--- title: Edina SPARC Grant Agreement - WOLD LLC Smith Coffee 8-13-2026 ## author: Bill Neuendorf date: D:20260730203500Z --- ## GRANT AGREEMENT ## Between ## EDINA HOUSING AND REDEVELOPMENT AUTHORITY ## And ## WOLD, LLC ## dba Smith Coffee & Café for the ## CAFÉ LOCATED AT 3948 WEST 50 ## TH ## STREET ________________________ Dated as of August 13, 2026 ________________________ i ## TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ............................................................................................................1 1.01. Definitions ................................................................................................................1 ARTICLE 2 REPRESENTATIONS AND WARRANTIES ...........................................................2 2.01. HRA Representations ...............................................................................................2 2.02. Grantee Representations ..........................................................................................3 2.03. Use of Property ........................................................................................................4 2.04. Insurance; Vacating Facility ....................................................................................4 ARTICLE 3 THE PROJECT ...........................................................................................................4 3.01. Timing; Plans ...........................................................................................................4 3.02. Certificate of Completion ........................................................................................5 3.03. Progress Reports ......................................................................................................5 3.04. Access to Property ...................................................................................................5 3.05. Subordination ...........................................................................................................6 ARTICLE 4 DEFENSE OF CLAIMS; INSURANCE ....................................................................6 4.01. Defense of Claims ....................................................................................................6 ## ARTICLE 5 GRANT FOR REIMBURSEMENT OF EXPENSES ................................................7 5.01. Development Costs ..................................................................................................7 5.02. Grant. .......................................................................................................................7 5.03. Disbursement Request. ............................................................................................8 5.04. Satisfaction of Conditions Precedent .......................................................................8 5.05. Matching Investment ...............................................................................................9 5.06. Reserved ...................................................................................................................9 5.07. Notice of Default ......................................................................................................9 5.08 Legal and Administrative Expenses .........................................................................9 ## ARTICLE 6 PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER ............................9 6.01. Transfer of Property and Assignment ......................................................................9 ARTICLE 7 EVENT OF DEFAULT; FEES .................................................................................10 7.01. Events of Default ...................................................................................................10 7.02. Remedies on Default ..............................................................................................10 7.03. No Remedy Exclusive ............................................................................................11 7.04. Waivers ..................................................................................................................11 7.05. Agreement to Pay Attorneys’ Fees ........................................................................11 ii ARTICLE 8 GENERAL PROVISIONS .......................................................................................11 8.01. Conflicts of Interest; HRA Representatives Not Individually Liable ....................11 8.02. Equal Employment Opportunity ............................................................................12 8.03. Restrictions on Use ................................................................................................12 8.04. Titles of Articles and Sections ...............................................................................12 8.05. Business Subsidies Act ..........................................................................................12 8.06. Term of Agreement ................................................................................................12 8.07. Provisions Surviving Termination .........................................................................12 ARTICLE 9 ADMINISTRATIVE PROVISIONS ........................................................................12 9.01. Notices and Demands ............................................................................................12 9.02. Counterparts ...........................................................................................................13 9.03. Binding Effect ........................................................................................................13 9.04. Severability ............................................................................................................13 9.05. Amendments, Changes and Modifications ............................................................13 9.06. Further Assurances and Corrective Instruments ....................................................13 9.07. Captions .................................................................................................................13 9.08. Applicable Law ......................................................................................................13 9.09. Entire Agreement ...................................................................................................14 ## EXHIBIT A PROPERTY ## EXHIBIT B PROJECT DESCRIPTION; QUALIFIED COSTS ## EXHIBIT C CERTIFICATE OF COMPLETION ## EXHIBIT D GRANT DISBURSEMENT REQUEST ## GRANT AGREEMENT THIS Grant Agreement (this “Agreement”), made and entered into as of August 13, 2026, between the Edina Housing and Redevelopment Authority, a political subdivision of the State of Minnesota (the “HRA”), and WOLD, LLC, a Minnesota limited liability company (the “Grantee”). ## WITNESSETH: WHEREAS, pursuant to the temporary authority for use of increment granted by Minnesota Statutes, Section 469.176, subdivision 4n (the “Act”), on October 28, 2021 the HRA adopted, and on November 16, 2021, the City of Edina (the “City”) approved a written spending plan for unobligated tax increment monies for the Southdale 2 TIF District, Pentagon Park TIF District, and 70 th and Cahill TIF District (the “Spending Plan”); and WHEREAS, the City adopted an Amended and Restated Spending Plan via Resolution 2025-101 on November 18, 2025 to allow expenditures up to December 31, 2026; and WHEREAS, pursuant to the Act and the terms set forth in this Agreement, the HRA will provide a grant of unobligated tax increment revenue to the Grantee to assist Grantee in financing the remodeling and modernization of an existing commercial space to accommodate a new café at 3948 West 50 th Street in the City (the “Project”); and WHEREAS, the Grantee represents that without financial participation by the HRA the Grantee’s efforts to complete the full scope of the Project would not be possible. NOW, THEREFORE, in consideration of the foregoing premises and the mutual obligations set forth in this Agreement, the parties hereto hereby agree as follows: 1 ## ARTICLE 1 ## Definitions 1.01. Definitions. In this Agreement, unless a different meaning clearly appears from the context: “Act” means Minnesota Statutes, Section 469.176, subdivision 4n. “Agreement” means this Agreement, as the same may be from time to time modified, amended or supplemented. “Grantee” means WOLD, LLC, a Minnesota limited liability company. “Business Subsidies Act” means M.S., Sections 116J.993 through 116J.995. “Certificate of Completion” means a certification in the form attached hereto as Exhibit C, to be provided to the Grantee pursuant to this Agreement. “City” means the City of Edina, Minnesota. “County” means the Hennepin County, Minnesota. “Default Notice” means written notice from the HRA to the Grantee setting forth the Event of Default and the action required to remedy the same. “Event of Default” means any of the events set forth in Section 7.01 hereof. “Facility” means the first floor corner tenant space, approximately 3,310 square feet located at 3948 West 50 th Street, Edina, MN with frontage along both 50 th ## Street and Halifax Avenue. “HRA” means the Edina Housing and Redevelopment Authority. “Indemnified Parties” shall have the meaning set forth in Section 4.01 herein. “Legal and Administrative Expenses” means the fees and expenses incurred by the HRA in connection with review and analysis of the development proposed under this Agreement and the preparation of this Agreement including, but not limited to, attorney and municipal advisor fees and expenses. “Grant” means the grant, in the amount not to exceed $24,000, from the HRA to the Grantee. The actual amount of the Grant shall be the lesser of actual Qualified Costs or 50% of the total construction cost not to exceed $24,000. “M.S.” means Minnesota Statutes. “Plans” means the plans, specifications, drawings and related documents for the work to be performed by the Grantee on the Property. 2 “Project” means the remodeling and modernization of an existing commercial space located at 3948 West 50 th Street to accommodate a new café, including installation of a new kitchen-quality ceiling in the food preparation area and updated plumbing and electrical service in the food preparation area that will bring the older tenant space into compliance with modern standards, as described in greater detail in Exhibit B to this Agreement. “Property” means real property located at 3948 West 50 th ## Street, Edina, Minnesota, and as legally described in Exhibit A. “Qualified Costs” means costs incurred by Grantee in connection with the Project, which are estimated to be $28,000 and shown on Exhibit B to this Agreement. “Section” means a Section of this Agreement, unless used in reference to M.S. “Spending Plan” means the written spending plan for unobligated tax increment monies for the Southdale 2 TIF District, Pentagon Park TIF District, and 70 th ## and Cahill TIF District adopted by the HRA on October 28, 2021, and approved by the City on November 16, 2021 and as amended and restated on November 18, 2025. “State” means the State of Minnesota. “Termination Date” means the date this Agreement is terminated or rescinded in accordance with its terms. “Unavoidable Delay” means a failure or delay in a party’s performance of its obligations under this Agreement, or during any cure period specified in this Agreement which does not entail the mere payment of money, not within the party’s reasonable control, including but not limited to acts of God, governmental agencies, the other party, strikes, labor disputes (except disputes which could be resolved by using union labor), fire or other casualty, lack of materials, or declarations of any state, federal or local government, pandemics, epidemics (including the COVID-19 virus); provided that within ten (10) days after a party impaired by the delay has actual (as opposed to constructive) knowledge of the delay it shall give the other party notice of the delay and the estimated length of the delay, and shall give the other party notice of the actual length of the delay within ten (10) days after the cause of the delay has ceased to exist. The parties shall pursue with reasonable diligence the avoidance and removal of any such delay. Unavoidable Delay shall not extend performance of any obligation unless the notices required in this definition are given as herein required. ## ARTICLE 2 ## Representations and Warranties 2.01. HRA Representations. The HRA makes the following representations to the Grantee: (a) The HRA has the power under State law to enter into this Agreement and carry out its obligations hereunder. 3 (b) After each payment by the Grantee on any unforgiven portion of the Note, the HRA will provide Grantee with a statement showing the remaining amounts of unpaid interest, if any, and principal. (c) The SPARC grant program officially concludes on December 31, 2026. No payments to the Grantee shall be made after this date. It is the responsibility of the Grantee to schedule the work so that the completion dates are satisfied. The HRA is not responsible for delays that prevent the HRA from making grant payments by December 31, 2026. 2.02. Grantee Representations. The Grantee represents and warrants that: (a) Grantee is a limited liability company under the laws of the State of Minnesota and has power to enter into this Agreement and has duly authorized, by all necessary corporate action, the execution and delivery of this Agreement. (b) Grantee will, subject to and as required by Agreement, complete or cause to be completed the Project in accordance with the terms of this Agreement, and all applicable local, state and federal laws and regulations. (c) At such time or times as may be required by law, the Grantee will comply, or cause compliance with, all local, state and federal environmental laws and regulations applicable to the Project, and will obtain or cause to be obtained any and all necessary environmental reviews, licenses and clearances. The Grantee has received no written notice from any local, state or federal official that the activities of the Grantee or the HRA with respect to the Property may be or will be in violation of any environmental law or regulation. The Grantee has no actual knowledge of any facts the existence of which would cause it to be in violation of any local, state or federal environmental law, regulation or review procedure with respect to the Property. (d) Neither the execution or delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented by, limited by, conflicts with, or results in a breach of, any restriction, agreement or instrument to which the Grantee is now a party or by which the Grantee is bound. (e) The Grantee has no actual knowledge that any member of the Board of the HRA, or any other officer of the HRA or the City has any direct or indirect financial interest in the Grantee, the Property, or the Project. (f) The Grantee will use commercially reasonable efforts to obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all local, state and federal laws and regulations which must be obtained or met in connection with the Project. Without limitation to the foregoing, the Grantee will request and seek to obtain from the City all necessary variances, conditional use permits and zoning changes related to the Project. 4 (g) In order to achieve the completion deadlines, the Grantee may begin mobilization and construction of the Project prior to the execution of this Agreement. Grantee understands that any such work shall be done at their sole financial risk. (h) The Grantee would not undertake the full scope of the Project without the financial assistance to be provided by the HRA pursuant to this Agreement. 2.03. Use of Property. The Grantee’s use of the Property shall be subject to and in compliance with all of the conditions, covenants, restrictions and limitations imposed by this Agreement, any lease or sublease, and all applicable laws, ordinances and regulations. The Grantee hereby represents and warrants that to its knowledge there is no existing event or circumstance that would hinder the Project as contemplated by this Agreement. 2.04. Insurance; Vacating Facility. The Grantee will, at its expense, carry such type and amount of insurance as is standard commercially and as may be required under any lease, including, but not limited to, general liability, property, business interruption, and automobile liability insurance. Upon any damage or destruction of the Facility, or any portion thereof, by fire or other casualty, Grantee shall use commercially reasonable efforts to remain in the Facility subject to rights and obligations set forth in any lease. If, upon damage or destruction of the Facility, Grantee decides to vacate the Facility prior to delivery of a Certificate of Completion, the HRA shall not be required to provide the Grant contemplated herein. ## ARTICLE 3 ## The Project 3.01. Timing; Plans. At the HRA’s request, the Grantee shall make Plans for the Project available to the HRA for review. Such review does not replace the regulatory reviews conducted by Edina’s building, fire and engineering departments. (a) Subject to Unavoidable Delay and approved extensions by the HRA in writing, Grantee shall cause the Project to commence no later than one month after the date of this Agreement and the Project shall be substantially completed in accordance with the terms of the this Agreement within three (3) months after the commencement date. (b) The Grantee shall not interfere with, or construct any improvements over, any public street or utility easement without the prior written approval of the HRA. All connections to public utility lines and facilities shall be subject to approval of the HRA (in accordance with City code) and any applicable private utility provider. Except for public improvements undertaken by the HRA or another governmental body and assessed against benefited properties, all street and utility installations, relocations, alterations and restorations shall be at the Grantee’s expense and without expense to the HRA. The Grantee, at its own expense, shall replace any public facilities or utilities damaged during the Project by the Grantee or its agents or by others acting on behalf of or under the direction or control of the Grantee. 5 3.02. Certificate of Completion. (a) Upon the Grantee’s request and following the HRA’s certification that the Project is completed to the reasonable satisfaction of the Chair and Secretary of the HRA, or their designees, the Chair and Secretary of the HRA, or their designees, will furnish the Grantee with a Certificate of Completion for the Project, in substantially the form attached hereto as Exhibit C, as conclusive evidence of satisfaction and termination of the agreements and covenants of this Agreement with respect to the obligations of the Grantee to complete the Project. The furnishing by the Chair and Secretary of the HRA, or their designees, of such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Grantee or owner to any mortgagee. (b) The following conditions are also required prior to the Chair and Secretary of the HRA furnishing a Certificate of Completion to Grantee: • Grantee must receive a Certificate of Occupancy or equivalent documentation from the Edina Building Department, including Public Health Department that attests that the space is approved for occupancy; • The Edina Engineering Department must provide approval for any exterior work that requires permit; • Grantee has provided to the HRA copies of paid invoices, lien waivers or equivalent documents to confirm that all Qualified Costs to be reimbursed with the Grant funds have been paid; and • Grantee must not be in violation of any applicable wage theft laws. (c) If the Chair and Secretary of the HRA, or their designees, shall refuse or fail to provide a Certificate of Completion following the Grantee’s request, the Chair and Secretary of the HRA shall, within twenty-one (21) days after the Grantee’s request, provide the Grantee with a written statement specifying in what respects the Grantee has failed to complete the Project in accordance with this Agreement, or is otherwise in default, and what measures or acts will be necessary, in the reasonable opinion of the Chair and Secretary of the HRA, for the Grantee to obtain the Certificate of Completion. 3.03. Progress Reports. Until the Certificate of Completion is issued for the Project, the Grantee shall make, in such detail as may reasonably be required by the HRA, and forward to the HRA, upon demand by the HRA (provided such demand shall not be made more frequently than monthly in the absence of an Event of Default hereunder), a written report as to the actual progress of the Project. No formal report is required, unless requested by the HRA. 3.04. Access to Property. Subject to any lease, the Grantee agrees to permit the HRA and any of its officers, employees or agents access to the Property at all reasonable times for the purpose of inspection of all work being performed in connection with the Project; provided, however, that the HRA shall not have an obligation to inspect such work. 6 3.05. Subordination. By written consent of the HRA, which consent shall not be unreasonably withheld, the HRA may subordinate any or all of its rights under this Agreement to any lease. ## ARTICLE 4 ## Defense of Claims; Insurance 4.01. Defense of Claims. (a) The Grantee shall indemnify and hold harmless the HRA, its governing body members, officers, and agents including the independent contractors, consultants, and legal counsel, servants and employees thereof (hereinafter, for the purposes of this Section, collectively the “Indemnified Parties”) for any expenses (including reasonable attorneys’ fees), loss (excluding consequential, special or punitive damages except to the extent payable to third parties by any Indemnified Parties), damage to property, or death of any person occurring at or about, or resulting from any defect in, the Project; provided, however, the Grantee shall not be required to indemnify any Indemnified Party for any claims or proceedings arising from any negligent, intentional misconduct, or unlawful acts or omissions of such Indemnified Party, or from expenses, damages or losses that are eligible to be reimbursed by insurance. Promptly after receipt by the HRA of notice of the commencement of any action in respect of which indemnity may be sought against the Grantee under this Section 4.01, such person will notify the Grantee in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Grantee shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the HRA) and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Grantee. The HRA shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Grantee unless the employment of such counsel has been specifically authorized by the Grantee. Notwithstanding the foregoing, if the HRA has been advised by independent counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the Grantee, the Grantee shall not be entitled to assume the defense of such action on behalf of the HRA, but the Grantee shall be responsible for the reasonable fees, costs and expenses (including the employment of counsel) of the HRA in conducting their defense. The Grantee shall not be liable to indemnify any person for any settlement of any such action effected without the Grantee’s consent. The omission to notify the Grantee as herein provided will not relieve the Grantee from any liability which it may have to any Indemnified Party pursuant hereto, otherwise than under this Section. (b) The Grantee agrees to protect and defend the Indemnified Parties, and further agrees to hold the aforesaid harmless, from any claim, demand, suit, action or other proceeding whatsoever by any person or entity arising or purportedly arising from the actions or inactions of the Grantee (or other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project; provided that this indemnification shall not apply to the warranties made or obligations undertaken 7 by the HRA in this Agreement or to any actions undertaken by the HRA which are not contemplated by this Agreement but shall, in any event, apply to any pecuniary loss (excluding consequential, special or punitive damages except to the extent payable to third parties by any of the Indemnified Parties) or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the HRA at a rate equal to the prime rate) as a result of the Project, as constructed and operated by the Grantee, or to violate limitations as to the use of the revenues therefrom as set forth in the Act. (c) All covenants, stipulations, promises, agreements and obligations of the HRA contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the HRA and not of any governing body member, officer, agent, servant or employee of the HRA, as the case may be. ## ARTICLE 5 ## Grant for Reimbursement of Expenses 5.01. Development Costs The Grantee has agreed to and shall be responsible to pay or cause to be paid all of its respective costs of the Project, as herein provided. However, the HRA, in order to encourage the Grantee to proceed with the Project, and to assist the Grantee in paying the costs thereof, is willing to provide the Grant. 5.02. Grant. The HRA agrees to provide the Grantee a grant of unobligated incremental property taxes. The actual amount of the Grant shall be the lesser of actual Qualified Costs or 50% of the total construction cost not to exceed $24,000. The HRA shall provide the Grant to Grantee upon satisfaction of the conditions precedent set forth in Section 5.04 below. Within thirty (30) business days of approval of the Disbursement Request by the HRA as set forth in Section 5.03 below, the HRA shall provide the Grant to the Grantee via check or wire transfer. (a) The actual amount of the Grant shall be the lesser of actual Qualified Costs or 50% of the total construction cost not to exceed $24,000. (b) The Grant shall not be made by the HRA to the Grantee unless and until the Grantee has provided written evidence reasonably satisfactory to the HRA that (i) Qualified Costs or the total amount of construction costs have been incurred for the Project and paid by the Grantee as demonstrated by copies of paid invoices and lien waivers and (ii) the conditions precedent set forth in Section 5.04 below have been satisfied. (c) The HRA shall not be obligated to provide the Grant to the Grantee subsequent to the termination of this Agreement as provided in Section 8.06 hereof. In no case shall the HRA be obligated to provide grant funds after December 31, 2026, regardless of the status of the Grantee’s work. (d) Upon written consent from the HRA, which consent shall not be unreasonably withheld, the Grantee may assign its rights under this Agreement to secure 8 financing incurred by the Grantee to pay costs of the Project, or, after a Certificate of Completion has been issued by the HRA, to third parties. 5.03. Disbursement Request. Upon payment by the Grantee of Qualified Costs or the total construction costs for the Project, the Grantee will deliver to the HRA (a) an instrument executed by the Grantee in substantially the form attached hereto in Exhibit D (i) specifying the amount and nature of the Qualified Costs of the Project to be reimbursed or the total amount of construction costs incurred and (ii) certifying that such costs have been paid to third parties unrelated to the Grantee, or if any costs have been paid to third parties related to the Grantee, that such costs do not exceed the reasonable and customary costs of services, labor or materials of comparable quality, dependability, availability and other pertinent criteria and that such costs have not previously been contained in an instrument furnished by Grantee to HRA pursuant to this Section 5.03; and (b) evidence reasonably satisfactory to the HRA of the payment by the Grantee of such costs or direction by the Grantee for the HRA to directly pay the Grant amount to the third party for the costs incurred (collectively, the “Disbursement Request”). The Disbursement Request must be submitted to the HRA no later than November 15, 2026, unless an extension is agreed to by the HRA Executive Director. Within ten (10) days after the Grantee’s submission of the Disbursement Request to the HRA, the HRA shall either approve the Disbursement Request or provide the Grantee with a written statement specifying what additional information the HRA needs with respect to the Disbursement Request. Thereafter, the HRA will provide to the Grantee or provide directly to the third party at the request of the Grantee, the Grant amount as provided in Section 5.02(a) above and subject to the conditions precedent in Section 5.04 below. 5.04. Satisfaction of Conditions Precedent. Notwithstanding anything to the contrary contained herein, the HRA’s obligation to provide the Grant to Grantee shall be subject to satisfaction, or waiver in writing by the HRA, of all of the following conditions precedent: (a) the conditions precedent in Section 5.03 hereof have been satisfied; (b) the Grantee has satisfied the Matching Investment requirement in Section 5.05 below; and (c) the Grantee shall not be in default under the terms of this Agreement beyond any applicable cure period; In the event that all of the above conditions required to be satisfied as provided in this Section 5.04 have not been satisfied by November 15, 2026 (subject to Unavoidable Delay), either the HRA or the Grantee may terminate this Agreement if such conditions are not satisfied within thirty (30) days following notice to the non-terminating party by the terminating party. Upon such termination, the provisions of this Agreement relating to the Project shall terminate and, except as provided in Article 8, neither the Grantee nor the HRA shall have any further liability or obligation to the other hereunder. 5.05. Matching Investment. Grantee is required to invest at least two times (2x) the Grant amount in total construction costs for the Facility. The total construction cost includes hard and soft costs as well as eligible and ineligible Grant expenses. 9 5.06. Reserved. 5.07. Notice of Default. Whenever the HRA shall deliver any notice or demand to the Grantee with respect to any breach or default by the Grantee in its obligations or covenants under this Agreement, the HRA shall at the same time forward a copy of such notice or demand to each investor, lender, or holder of any permitted mortgage, lien or other similar encumbrance at the last address of such holder shown in the records of the HRA. Each such investor, lender, or holder shall have the right, at its option, to cure or remedy such breach or default and to add the cost thereof to the mortgage debt and the lien of its mortgage; provided that if the breach or default is with respect to construction of the Project, nothing contained in this Agreement shall be deemed to permit or authorize such holder, either before or after foreclosure or action in lieu thereof, to undertake or continue the construction or completion of the Project without first having expressly assumed the obligation to the HRA, by written agreement satisfactory to the HRA, to complete the construction of the Project in accordance with the plans and specifications therefor and this Agreement. Any such holder who shall properly complete the construction of the Project shall be entitled, upon written request made to the HRA, to a certification by the HRA to such effect in the manner provided in Section 3.02. 5.08 Legal and Administrative Expenses. The HRA agrees to pay all Legal and Administrative Expenses that are incurred in connection with the negotiation, approval and documentation of this Agreement. The Grantee agrees to pay all legal and administrative expenses of any amendments to this Agreement. ## ARTICLE 6 ## Prohibitions Against Assignment and Transfer 6.01. Transfer of Property and Assignment. Until such time as the Certificate of Completion is issued, Grantee will not assign its interest in any lease relating to the Facility to any third party without the prior consent of the City, such consent not to be unreasonably withheld, conditioned, or delayed. Provided that no Event of Default exists hereunder, any such approved assignment shall release the Grantee from its obligations hereunder upon execution and delivery to the HRA by the transferee or assignee of an instrument in form and substance satisfactory to the HRA by which the assignee assumes the obligations of the Grantee hereunder. Except as set forth in the immediately preceding paragraph, in the absence of specific written agreement by the HRA to the contrary, no approval of any assignment by the HRA thereof with respect to any assignment shall be deemed to relieve the Grantee, or any other party bound in any way by this Agreement or otherwise with respect to the completion of the Project, from any of their obligations with respect thereto. ## ARTICLE 7 ## Event of Default; Fees 7.01. Events of Default. Subject to Unavoidable Delay, the following shall be “Events of Default” under this Agreement and the term “Event of Default” shall mean, whenever it is used in this Agreement (unless the context otherwise provides), any one or more of the following events which occurs and continues for more than thirty (30) days after written notice by the defaulting 10 party of such default (and the term “default” shall mean any event which would with the passage of time or giving of notice, or both, be an “Event of Default” hereunder): (a) Failure of the Grantee to substantially complete the Project as required hereunder by November 15, 2026. (b) Failure of the Grantee or the HRA to observe and perform any other material covenant, condition, obligation or agreement on its part to be observed or performed hereunder. (c) Filing of any voluntary petition in bankruptcy or similar proceedings by the Grantee; general assignment for the benefit of creditors made by the Grantee or admission in writing by the Grantee of inability to pay its debts generally as they become due; or filing of any involuntary petition in bankruptcy or similar proceedings against the Grantee which are not dismissed or stayed within sixty (60) days. 7.02. Remedies on Default. In the event the HRA desires to exercise any of its rights or remedies as provided herein or otherwise available to the HRA at law or in equity, the HRA shall first provide written notice to Grantee setting forth with specific particularity the Event of Default and the action required to cure or remedy the same (the “Default Notice”). Grantee or any transferee or assignee under Section 6.01 hereof, shall have thirty (30) days from receipt of a Default Notice to cure or remedy the Event of Default specified in the Default Notice, or such longer period as may be reasonably required to complete the cure as soon as reasonably possible under the circumstances. If, following Grantee’s receipt of a Default Notice, Grantee does not cure or remedy the Event of Default therein specified within the time provided above, the HRA may take any one or more of the following actions at any time prior to Grantee’s curing or remedying the Event of Default: (a) Suspend its performance under this Agreement until it receives assurances from Grantee, deemed reasonably adequate by the HRA, that Grantee will cure its default and continue its performance under this Agreement. (b) In the case of a material default that is not cured within a reasonable period of time, terminate all rights of Grantee under this Agreement. (c) Withhold the Certificate of Completion. (d) Take whatever action at law or in equity may appear necessary or desirable to the HRA to enforce performance and observance of any obligation, agreement, or covenant of Grantee under this Agreement. In the event the HRA should fail to observe or perform any covenant, agreement or obligation of the HRA on their part to be observed and performed under this Agreement, Grantee may take any one or more of the following actions: (a) Suspend its performance under this Agreement until it receives assurances from the HRA deemed adequate by Grantee, that the HRA will cure its default and continue its performance under this Agreement. 11 (b) In the case of a material default that is not cured within a reasonable period of time, terminate all rights of the HRA under this Agreement. (c) Take whatever action at law or in equity may appear necessary or desirable to Grantee to enforce performance and observance of any obligation, agreement, or covenant of the HRA under this Agreement. 7.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to the HRA, or to the Grantee is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the HRA, or Grantee to exercise any remedy reserved to them, it shall not be necessary to give notice, other than such notice as may be required under this Agreement. 7.04. Waivers. All waivers by any party to this Agreement shall be in writing. If any provision of this Agreement is breached by any party and thereafter waived by another party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 7.05. Agreement to Pay Attorneys’ Fees. Whenever any Event of Default occurs and the HRA shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement or performance or observance of any obligation or agreement on the part of the Grantee herein contained, the Grantee agrees that it shall, on demand therefor, pay to the HRA the reasonable fees of such attorneys and such other expenses so incurred by the ## HRA. ## ARTICLE 8 ## General Provisions 8.01. Conflicts of Interest; HRA Representatives Not Individually Liable. No member, official, employee, or consultant or employee of a consultant of the HRA shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, consultant or the consultant’s employees or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is directly or indirectly interested. No member, official, consultant or consultant’s employee, or employee of the HRA shall be personally liable to Grantee, or any successor in interest, in the event of any default or breach by the HRA or for any amount which may become due to Grantee or successors or on any obligations under the terms of this Agreement. No member, official, consultant or consultant’s employee, or employee of the Grantee shall be personally liable to the HRA, or any successor in interest, in the event of any default or breach by the Grantee or for any amount which may become due to the HRA on any obligations under the terms of this Agreement. 12 8.02. Equal Employment Opportunity; Minnesota Wage Theft Protection Act. Grantee, for itself and its successors and assigns, agrees that during the construction of the Project it will comply with and cause any contractors or subcontractors to comply with any applicable federal, state and local affirmative action, equal employment, and nondiscrimination laws or regulations and all labor and wage laws, including all provisions related to Minnesota’s Wage Theft Protection Act. 8.03. Restrictions on Use. Grantee agrees for itself, and its successors and assigns, and every successor in interest to the Property, or any part thereof, that Grantee, and such successors and assigns, shall devote the Property to, and only to and in accordance with, the uses specified in this Agreement and other agreements entered into between the Grantee and the HRA, and shall not discriminate upon the basis of race, color, creed, religion, national origin, sex, marital status, disability, status with regard to public assistance, sexual orientation, or familial status in the sale, lease, or rental or in the use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof. 8.04. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. 8.05. Business Subsidies Act. The Grant shall not exceed $24,000, therefore, the Grant is not a business subsidy, and the parties will not enter into a business subsidy agreement pursuant to the Business Subsidies Act. 8.06. Term of Agreement. This Agreement shall terminate on the Termination Date; it being expressly agreed and understood that the provisions of this Agreement are intended to survive the expiration and satisfaction of any security instruments placed of record contemporaneously with this Agreement, if such expiration and satisfaction occurs prior to Termination Date, as stated in this Section 8.06. 8.07. Provisions Surviving Termination. Sections 4.01 and 7.05 hereof shall survive any termination, rescission, or expiration of this Agreement with respect to or arising out of any event, occurrence, or circumstance existing prior to the date thereof. ## ARTICLE 9 ## Administrative Provisions 9.01. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under this Agreement by any party to another party shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally as follows: (a) in the case of Grantee, addressed to or delivered personally to: ## WOLD, LLC ## c/o Ann Wold Schuster 4527 Arden Ave. ## Edina, MN 55424-1116 13 (b) in the case of the HRA, addressed or delivered personally to: ## Edina Housing and Redevelopment Authority 4801 W 50th Street ## Edina, MN 55424 ## Attention: Executive Director The HRA and the Grantee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications should be sent. 9.02. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. 9.03. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the HRA and the Grantee and their respective successors and assigns. 9.04. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 9.05. Amendments, Changes and Modifications. This Agreement may be amended or any of its terms modified only by written amendment authorized and executed by the HRA and the Grantee. The Chair and HRA Secretary are authorized to execute and deliver amendments and any documents related to this Agreement on behalf of the HRA. The Executive Director is authorized to approve time extensions due to documented Unavoidable Delays for up to 60 days but in no case past the date required to issue payment by the December 31, 2026 deadline. 9.06. Further Assurances and Corrective Instruments. The HRA and the Grantee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property or the Project or for carrying out the expressed intention of this Agreement. 9.07. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope of intent of any provision or Section of this Agreement. 9.08. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without giving effect to the conflict-of-laws principles thereof. 9.09. Entire Agreement. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and supersedes all previous written or oral representations, agreements and understandings between the parties, whether expressed or implied. ## REMAINDER OF PAGE INTENTIONALLY BLANK ## S-1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. ## EDINA HOUSING AND REDEVELOPMENT ## AUTHORITY ## By ## James B. Hovland, Chair ## And ## James Pierce, Secretary ## STATE OF MINNESOTA ) ) ss. ## COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me on this 13 th day of August, 2026, by James B. Hovland, the Chair, and James Pierce, the Secretary, of the Edina Housing and Redevelopment Authority, a Minnesota municipal corporation, on behalf of the corporation. IN WITNESS WHEREOF, I have set my hand and my official seal this ____ day of August, 2026. ## Notary Public ## S-2 WOLD, LLC, a Minnesota limited liability company ## By: Sign above and Print Name here: Its: _______________________________ ## Title ## STATE OF __________ ) ) ss. ## COUNTY OF __________ ) The foregoing instrument was acknowledged before me on this _______ day of August, 2026, by ________________________ (print name), the _____________________________ (print title) of WOLD, LLC, a Minnesota limited liability company, on behalf of the company. IN WITNESS WHEREOF, I have set my hand and my official seal this _________ day of August, 2026. ## Notary Public ## A-1 ## EXHIBIT A ## PROPERTY The real property and interests in such property located in the County of Hennepin, State of Minnesota and described as follows: ## Common Address: 3948 West 50 th ## Street, Edina, Minnesota ## Legal Description Parcel 1: All the part of Lot 35, Auditor’s Subdivision No. 172 lying West of the East 13 feet thereof and lying South of a line drawn parallel with and 160.30 feet North of the South line of said Lot 35 except that part thereof lying Easterly and Westerly 74.20 feet and lying North of a line drawn parallel with and the 126.0 feet North of the South line of said Lot 35, according to the recorded plat thereof, Parcel 2: All that part of the East 22 feet of the South half of Lot 36, Auditor’s Subdivision No. 172 lying South of a line drawn parallel with and 150.30 feet North of the South line of said Lot 36 except that part thereof described as follows: Beginning at a point on the South line of said Lot 36 which point is distant 22 feet West from the Southeast corner of said Lot 36, thence North and parallel to the East line of said Lot 36 a distance of 150.14 feet, thence East parallel to the South line of said Lot A distance of .55 of a foot thence Southerly to a point on the South line of said Lot 36, which point is .10 of a foot East of the point of beginning, thence West .10 of a foot to the point of beginning, the West line of said parcel being marked by Judicial Landmarks set pursuant to Torrens Case No. 16224, according the recorded plat thereof; Parcel 3: All that part of the West 100 feet of the East 122 feet of the South half of Lot 36, Auditor’s Subdivision Number 172, Hennepin County, Minnesota, lying South of a line drawn parallel with and 150.30 feet North of the South line of said Lot 36; and Parcel 4: Also, beginning at a point on the South line of Lot 36, Auditor’s Subdivision Number 172, Hennepin County, Minnesota, which point is distant 22 feet West from the Southeast corner of said Lot 36; thence North and parallel to the East line of said Lot 36 a distance of 150.14 feet; thence East a distance of .55 feet; thence Southerly to a point on the South line of Lot 36, which point is .10 feet East of the point of beginning; thence West .10 feet to the point of beginning. All located in Hennepin County, Minnesota. ## Parcel ID Number 18-028-24-14-0126 ## B-1 ## EXHIBIT B ## PROJECT DESCRIPTION; QUALIFIED COSTS ## Qualified Costs Generally Qualified Costs may include: a) Energy efficient improvements to building shell including but not limited to: glazing and storefront systems, wall and ceiling insulation, HVAC systems and similar work; b) Permanent improvements to achieve handicapped accessibility per ADA and MN Accessibility Code including but not limited to: entrances and exits to building and/or suite, accessible route to/from handicapped parking stalls to building and/or suite entrances, customer facilities such as toilet rooms, permanent sales counters, elevators and lifts; and c) Other permanent improvements to the building that are necessary to occupy a successful business when approved by the HRA ## Project Description The Project involves the remodeling and modernization of an existing commercial space located at 3948 West 50 th Street to accommodate a new café, including installation of a new kitchen-quality ceiling and wall panels in the food preparation area and updated plumbing and electrical service in the food preparation areas that are permanent in nature and will bring the older tenant space into compliance with modern standards. The total estimated business investment exceeds $400,000, including a total construction estimate of $240,000 to $250,000. The qualified construction costs that are eligible for reimbursement are described below. The estimated Qualified Costs are listed below that are eligible for reimbursement from the unobligated tax increment. The list below is non-exhaustive and the amounts assigned to each category are estimates only and not independent limitations of Grantee’s Qualified Costs. Acoustical ceiling and FRP Plumbing, excluding decorative fixtures Electrical, excluding decorative lighting $ 6,000 $14,000 $8,000 ## Estimated Total of Qualified Costs $ 28,000* * Grantee’s Qualified Cost. The total principal amount of the Grant to reimburse the Grantee for Qualified Costs of the Project will not exceed $24,000. The actual amount of the Grant shall be the lesser of actual Qualified Costs or 50% of the total construction cost not to exceed $24,000. ## C-1 ## EXHIBIT C ## CERTIFICATE OF COMPLETION WHEREAS, WOLD LLC, a Minnesota limited liability company, leased the first floor corner tenant space located at 3948 West 50 th Street (the “Property”) in the County of Hennepin and State of Minnesota described on Exhibit A of that certain Grant Agreement (the “Agreement”), dated as of August 13, 2026, between the Grantee and the Edina Housing and Redevelopment Authority; and WHEREAS, the Property is subject to the provisions of the Agreement; and WHEREAS, the Grantee has fully and duly performed all of the covenants and conditions of Grantee under the Agreement with respect to the completion of the Project (as defined in the ## Agreement); NOW, THEREFORE, it is hereby certified that all requirements of the Grantee under the Agreement with respect to the completion of the Project have been completed and duly and fully performed, and this instrument is to be conclusive evidence of the satisfactory termination of the covenants and conditions of the Agreement as they relate to the completion of the Project. All other covenants and conditions of the Agreement, including the covenants and conditions related to the Grant, shall remain in effect and are not terminated hereby. Dated this ____ day of ____________, 2026. ## EDINA HOUSING AND REDEVELOPMENT ## AUTHORITY ## By ## James Hovland, Chair ## And ## James Pierce, Secretary ## D-1 ## EXHIBIT D ## GRANT DISBURSEMENT REQUEST ## Name of Grantee: WOLD, LLC (“Grantee”) Project: The subdivision and remodeling of an existing office facility to accommodate multiple tenants (The “Project”) ## Project Address: 3948 West 50 th ## Street, Edina Minnesota (A) Actual Project Construction Cost incurred by Grantee for the Project (estimated to be $240,000 to $250,000) $ (B) Actual Amount of Qualified Costs (estimated to be $28,000) $ Amount Requested (not to exceed 50% of A nor 100% of B nor $24,000) $ The undersigned represents and certifies as follows: 1) Grantee has completed the Project in accordance with that certain Grant Agreement made and entered into as of August 13, 2026 (the “Grant Agreement”), between the Edina Housing and Redevelopment Authority (the “HRA”), and the Grantee, and all applicable laws and codes related thereto; and 2) Such costs as detailed herein have been or will be paid directly to third parties unrelated to the Grantee and any costs paid to third parties related to the Grantee, do not exceed the reasonable and customary costs of services, labor or materials of comparable quality, dependability, availability and other pertinent criteria; and 3) Costs detailed herein have not previously been contained in an instrument furnished by the Grantee to the HRA; and 4) The Grantee has fully and duly performed all other covenants and conditions of Grantee under the Grant Agreement with respect to the completion of the Project and the disbursement of funds by the HRA. 5) The Grantee directs the HRA to pay the Grant amount directly to: ## Vendor Name: ____________________ Vendor Address: _______________________________ __________________________ (Signature of Grantee) ## Printed Name: _____________________________ ## Date Submitted to HRA: ____________________ Attachments must include: • Copies of invoices, paid invoices and/or lien waivers by contractor(s) ## For Edina HRA Staff Use Only Reviewed by: ## Date Approved for Payment: