaic (PV) (“Full-PV”) system that maximizes the available roof area. In the event that the cost to Declarant and Tenant of a Full-PV system is cost-neutral, Developer will install the Full-PV system. Any renewable energy credits (“RECs”) generated from the Full-PV system, if installed, are not required to remain with the Development. IV. Embodied Carbon. Prior to issuance of the building permit for the tenant improvements to be performed at the Building, Declarant shall conduct, and provide to the JDA, a whole building life-cycle assessment and achieve at least a 10% reduction in global warming potential, using the calculation methods established in LEED BD+C: New Construction. V. Notices. Any notice required in this Declaration shall be delivered personally or sent by U.S. certified mail, return receipt requested as follows: a) as to Declarant: b) as to City: City of Arden Hills Attention: City Administrator 1245 West Highway 96 Arden Hills, Minnesota 55112 c) as to County: Ramsey County Office of the County Manager D-3 TW185\1\1011577.v13 15 West Kellogg Boulevard, Room 250 Saint Paul, MN 55102 With copies to: Ramsey County Attorney’s Office 360 Wabasha Street N., Suite 100 Saint Paul, MN 55102 Attn: Kathleen Ritter Email: Kathleen.Ritter@co.ramsey.mn.us or at such other address as any party may from time to time notify the other in writing in accordance with this paragraph. VI. Right of Enforcement, Choice of Law, Jurisdiction, and Venue. This Declaration is for the mutual benefit of Declarant, the JDA, the City, and the County. Declarant, the JDA, the City, and the County shall have the right to enforce the requirements of this Declaration. This Declaration shall run with and be binding upon the Property. Any default shall be enforceable by specific performance, injunctive relief, declaratory judgment, and/or money damages by reasons of the breach of these standards. This Declaration shall be governed by and in accordance with the laws of the State of Minnesota. Any and all legal actions, claims, or disputes alleging any default of the Declaration shall be initiated, filed, and venued exclusively in the State of Minnesota, Ramsey County, and shall not be removed therefrom to any other federal or state court. This Declaration is a public covenant, not a private covenant, and shall continue in perpetuity and shall not be subject to the 30-year law under Minnesota Statutes Section 500.20, subd. 2a. VII. Responsibility for Informing. Declarant is solely responsible for informing developers, designers, contractors, and subcontractors of the terms of this Declaration. JDA, the City, and the County assumes no responsibility for informing such parties of the terms of this Declaration. VIII. Prevailing Party Attorneys’ Fees. The JDA, the City, the County and/or Declarant, if it is the prevailing party, shall be entitled to recover its attorneys’ fees incurred in enforcing the terms of this Declaration. IX. Severability. If it is determined by a court of competent jurisdiction that any provision(s) of this Declaration is unenforceable or unlawful, the remainder of this Declaration shall remain in full force and effect. IN WITNESS WHEREOF, Declarant has set its hand effective as of the day and year set forth above. DECLARANT: [INSERT] By: ________________________________ Its: ________________________________ D-4 TW185\1\1011577.v13 STATE OF MINNESOTA ) )ss. COUNTY OF __________ ) The foregoing instrument was acknowledged before me this ______ day of _______________, 202_, by_________, the _______________of ____________________a______________________, on behalf of the _____________________. ___________________________________ NOTARY PUBLIC DRAFTED BY: Kennedy & Graven, Chartered (RGT) 150 South Fifth Street, Suite 700 Minneapolis, MN 55402 D-5 TW185\1\1011577.v13 EXHIBIT A THE PROPERTY Lot 1, Block 1, Rice Creek Commons, according to the recorded plat thereof, Ramsey County, Minnesota E-1 TW185\1\1011577.v13 EXHIBIT E TO DEVELOPMENT AGREEMENT Stormwater Maintenance Agreement STORMWATER FACILITIES OPERATION AND MAINTENANCE AGREEMENT THIS AGREEMENT is made and entered into as of the day of , 2025, by and between RYAN RCC I, LLC, a limited liability company organized under the laws of the state of Delaware (the “Owner”), RAMSEY COUNTY, MINNESOTA, a body corporate and politic and political subdivision of the state of Minnesota (the “County”), and the CITY OF ARDEN HILLS, a Minnesota municipal corporation (the “City”). RECITALS A. The Owner is the fee owner the property legally described as: LOT 1, BLOCK 1, RICE CREEK COMMONS, RAMSEY COUNTY, MINNESOTA ("Owner Property"); and B. The County is the fee owner of the property legally described as: OUTLOT A, RICE CREEK COMMONS, RAMSEY COUNTY, MINNESOTA (“County Property”); and E-2 TW185\1\1011577.v13 C. The Owner is proceeding to build on and develop the Owner Property, and has requested approval of a Site Plan for the proposed development at Lot 1, Block 1, Rice Creek Commons; and D. The site plan application includes for the stormwater management facilities to be constructed by the Owner to serve the Owner Property and to be located on the County Property; and E. The Owner has provided plans for construction of certain infrastructure to manage the stormwater (the “Plans”); and F. The Plans, which are expressly made a part hereof, as approved or to be approved by the City, provide for conveyance, piping, detention and infiltration stormwater facilities (collectively “Stormwater Facilities”) and as generally depicted on Exhibit A attached hereto; and G. The City, the Owner, and the County agree that the health, safety, and welfare of the residents of the City of Arden Hills, Minnesota, require that on-site stormwater management facilities be constructed and maintained; and H. The City requires that the Stormwater Facilities as shown on the Plans be constructed and adequately maintained and repaired by the Owner as a condition of final approval of the Plans. NOW, THEREFORE, in consideration of mutual covenants of the parties set forth herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Construction of Stormwater Facilities. Owner shall construct, inspect and maintain the Stormwater Facilities in accordance with the approved plans and specifications identified in the Plan. Inspection shall be performed by a City approved or appointed engineering consultant, including weekly inspection reports. 2. Maintenance of Stormwater Facilities. A. The Owner shall adequately maintain the Stormwater Facilities in accordance with the Stormwater Maintenance Plan for stormwater treatment facilities attached hereto as Exhibit B and City engineering standards. This includes all pipes, channels, and other conveyances built to convey stormwater for the facility, as well as all structures, improvements, and vegetation provided to control the quantity and quality of the stormwater. Adequate maintenance is herein defined as good working condition so that these facilities are performing their design functions for the life of the system. B. The Owner will perform the work necessary to keep these Stormwater Facilities in good working order as appropriate. Inspection, reporting and maintenance of the Stormwater Facilities shall conform to the BMP Maintenance Requirements, included in the attached Exhibit B. The schedule will be followed and comply with all federal, state, and local regulations relating to the disposal of material. E-3 TW185\1\1011577.v13 3. Inspection and Reporting. The Owner shall cause the Stormwater Facilities to be inspected and submit an inspection report annually to the City for review and approval (such approval not to be unreasonably withheld) and shall be responsible for the payment of any associated costs for the life of the Facility. The purpose of the inspection is to assure safe and proper functioning of the Stormwater Facilities. The inspection shall cover the entire facilities, berms, outlet structure, sump treatment structure, pond areas, access routes, buffers, pipes, manholes and flared ends within the County Property. Deficiencies shall be noted in the inspection report and compiled within a punch list. The Stormwater Facilities will not be considered acceptable until all punch list items have been addressed and approved by the City. If the required annual inspection report is not submitted to the City by September 30 of each year, the Owner shall provide the City with the right to conduct the annual inspection and be reimbursed for such costs from the Owner pursuant to Section 6. 4. Grant of Easement. A. To Owner: County hereby grants to the Owner, its successors and assigns, a permanent non-exclusive easement for the purpose of accessing and maintaining the Stormwater Facilities pursuant to the terms of this Agreement over, on, across, under and through the Easement Area as described in Exhibit C. The easement shall include the rights, of the Owner, its contractors, agents, servants, and assigns, to enter upon the Easement to construct, reconstruct, inspect, repair, and maintain said private Stormwater Facilities together with the right to grade, level, fill, drain, pave, and excavate the Easement Area, and the further right to remove trees, bushes, undergrowth, and other obstructions interfering with the location, construction, and maintenance of said private Stormwater Facilities systems. B. To City: County hereby grants to the City, its successors and assigns, a permanent non- exclusive easement for the purpose of accessing and maintaining the Stormwater Facilities pursuant to the terms of this Agreement over, on, across, under and through the Easement Area as described in Exhibit C. The easement shall include the rights, but not the obligation, of the City, its contractors, agents, servants, and assigns, to enter upon the Easement to construct, reconstruct, inspect, repair, and maintain said private Stormwater Facilities together with the right to grade, level, fill, drain, pave, and excavate the Easement Area, and the further right to remove trees, bushes, undergrowth, and other obstructions interfering with the location, construction, and maintenance of said private Stormwater Facilities systems. 5. City Maintenance Rights. In the event the Owner, its successors and assigns, fails to maintain the Stormwater Facilities in good working condition acceptable to the City and such failure continues for 60 days after the City gives the Owner and the County written notice of such failure, the City may enter upon the Property and take whatever steps necessary, including excavation and the storage of materials and equipment, to correct deficiencies. The City's notice shall specifically state which maintenance tasks are to be performed. The City may assess the City’s costs to the Owner’s property taxes, its successors and assigns. It is expressly understood and agreed, by the Owner and the County, that the City is under no obligation to routinely maintain or repair said Stormwater Facilities, and in no event shall this Agreement be construed to impose any such obligation on the City. In addition, Owner agrees that it is, and will be, solely responsible to address complaints and legal claims brought by any third party with regard to the maintenance and operation from the Stormwater Facilities. The Owner expressly agrees to defend and hold the City and the County harmless from any such third-party claim. E-4 TW185\1\1011577.v13 6. Reimbursement of Costs. The Owner agrees to reimburse the City for all costs incurred by the City in the enforcement of this Agreement, or any portion thereof, including court costs and reasonable attorneys' fees. 7. Indemnification. This Agreement imposes no liability of any kind whatsoever on the City. The Owner hereby agrees to indemnify and hold harmless the City and the County and their respective agents and employees against any and all claims, demands, losses, damages, and expenses (including reasonable attorneys' fees) arising out of or resulting from the Owner or the Owner’s agents or employee's negligent or intentional acts, or any violation of any safety law, regulation or code in the performance of this Agreement, without regard to any inspection or review made or not made by the City, its agents or employees or failure by the City, its agents or employees to take any other prudent precautions. In the event the City, upon the failure of the Owner to comply with any conditions of this Agreement, performs said conditions pursuant to its authority in this Agreement, the Owner shall indemnify and hold harmless the City, its employees, agents and representatives for its own negligent acts in the performance of the Owner’s required work under this Agreement, but this indemnification shall not extend to intentional or grossly negligent acts. 8. Environmental Matters. The City shall not be responsible for any costs, expenses, damages, demands, obligations, including penalties and reasonable attorneys’ fees or losses resulting from any claims, actions, suits, or proceedings based upon a release or threat of release of any hazardous substances, pollutants, or contaminants which may have existed on, or which relate to, the Easement Area or the Property prior to the date of this Agreement. 9. Notice. All notices required under this Agreement shall either be personally delivered or be sent by certified or registered mail or via overnight courier service (such as FedEx or UPS) and addressed as follows: To the Owner: Ryan RCC I, LLC 533 S. Third Street, Suite 100 Minneapolis, MN 55415 Attention: Peter Fitzgerald and Debra Altschuler To the County: Ramsey County Office of the County Manager 15 West Kellogg Boulevard, Room 250 Saint Paul, MN 55102 With copies to: Ramsey County Attorney’s Office 360 Wabasha Street N., Suite 100 Saint Paul, MN 55102 Attn: Kathleen Ritter Email: Kathleen.Ritter@co.ramsey.mn.us To the City: City of Arden Hills Attention: City Administrator 1245 West Highway 96 Arden Hills, Minnesota 55112 E-5 TW185\1\1011577.v13 All notices given hereunder shall be deemed given when personally delivered or two business days after being sent by certified or registered mail or one day after sent by overnight courier service, properly addressed as provided herein. 10. Successors/Covenants Run with Property. All duties and obligations of Owner under this Agreement shall also be duties and obligations of Owner’s successors and assigns. The terms and conditions of this Agreement shall run with the land and shall be recorded with the property records of Ramsey County, Minnesota. E-6 TW185\1\1011577.v13 Signature Page to Stormwater Agreement OWNER: RYAN RCC I, LLC, a Delaware limited liability company By:_______________________________________ Name: Its: _______________________________________ STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _________ day of ___________________, 2025, by ____________________, the manager of Ryan RCC I, LLC, a Delaware limited liability company on behalf of the limited liability company. ______________________________________________ Notary Public E-7 TW185\1\1011577.v13 Signature Page to Stormwater Agreement COUNTY: COUNTY OF RAMSEY, a political subdivision of the State of Minnesota By: Rafael Ortega Chair of the Board of Commissioners By: Jason Yang Chief Clerk of the Board of Commissioners STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this ___day of _____________, 2025, by Rafael Ortega, the Chair of the Board of Commissioners of County of Ramsey, a political subdivision of the State of Minnesota, on behalf of the County. __________________________________________ Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this ___day of _____________, 2025, by Jason Yang, the Chief Clerk of the Board of Commissioners of County of Ramsey, a political subdivision of the State of Minnesota, on behalf of the County. __________________________________________ Notary Public APPROVED AS TO FORM: Assistant County Attorney E-8 TW185\1\1011577.v13 Signature Page to Stormwater Agreement CITY: By:_______________________________________ Its: _______________________________________ STATE OF ___________ ) ) ss. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this _________ day of ___________________, 2025, by ____________________. ______________________________________________ Notary Public E- TW185\1\1011577.v13 EXHIBIT A TO STORMWATER FACILITIES OPERATION, MAINTENANCE AND EASEMENT AGREEMENT Stormwater Facilities Depiction E- TW185\1\1011577.v13 EXHIBIT B TO STORMWATER FACILITIES OPERATION, MAINTENANCE AND EASEMENT AGREEMENT Stormwater Maintenance Plan and Best Management Practices 1. Declarant will inspect the Stormwater Facilities at least annually. 2. Declarant will maintain and repair the Stormwater Facilities: a. In the case of basins and other Facilities where sediment collects, to preserve live storage or capacity at or above the design volume or, where no design live storage volume or capacity is incorporated into the permit, the volume or capacity recommended by the manufacturer. b. In the case of conveyances and other structures, to preserve design hydraulic capacity. c. In the case of Stormwater Facilities relying on soils and vegetation for stormwater management or treatment, to preserve healthy vegetation and design soil permeability. d. In the case of all Stormwater Facilities, as necessary to preserve the integrity and intended function of the Facility. E- TW185\1\1011577.v13 EXHIBIT C TO STORMWATER FACILITIES OPERATION, MAINTENANCE AND EASEMENT AGREEMENT Easement Area 12 E- TW185\1\1011577.v13 E-13 TW185\1\1011577.v13 E-14 TW185\1\1011577.v13 F-1 TW185\1\1011577.v13 EXHIBIT F TO DEVELOPMENT AGREEMENT City PW/ Engineering Division Memo 2/28/25 F-2 TW185\1\1011577.v13 F-3 TW185\1\1011577.v13 F-4 TW185\1\1011577.v13 G-1 TW185\1\1011577.v13 EXHIBIT G TO DEVELOPMENT AGREEMENT Ramsey County Emails 3/10/35, 3/11/25 G-2 TW185\1\1011577.v13 G-3 TW185\1\1011577.v13 I-1 TW185\1\1011577.v13 EXHIBIT H TO DEVELOPMENT AGREEMENT Form of Prevailing Wage Certification Name of Project: Project Site Address: General Contractor: Contract Amount: Construction Start Date: As a recipient of financial assistance from Ramsey County for the Project identified above, we acknowledge that the applicable prevailing wages will be paid to all covered workers on this project pursuant to the Ramsey County Prevailing Wage Ordinance No. 2013-329. Signature of Authorized Representative Print Name of Authorized Representative Title of Authorized Representative Date Joint Development Authority TCAAP Redevelopment Project Joint Development Authority TCAAP Redevelopment Project AGENDA ITEM 8a MEMORANDUM DATE: April 7, 2025 TO: Joint Development Authority Board of Commissioners FROM: Allison Winters and Sara Swenson, Goff Public SUBJECT: Review Communications Report Goff Public worked with Ramsey County, Ryan Companies and the City of Arden Hills to issue an April 1 press release announcing the amended purchase and sale agreement and phased development plan for Outlot A. The Pioneer Press (Ramsey County OKs amended purchase, sale agreement of Arden Hills parcel) and Hoodline (Ramsey County Advances Rice Creek Commons Project in Arden Hills with Ryan Companies) have covered the agreement so far; the Star Tribune reached out to Ryan for additional comment and coverage is still pending. Goff Public also worked with Ramsey County to prepare and distribute the winter Rice Creek Commons newsletter. The newsletter was sent to 3,318 subscribers on Thursday, February 13. Topics included information on the JDA’s new members, Outlot A development conversations, sustainability design guidelines and the 2024 JDA annual report. The newsletter had a 2% click rate and 17% open rate, which are lower than other recent newsletters. Should the sale of Outlot A Phase 1 close in April and a final development agreement be approved, preparations will begin for a groundbreaking and media event in late April or early May. There was one recent inquiry through the Rice Creek Commons microsite contact portal for general information about the project, which staff responded to by email. Joint Development Authority TCAAP Redevelopment Project Joint Development Authority TCAAP Redevelopment Project AGENDA ITEM 8b MEMORANDUM DATE: April 7, 2025 TO: Joint Development Authority Board of Commissioners FROM: Directors Jagoe and Mitchell SUBJECT: Review Draft 2026 Budget Per the JPA, the JDA should begin the process of drafting a budget for the following year by May 1st. Attached is a draft budget for 2026 in the format prescribed by the JPA. Below is a review of past budgets and actual expenditures from 2023-2026 in a simplified budget format. 2023 2024 2025 2026 JDA Expenditures Approved Budget Actuals Approved Budget Actuals Approved Budget Proposed Budget Public Finance Consultant $ - $ - $ 60,000 $ 49,500 $ 60,000 $ 60,000 Legal $ 60,000 $ 30,468 $ 60,000 $ 21,515 $ 60,000 $ 60,000 Communications and Community Engagement $ 170,000 $ 24,661 $ 50,000 $ 19,899 $ 50,000 $ 50,000 Green Energy Consultant $ - $ - $ 125,000 $ 196,778 $ 92,750 $ 200,000 Insurance $ 2,035 $ 2,035 $ 2,035 $ 2,038 $ 2,500 $ 2,500 Meeting Expense $ 3,600 $ 3,600 $ 3,600 $ 4,012 $ 3,600 $ 3,600 Contingency $ 5,000 $ 809 $ 5,000 $ - $ 5,000 $ 5,000 Total $ 240,635 $ 61,574 $ 305,635 $ 293,741 $ 273,850 $ 381,100 Attachment: None Action Requested: None JDA Budget 2026 Estimated Revenues Grants JDA Application fees JDA Permit fees Contributions from Ramsey County 381,100.00$ Reserves Developer escrow/fees Miscellaneous revenues TOTAL 381,100.00$ Estimated Expenditures Personnel services Contract Services Legal 60,000.00$ Engineering Fiscal/Audit (including Fiscal Agent)60,000.00$ Planning Administrative 3,600.00$ Communications & Community Engagement 50,000.00$ Green Energy & Sustainability 200,000.00$ Services other than personnel or consultants Supplies and materials Office administration Capital outlay (office rent, computer equipment, etc.) Payment of invoices for services to the JDA provided by a Party Insurance 2,500.00$ Miscellaneous expenditures 5,000.00$ TOTAL 381,100.00$ Joint Development Authority TCAAP Redevelopment Project Joint Development Authority TCAAP Redevelopment Project AGENDA ITEM 8c MEMORANDUM DATE: April 7, 2025 TO: Joint Development Authority Board of Commissioners FROM: Directors Jagoe and Mitchell SUBJECT: Review Term Sheet On March 27, the JDA Advisory Committee met with representatives from Alatus to discuss the term sheet and the progress of development agreement discussions. The committee will provide a verbal report on this meeting. Attachments: Term Sheet Action Requested: None Rice Creek Commons Terms for Final Development Agreement April 2025 Working Draft 1 Term Sheet Parties: Alatus LLC and the Joint Development Authority (JDA) Current Status To Be Determined A. Assumptions This Term Sheet is intended to set forth the general terms that the developer and the JDA may be willing to enter into in a definitive final Development Agreement to be negotiated. Neither this Term Sheet nor approval thereof shall constitute an offer or agreement and no agreement with respect to the matters set forth herein shall be effective until the date of execution of a definitive final Development Agreement in writing by all parties thereto. The Final Development Agreement shall be consistent with the Joint Powers Agreement. B. Infrastructure Financing The parties understand that the infrastructure funding for the project is critical to its advancement and will work collaboratively to ensure the infrastructure financing is achieved in a manner mutually agreeable to the parties. The City’s goal is to have their respective infrastructure financed and paid for by the development and not burden existing residents. Kimley-Horn submitted 60% construction plans for spine road and related infrastructure signed on 2/14/25. Design and engineering on track for completion by end of 2025. Infrastructure financing analysis underway. • Financial commitments of all parties to infrastructure • Who will be responsible for managing infrastructure project(s) Rice Creek Commons Terms for Final Development Agreement April 2025 Working Draft 2 C. Public/Private Financing The parties understand from financial analysis that there are funding gaps in the project. The parties will actively pursue both public and private sources of funding with the goal of identifying a path to filling these gaps by the end of 1Q 2024. The parties understand that beyond infrastructure financing, there may be opportunities to leverage financing tools available to the site, which may include City, County, State, Federal, and/or private funds. The parties will work collaboratively to explore funding opportunities and find mutually agreeable solutions. The County expects to invest money in affordable housing on the site through its funding sources, such as the Housing and Redevelopment Authority levy, CDBG, and HOME. Financial analysis underway. • Financial commitments of all parties to other parts of the development D. Housing Density The parties will work toward developing a maximum of 1,960 housing units on the site, pending final approval of the necessary regulatory changes. Lesser densities may be considered upon mutual agreement. Housing will include a range of types, including but not limited to single-family houses, townhouses, and apartments. TRC updated to reflect these changes. • Number of units of each housing type planned (single-family, townhomes, multifamily, co-ops, etc.) E. Housing Affordability The parties share a goal of providing affordable housing on the site. A minimum of 20% of the total housing unit count (392 units based on the maximum buildout of 1,960 total units) will consist of affordable rental housing units at 60% AMI or below. The developer will pursue opportunities for funding and submit applications to make these rental units more deeply affordable, from sources such as Minnesota Housing (low-income housing tax credits (LIHTC)), CDBG-HOME, County HRA levy funds, Local Goal affirmed. Terms and funding to be discussed. • Financial commitments for housing affordability – will be part of future discussions at the individual development level • Number of units of affordable rental housing planned and affordability/AMI level • Number of units of affordable for-sale housing planned (i.e. eligible for down payment assistance) • Affordability terms • Rental policies (e.g. projects must accept Section 8 vouchers) Rice Creek Commons Terms for Final Development Agreement April 2025 Working Draft 3 Affordable Housing Aid (metro area sales tax funding), etc. and with partners such as Habitat for Humanity. The parties will additionally work toward constructing 10% of the owner-occupied units to accommodate Ramsey County down payment assistance, which is accessible to households who make less than 115% of area median income (AMI) (in 2023, that equates to a for-sale price of less than $372,000). F. Housing Ownership versus Rental The parties share a goal of providing opportunities for homeownership opportunities in the development, and as part of the final development agreement will come to a mutually agreeable ratio of owner-occupied units to rental units. To be discussed. • Number of homeownership and rental units planned • Mechanism for ensuring this balance comes to fruition G. Commercial/Industrial Development and Job Creation The parties understand that new employment at well-paying jobs is an important objective for Rice Creek Commons, for which reason certain areas have been zoned for commercial or industrial usage. Accordingly, the parties agree to pursue appropriate buyers or tenants for such areas as will maximize the opportunities for such employment. Affirmed. • Details about job creation goals • Contracting goals H. Green Energy Goals and Infrastructure The parties share the goal of building an ambitious, sustainable development. The parties endorse the Rice Creek Common Energy Vision, as adopted by the JDA on 10/2/23, and will collaborate in alignment with the guiding principles therein. As part of working toward this vision, the parties will explore the feasibility of an all-electric development and work with the selected energy consultant to create metrics to be included in the final development agreement to achieve these goals. Carbon-free is the stated goal of the JDA. Results of clean energy analysis to be incorporated into agreement. Sustainability Design Guidelines will apply. • Energy technologies to be used to achieve carbon-free • Metrics • Financing for green energy work • Other sustainability requirements beyond energy Rice Creek Commons Terms for Final Development Agreement April 2025 Working Draft 4 I. Building 116 The JDA will support the developer’s exploration of the feasibility of moving Building 116 off the site, including identifying a way to pay for the relocation. Strategy underway. • Financial resources to pay for potential relocation • Regulatory process and permissions necessary J. Maintenance and Operating Costs/Responsibilities The parties understand that ongoing maintenance and associated costs will need to be addressed in the final development agreement. Furthermore, each party may have its own goals in the short and long term. The parties will work collaboratively to address these in the final development agreement. For example, it is important to the City to ensure the Rice Creek Commons does not put undue financial risk or burden on the entire City and will seek to have short-term and long-term funding gaps addressed. Analysis underway. • Financial responsibilities of all parties for long-term maintenance and operating costs of the development K. Ordinances and Policy Applicability The developer will comply with all applicable federal, state, and local ordinances. To be discussed. • Other construction standards including green building standards, quality of construction, etc. • Applicability of ordinances including Ramsey County Prevailing Wage Ordinance No. 2013-329 L. Conveyance of Property The property will be conveyed to the developer in tranches. The parties will establish performance metrics, and the JDA will assess performance on these metrics prior to the conveyance of the next tranche. Analysis underway. Phased/tranche development likely. • What exactly each tranche comprises • Order in which tranches will be conveyed Rice Creek Commons Terms for Final Development Agreement April 2025 Working Draft 5 M. Timeline The parties will work together in earnest to negotiate and sign a Final Development Agreement by the August JDA meeting, scheduled for 8/5/2024. Timeline delayed due to financial constraints. • PDA extends through June 2025 so this timeline is not set in stone but is a goal. Joint Development Authority TCAAP Redevelopment Project Joint Development Authority TCAAP Redevelopment Project AGENDA ITEM 8d MEMORANDUM DATE: April 7, 2025 TO: Joint Development Authority Board of Commissioners FROM: Directors Jagoe and Mitchell SUBJECT: Review Road Map The Road Map has been updated to reflect future meeting topics. Attachments: 2025 JDA Road Map Action Requested: None Month Date Meeting/Action or Deadline Topics or Notes JDA Commissioner Onboarding City/County onboarding of respective new commissioners 21 JDA Meeting Organizational Items, Sustainability Design Guidelines, Outlot A Concept Review 3 JDA Work Session 2024 JDA Annual Report, Legislative and Communications Update 15 17 JDA Meeting Outlot A Entitlements Review, Committee Assignments 27 JDA Advisory Committee Meeting Discuss Development Agreement 7 JDA Meeting Outlot A Development Agreement, Budget Review 9 JDA Advisory Committee Meeting 1 5 JDA Meeting 2 JDA Work Session 30 Jul 7 JDA Meeting Aug 4 JDA Work Session 1 Deadline: Coordinate JDA Budget with City and County budget processes 9 JDA Meeting Potential Community Education Event Oct 6 JDA Work Session 3 JDA Meeting 15 Deadline: Report back on City/County approval of JDA budget Dec 1 JDA Meeting Adopt 2026 JDA budget Jan Rice Creek Commons 2025 Roadmap Feb Deadline: JDA Annual Report due to City and County Deadline: Draft 2026 JDA Budget Apr Mar Nov May Jun Expiration: Preliminary Development Agreement with Alatus Sept Joint Development Authority TCAAP Redevelopment Project Joint Development Authority TCAAP Redevelopment Project AGENDA ITEM 9 MEMORANDUM DATE: April 7, 2025 TO: Joint Development Authority Board of Commissioners FROM: Director Mitchell SUBJECT: Administrative Director’s Report A verbal update will be provided by staff. Attachments: None Action Requested: None Joint Development Authority TCAAP Redevelopment Project Joint Development Authority TCAAP Redevelopment Project AGENDA ITEM 10 MEMORANDUM DATE: April 7, 2025 TO: Joint Development Authority Board of Commissioners FROM: Director Jagoe SUBJECT: Development Director’s Report A verbal update will be provided by Director Jagoe. Attachments: None Action Requested: None