8.3 SR 04-04-2022Request for Action
To
Item Number
Mayor and Ci T Council
8.3
Agenda Section
Meeting Date
Prepared by
General Business
April 4, 2022
Brent O'Neil, Economic Development Director
Item Description
Reviewed by
TIF 28 Development Assistance Agreement —
Cal Portner, City Administrator
Jackson Street Apartments, LLC
Reviewed by
Action Requested
Approve, by motion, the resolution and agreement for Jackson Street Apartments, LLC.
Background/Discussion
At the January 3, 2022, City Council meeting, the Council approved the creation of Tax Increment District (TIF)
28 at the northwest of the intersection of Jackson Avenue and 6" Street, as well as the project plan for the district.
Briggs Companies, developer of the property, is proposing an apartment building of 44 units, of which 20 percent
of units would be required to meet affordability requirements. The use of TIF would offset land development
costs associated with significant soil mitigation and correction requirements.
The TIF agreement outlines the obligations of the city and developer and is a formal step committing future TIF
revenues to the project. The attached agreement has been developed in conjunction with the Kennedy and Graven
law firm and Baker Tilly, the city's financial advisor. The attached resolution authorizes execution of the
agreement. Final design drawings and plat will be inserted prior to execution.
In addition to this TIF agreement, the project will still need to pursue all other regular approvals for the project,
including city planning, zoning, and building approvals.
Financial Impact
The developer would receive 90% of tax increment during the agreement period, up to 15 years.
Mission/Policy/Goal
The city's TIF policy to be used for housing projects up to a maximum of 15 years.
Attachments
Resolution Approving and Authorizing Execution of a TIF 28 Development Agreement
TIF 28 Development Assistance Agreement with Jackson Street Apartments, LLC
Baker Tilly Memo
The Elk River Vision
A welcoming community with revolutionary and spirited resourcefulness, exceptional
service, and community engagement that encourages and inspires pi ospei ly.
M
TUREJ
Updated.• August 2020
City of
Elk
River
City of Elk River
City Council
Resolution 22-19
A Resolution of the City Council of the City of Elk River approving and
authorizing the execution of a TIF development assistance agreement in
connection with tax increment financing (housing) district No. 28 (Jackson
Hills Apartments Phase II housing project)
WHEREAS, On January 3, 2022, the City Council of the City of Elk River approved the
creation of Tax Increment District 28.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Elk
River, Minnesota, as follows:
Section 1. Recitals.
1.01. Pursuant to Minnesota Statutes, Section 469.124 through 469.134, as amended
(the "Municipal Development Act"), the City has undertaken a program to promote the
development and redevelopment of land within the City, and in connection therewith created
the Development District No. 1, as expanded (the "Development District") and adopted a
Development Program therefor (the "Development Program").
1.02. Pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.1794, as amended, (the "TIF Act" and together with the Municipal Development Act, the
"Act"), the City has created, within the Development District, the Tax Increment Financing
District (Housing) No. 28 Uackson Hills Apartments Phase II Housing Pro) ect) qualified as a
housing tax increment financing district (the "TIF District") and has adopted a tax increment
financing plan therefor (the "TIF Plan") which provides for the use of tax increment financing
in connection with the Project.
1.03. The City has reviewed a proposal by Jackson Street Apartments, LLC, a
Minnesota limited liability company, or an entity related thereto or affiliated therewith
("Developer"), for tax increment financing in connection with the construction by the
Developer of an approximately 44-unit affordable multifamily rental housing development
and related amenities and improvements (the "Pro)ect").
1.04. The City has determined that it is reasonable and necessary to provide certain
financial assistance to the Developer in order to facilitate Developer's plans for the Project,
and to that end, the City has negotiated a TIF Development Assistance Agreement between
the City and Developer (the "TIF Agreement").
Section 2. Approval of NATUREJ
2.01. The City Council hereby approves the TIF Agreement in substantially the form
presented to the City Council, together with any related documents necessary in connection
therewith, including but not limited to any documents, exhibits, certifications or consents
referenced in or attached to the TIF Agreement including without limitation the TIF Note
and the Declaration of Restrictive Covenants (both as defined in the TIF Agreement) and
consents to collateral assignments necessary to secure financing for the Project (collectively,
the "Development Documents"), and hereby authorizes the Mayor and City Clerk to negotiate
the final terms thereof and, in their discretion and at such time, if any, as they may deem
appropriate, to execute the same on behalf of the City, and to carry out, on behalf of the City,
the City's obligations thereunder.
2.02. The approval hereby given to the Development Documents includes approval
of such additional details therein as may be necessary and appropriate and such modifications
thereof, deletions therefrom and additions thereto as may be necessary and appropriate and
approved by legal counsel to the City and by the officers authorized herein to execute said
documents prior to their execution; and said officers are hereby authorized to approve said
changes on behalf of the City. The execution of any instrument by the appropriate officers of
the City herein authorized shall be conclusive evidence of the approval of such document in
accordance with the terms hereof. This Resolution shall not constitute an offer and the
Development Documents shall not be effective until the date of execution thereof as provided
herein.
2.03. In the event of absence or disability of the officers, any of the documents
authorized by this Resolution to be executed may be executed without further act or
authorization of the City Council by any duly designated acting official, or by such other officer
or officers of the City Council as, in the opinion of the City Attorney, may act in their behalf.
Upon execution and delivery of the Development Documents, the officers and employees of
the City are hereby authorized and directed to take or cause to be taken such actions as may
be necessary on behalf of the City to implement the Development Documents, including
without limitation the issuance of the TIF Note thereunder, when all conditions precedent
thereto have been satisfied.
2.04. The City Council hereby determines that the execution and performance of
the Development Documents will help realize the public purposes of the Act.
Passed and adopted this 4th day of April 2022.
John J. Dietz, Mayor
ATTEST:
Tina Allard, City Clerk
i
TIF DEVELOPMENT ASSISTANCE AGREEMENT
BETWEEN
CITY OF ELK RIVER, MINNESOTA
AND
JACKSON STREET APARTMENTS, LLC
This document drafted by:
KENNEDY & GRAVEN, CHARTERED (GAF)
150 South Fifth Street, Suite 700
Minneapolis, Minnesota 55402
(P) 612-337-9210
(F) 612-337-9310
EL185-70-769416.d7
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS------------------------------------------------------------------------------------------------------------2
Section 1.1.
Definitions ................................................. .......--------2
ARTICLE II REPRESENTATIONS AND WARRANTIES..........................................................5
Section 2.1.
Representations and Warranties of the City...........................................5
Section 2.2.
Representations and Warranties of the Developer.................................5
ARTICLE III UNDERTAKINGS
BY DEVELOPER AND CITY................................................7
Section 3.1.
Total Development Costs and Public Costs...........................................7
Section3.2.
TIF Note.................................................................................................7
Section 3.3.
Income and Rent Restrictions................................................................9
Section 3.4.
Developer to Pay City's Fees and Expenses........................................10
Section 3.5.
Compliance with Environmental Requirements..................................10
Section 3.6.
Construction Plans...............................................................................11
Section 3.7.
Commencement and Completion of Construction...............................I
I
Section 3.8.
Certificate of Completion....................................................................12
Section 3.9.
Additional Responsibilities of the Developer....................................122
Section 3.10.
Encumbrance of the Development Property........................................13
Section 3.11.
Business Subsidy Act...........................................................................13
Section 3.12.
Right to Collect Delinquent Taxes.....................................................133
Section 3.13.
Review of Taxes..................................................................................13
Section 3.14.
Rental License......................................................................................14
ARTICLE IV EVENTS OF DEFAULT........................................................................................15
Section 4.1.
Events of Default Defined...................................................................15
Section 4.2.
Remedies on Default............................................................................15
Section 4.3.
No Remedy Exclusive..........................................................................16
Section 4.4.
No Implied Waiver..............................................................................16
Section 4.5.
Indemnification of City........................................................................16
Section 4.6.
Reimbursement of Attorneys' Fees.....................................................17
ARTICLE V ADDITIONAL PROVISIONS................................................................................18
Section 5.1.
Restrictions on Use..............................................................................18
Section5.2.
Reports.................................................................................................18
Section 5.3.
Limitations on Transfer and Assignment.............................................18
Section 5.4.
Conflicts of Interest..............................................................................20
Section 5.5.
Titles of Articles and Sections.............................................................20
Section 5.6.
Notices and Demands..........................................................................20
Section 5.7.
No Additional Waiver Implied by One Waiver...................................20
Section5.8.
Counterparts.........................................................................................21
Section 5.9.
Law Governing....................................................................................21
Section 5.10.
Term; Termination...............................................................................21
Section 5.11.
Provisions Surviving Rescission, Expiration or Termination..............21
Section 5.12.
Superseding Effect...............................................................................21
Section 5.13.
Relationship of Parties.........................................................................21
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Section5.14. Venue...................................................................................................21
EXHIBIT A DESCRIPTION OF TIF DISTRICT....................................................................
A-1
EXHIBIT B LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY..............................B-1
EXHIBIT C PUBLIC DEVELOPMENT COSTS......................................................................C-1
EXHIBIT D FORM OF TAXABLE TIF NOTE.......................................................................
D-1
EXHIBIT E CERTIFICATE OF COMPLETION OF PROJECT..............................................E-1
EXHIBIT F DECLARATION OF RESTRICTIVE COVENANTS ...........................................
F-1
EXHIBIT G GEOTECHNICAL REPORT................................................................................
G-1
EXHIBIT H TOTAL DEVELOPMENT COSTS.......................................................................
H-1
EXHIBIT I DESIGN DRAWINGS..............................................................................................I-1
EXHIBIT J SITE PLAN...............................................................................................................J-1
m
EL185-70-769416.v7
TIF DEVELOPMENT ASSISTANCE AGREEMENT
THIS AGREEMENT, made as of the day of , 2022, by and between the
City of Elk River, Minnesota (the "City"), a municipal corporation under the Constitution and laws
of the State of Minnesota, and Jackson Street Apartments, LLC, a Minnesota limited liability
company (the "Developer"),
WITNESSETH:
WHEREAS, the City has undertaken a program to promote economic development and job
opportunities and to promote the development of land, which is underutilized within the City, and
in connection therewith created a development project known as Development District No. 1
("Development District") and developed a Development Program (the "Development Program")
therefor pursuant to Minnesota Statutes, Sections 469.124 to 469.133, as amended (the
"Development District Act"); and
WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.1794, as amended, (the "TIF Act"), the City has created, within the Development District, the
Tax Increment Financing District (Housing) No. 28 (Jackson Hills Apartments Phase II Housing
Project) qualified as a housing tax increment financing district (the "TIF District"), the legal
description of which is attached hereto as Exhibit A, and has adopted a tax increment financing
plan therefor approved by the City Council on January 3, 2022 (the "TIF Plan") which provides
for the use of tax increment financing in connection with certain development within the
Development District and TIF District; and
WHEREAS, the Developer proposes to construct an approximately 44-unit multifamily
affordable rental housing development with a mix of studio, 1, 2 and 3-bedroom units, and all
related amenities and improvements, to be completed, owned and operated by the Developer on
property within the TIF District (the "Project"); and
WHEREAS, the Developer has requested that the City use tax increment financing to assist
the Developer with certain costs thereof in order to fill the gap between the Total Development
Costs (as hereinafter defined) and the funds available to pay such costs;
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree with the other as follows:
EL185-70-769416.d7
ARTICLE I
DEFINITIONS
Section L L Definitions. All capitalized terms used and not otherwise defined herein
shall have the following meanings unless a different meaning clearly appears from the context:
Administrative Expenses has the meaning set forth in Section 3.4;
Agreement means this TIF Development Assistance Agreement, as the same may be from
time to time modified, amended or supplemented;
Affiliate means a corporation, partnership, joint venture, association, business trust or
similar entity organized under the laws of the United States of America or a state thereof which is
directly controlled by or under common control with the Developer or any other Affiliate. For
purposes of this definition, control means the power to direct management and policies through
the ownership of at least a majority of its voting securities, or the right to designate or elect at least
a majority of the members of its governing body by contract or otherwise;
Architect means Douglas A. Moe Architects Incorporated in Elk River, Minnesota;
Available Tax Increments means the Tax Increments received by the City less the amount
of Tax Increments, if any, which the City must pay to the school district, the County and the State
pursuant to the TIF Act including, without limitation, Minnesota Statutes, Sections 469.177,
Subds. 9, 10, and 11; 469.176, Subd. 4h; and 469.175, Subd. la, as the same may be amended
from time to time;
Business Day means any day except a Saturday, Sunday or a legal holiday or a day on
which banking institutions in the City are authorized by law or executive order to close;
Certificate of Completion means a Certificate of Completion with respect to the Project
executed by the City pursuant to Section 3.8;
Cily means the City of Elk River, Minnesota;
Completion Date means the date on which the Certificate of Completion with respect to
the Project is executed by the City pursuant to Section 3.8;
Construction Costs means the capital costs of the construction of the Project, including the
costs of labor and materials; construction management and supervision expenses; insurance and
payment or performance bond premiums; architectural and engineering fees and expenses;
property taxes; usual and customary fees or costs payable to the City, or any other public body
with regulatory authority over construction of the Project (e.g. building permits and inspection
fees); the developer fee; and all other costs chargeable to the capital account of the Project under
generally accepted accounting principles;
Construction Documents shall mean the following documents, all of which shall be in form
and substance acceptable to the City: (a) Evidence satisfactory to the City showing that the Project
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conforms to applicable zoning, subdivision and building code laws and ordinances, including a
copy of the building permit for the Project; and (b) A copy of the executed standard form of
agreement between owner and architect for architectural services for the Project, if any;
Construction Plans means the plans, specifications, drawings and related Construction
Documents for the construction of the Project which shall be as detailed as the plans,
specifications, drawings and related Construction Documents which are submitted to the building
inspector of the City;
County means Sherburne County, Minnesota;
Declaration means the Declaration of Restrictive Covenants in substantially the form
attached hereto as Exhibit F;
Design Drawings means the floor plans, renderings, elevations and material specifications
for the Project to be prepared by the Architect and attached hereto as Exhibit I;
Developer means Jackson Street Apartments, LLC, a Minnesota limited liability company,
and its authorized successors and assigns;
Development Property means the real property legally described in Exhibit B attached to
this Agreement;
Event of Default means any of the events described in Section 4.1 hereof,
Final Payment Date means the earlier of (i) the date on which the entire principal and
accrued interest on the TIF Note has been paid in full; or (ii) February 1, 2041; or (iii) any earlier
date this Agreement or the TIF Note is cancelled in accordance with the terms hereof or deemed
paid in full; or (iv) the February 1 following the date the TIF District is terminated in accordance
with the TIF Act;
Geotechnical Report means Project 19-406 Report of Geotechnical Explorations for
Jackson Hills Residential Suites, Phases II — IV, Elk River, Minnesota, dated March 2, 2020,
prepared for the Briggs Companies by Independent Testing Technologies, Inc., attached hereto as
Exhibit G.
Payment Date means August 1, 2026 and each February 1 and August 1 thereafter to and
including the Final Payment Date; provided, that if any such Payment Date should not be a
Business Day, the Payment Date shall be the next succeeding Business Day;
Pledged Tax Increments means for any six month period, 90% of the Available Tax
Increments received by the City since the last Payment Date;
Project means soil correction and soil remediation of the Development Property and the
construction thereon of an approximately 44-unit affordable multifamily rental housing
development with a mix of studio, 1, 2 and 3-bedroom units and all related amenities and
improvements, to be completed, owned and operated by the Developer;
EL185-70-769416.d7
Public Development Costs means the Public Development Costs of the Project identified
on Exhibit C attached hereto and any other cost incurred by the Developer, or its assigns, that the
City determines is eligible for reimbursement with Pledged Tax Increments;
Reimbursement Amount means the lesser of (i) $968,000 or (ii) the Public Development
Costs actually incurred and paid by the Developer as determined by the City in accordance with
Section 3.2 hereof,
Site Plan means the site plan prepared for the Development Property and attached hereto
as Exhibit J;
State means the State of Minnesota;
Tax Increments means the tax increments actually derived from the Development Property
and the improvements thereon which have been received and are permitted to be retained by the
City in accordance with the TIF Act including, without limitation, Minnesota Statutes, Section
469.177, as amended as determined by the City in its sole and absolute discretion;
Act;
Termination Date means the date the TIF District is terminated in accordance with the TIF
TIF Act means Minnesota Statutes, Sections 469.174 through 469.1794, as amended;
TIF District means the Tax Increment Financing District (Housing) No. 28 (Jackson Hills
Apartments Phase II Housing Project) consisting of the property legally described in Exhibit A
attached hereto, which was established as a housing district under the TIF Act;
TIF Note means the Taxable Tax Increment Revenue Note (Jackson Hills Phase II Housing
Project) to be executed by the City and delivered to the Developer pursuant to Article III hereof, a
form of which is attached hereto as Exhibit D;
TIF Plan means the tax increment financing plan approved for the TIF District;
Total Development Costs means the costs of the Project as set forth on Exhibit H; and
Unavoidable Delays means delays, outside the control of the party claiming their
occurrence, which are the direct result of strikes, other labor troubles, unusually severe or
prolonged bad weather, acts of God, acts of war or terrorism, fire or other casualty to the Project,
litigation commenced by third parties which, by injunction or other similar judicial action or by
the exercise of reasonable discretion, directly results in delays, or acts of any federal, state or local
governmental unit (other than the City) which directly result in delays, acts of the public enemy or
acts of terrorism and discovery of unknown hazardous materials or other concealed site conditions
or delays of contractors due to such discovery.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations and Warranties of the City. The City makes the following
representations and warranties:
(1) The City is a municipal corporation organized and existing under the Constitution
and laws of the State of Minnesota and has the power to enter into this Agreement and carry out
its obligations hereunder.
(2) The City has taken the actions necessary to establish the TIF District as a "housing
district" within the meaning of Minnesota Statutes, Section 469.174, Subdivision 11.
(3) The development contemplated by this Agreement is in conformance with the
development objectives set forth in the Development Program.
(4) The City makes no representation or warranty, either express or implied, as to the
Development Property or its condition, or that the Development Property shall be suitable for the
Developer's purposes or needs.
(5) No member of the City Council, or officer of the City, has either a direct or indirect
financial interest in this Agreement, nor will any Councilmember of the City, or officer of the
City, benefit financially from this Agreement within the meaning of Minnesota Statutes, Sections
412.311 and 471.87.
Section 2.2. Representations and Warranties of the Developer. The Developer makes
the following representations and warranties:
(1) The Developer is a Minnesota limited liability company duly and validly
organized and existing in good standing under the laws of the State, and has power and authority
to enter into this Agreement and to perform its obligations hereunder and is not in violation of
any provision of the laws of the State.
(2) The construction of the Project would not be undertaken by the Developer, and in
the opinion of the Developer would not be economically feasible within the reasonably
foreseeable future, without the assistance and benefit to the Developer provided for in this
Agreement.
(3) Neither the execution and 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, limited by or conflicts with or results in a breach of,
the terms, conditions or provision of any contractual restriction, evidence of indebtedness,
agreement or instrument of whatever nature to which the Developer is now a party or by which it
is bound, or constitutes a default under any of the foregoing.
(4) The Developer understands that the City may subsidize or encourage the
development of other developments in the City, including properties that compete with the
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Development Property and the Project, and that such subsidies may be more favorable than the
terms of this Agreement, and that the City has informed the Developer that development of the
Development Property will not be favored over the development of other properties.
(5) The Developer understands, represents, warrants, and agrees that the creation of the
TIF District and the execution and delivery of this Agreement are separate and distinct from the
City's applicable zoning, subdivision and building code laws and ordinances and planning process.
The Developer understands, represents, warrants, and agrees that the Project must still go through
the City's normal planning, zoning, subdivision and building code processes, including but not
limited to, review and approval by the City's planning commission and the City Council, and
approval of construction plans by the City's building officials. The approval of the TIF District
and the execution and delivery of this Agreement will not impact or be considered during the City's
normal planning, zoning, subdivision and building code processes. The Developer understands,
represents, warrants and agrees that the approval of the TIF District by the City Council, the
approval of this Agreement by the City Council and the execution and delivery of this Agreement
does not constitute a representation or warranty by the City that the that the Project complies with
applicable building code, health or safety regulation, zoning regulation, environmental law or other
law or regulation, or that the Project will be approved as part of the City's normal planning process
by the City's planning commission or the City Council, as applicable. The Developer understands,
represents, warrants and agrees that nothing in this Agreement shall be construed to relieve the
Developer of its obligations to comply with the City's applicable zoning, subdivision and building
code laws and ordinances and planning process including but not limited approval of Construction
Plans by the City's building official as part of the City's normal building code process. Nothing
in this Agreement shall be construed to relieve the Developer of its obligations to receive any
required approval of the Construction Plans for the Project from any City department.
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ARTICLE III
UNDERTAKINGS BY DEVELOPER AND CITY
Section 3.1. Total Development Costs and Public Costs.
(1) The Developer's estimate of the Total Development Costs of the Project and
sources of revenue to pay such costs are set forth on Exhibit H attached hereto.
(2) Based on the Developer's representation that the Total Development Costs are
approximately $8,890,974, that the funding sources available to pay such costs, excluding the tax
increment assistance contemplated herein, is $7,922,974, and that the Developer is unable to
obtain additional private financing or other public funding for the estimated Total Development
Costs, the City has agreed to provide tax increment financing subject to the terms and conditions
as hereinafter set forth.
(3) The parties agree that the Public Development Costs to be incurred by the
Developer are essential to the successful completion of the Project. The Developer anticipates
that the Public Development Costs which are identified on Exhibit C attached hereto will be at
least $968,000.
(4) As of January 2, 2025, the estimated market value of the Development Property,
as improved, is expected to be at least $6,363,000.
(5) The Developer has or will acquire fee title to the Development Property, and will
cause the Project to be constructed in accordance with the terms of this Agreement, the
Development Program, and all local, state and federal laws and regulations including, but not
limited to, environmental, zoning, energy conservation, building code and public health laws and
regulations.
(6) The Developer will obtain, or cause to be obtained, in a timely manner, all required
permits, licenses and approvals, and will meet, in a timely manner, all requirements of all
applicable local, state, and federal laws and regulations which must be obtained or met for the
construction and operation of the Project.
(7) The Developer will construct the Project in accordance with the Geotechnical
Report and Section 3.7 hereof. The Developer will engage a technical engineer to monitor and
verify that the Project is constructed in accordance with the Geotechnical Report.
(8) The Public Development Costs shall be paid by the Developer, and the City shall
reimburse the Developer for the Public Development Costs in the Reimbursement Amount solely
through the issuance of the TIF Note.
Section 3.2. TIF Note.
(1) The TIF Note will be originally issued to the Developer, as provided in Section
3 2(2), in a principal amount equal to the Reimbursement Amount and shall be dated as of its date
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of issuance. The principal of the TIF Note and interest thereon shall be payable on a pay-as-you-
go basis solely from the Pledged Tax Increments as provided below.
(2) The TIF Note shall be issued, in substantially the form attached hereto as Exhibit
D and interest will commence to accrue on the TIF Note only when: (A) the Developer shall have
submitted written proof and other documentation as may be reasonably satisfactory to the City of
the exact nature and amount of the Public Development Costs incurred by the Developer, together
with such other information or documentation as may be reasonably necessary and satisfactory to
the City to enable the City to substantiate the Developer's tax increment expenditures per Exhibit
C and/or to comply with its tax increment reporting obligations to the Commissioner of Revenue,
the Office of the State Auditor or other applicable official which shall include specific invoices
for the particular work from the contractor or other provider and shall include paid invoices,
copies of remittances and/or other suitable documentary proofs of the Developer's payment
thereof, (B) the City shall have received evidence that the Declaration has been recorded against
the Development Property; (C) the Developer shall have obtained from the City a certificate of
occupancy for all living units in the Project and a Certificate of Completion as provided in this
Agreement; (D) the Developer shall have paid all of the City's Administrative Costs required to
have been paid as of such date in accordance with Section 3.4 hereof, (E) the Developer obtained
the written approval of City building official that the soil and remediation work undertaken on
the Development Property meet the City's requirements prior to the commencement of the
construction of the building and parking lot on the Development Property in accordance Section
3.7 hereof, (F) the Developer has obtained final City zoning and planning approvals for the Project
and the Development Property; (G) the Developer has received all necessary City permits for the
Project in accordance with the City's normal permit process; and (H) the Developer is in material
compliance with each term or provision of this Agreement required to have been satisfied as of
such date.
(3) Subject to the provisions thereof, the TIF Note shall bear simple, non -
compounding interest at the rate of 4.00% per annum. Interest shall be computed on the basis of
a 360 day year consisting of twelve 30-day months. Principal and interest on the TIF Note will
be payable on each Payment Date; however, the sole source of funds required to be used for
payment of the City's obligations under this Section and correspondingly under the TIF Note
shall be the Pledged Tax Increments received in the 6-month period preceding each Payment
Date. The principal amount of TIF Note shall be the Reimbursement Amount. On each Payment
Date the Pledged Tax Increment shall be credited against the accrued interest then due on the TIF
Note and then applied to reduce the principal. In the event the Pledged Tax Increments are not
sufficient to pay the accrued interest, the unpaid accrued interest shall be carried forward without
interest. The Developer further acknowledges that estimates of Pledged Tax Increment prepared
by the City or its financial or municipal advisors in connection with the TIF District or this
Agreement are for the benefit of the City, and are not intended as representations on which the
Developer may rely. All Tax Increments in excess of the Pledged Tax Increments necessary to
pay the principal and accrued interest on the TIF Note are not subject to this Agreement, and the
City retains full discretion as to any authorized application thereof. To the extent that the Pledged
Tax Increments are insufficient through the final Payment Date, to pay all amounts otherwise due
on the TIF Note, said unpaid amounts shall then cease to be any debt or obligation of the City
whatsoever. No interest will accrue during any period in which payments have been suspended
pursuant to Section 4.2.
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(4) Any interest accruing on Pledged Tax Increments held by the City pending
payment to the Developer shall accrue to the benefit of the City.
(5) The TIF Note shall be a special and limited obligation of the City and not a general
obligation of the City, and only Pledged Tax Increments shall be used to pay the principal of and
interest on the TIF Note.
(6) The City's obligation to make payments on the TIF Note on any Payment Date
shall be conditioned upon the requirement that (A) there shall not at that time be an Event of
Default that has occurred and is continuing under this Agreement that has not been cured during
the applicable cure period, and (B) this Agreement shall not have been terminated pursuant to
Section 4.2, and (C) all conditions set forth in Section 3.2(2) have been satisfied as of such date.
(7) The TIF Note shall be governed by and payable pursuant to the additional terms
thereof, as set forth in Exhibit D. In the event of any conflict between the terms of the TIF Note
and the terms of this Section 3.2, the terms of the TIF Note shall govern. The issuance of the TIF
Note is pursuant and subject to the terms of this Agreement.
Section 3.3. Income and Rent Restrictions. The Developer hereby represents, covenants
and agrees as follows:
(1) The Project is intended for occupancy, in part, by persons or families of low and
moderate income, as defined in chapter 462A, Title II of the National Housing Act of 1934, the
National Housing Act of 1959, the United States Housing Act of 1937, as amended, Title V of
the Housing Act of 1949, as amended, any other similar present or future federal, state or
municipal legislation, or the regulations promulgated under any of those acts; and
(2) No more than 20% of the square footage of the buildings of the Project financed
with the proceeds of the TIF Note will consist of commercial, retail or other non-residential uses;
and
(3) In accordance with the Declaration, commencing on the Completion Date and
continuing until the Termination Date, at least 20% of the housing units shall be occupied by or
available for rent to persons whose income does not exceed 50% of the area -wide median family
income for the standard metropolitan statistical area which includes Minneapolis/St. Paul,
Minnesota, as that figure is determined and announced from time to time by HUD, as adjusted
for family size ("Median Income"); and
(4) The Developer will provide the City an annual certification in the form attached
as Exhibit C to the Declaration (the "Compliance Certificate") evidencing compliance with the
requirements of paragraph (3) above, and income verifications from tenants used to meet such
requirements. The annual certification shall also include the vacancy rate for the preceding
calendar year and the rents for all units broken down by unit type, size and rent per square foot.
The annual certification shall be provided on or before January 31 of each year commencing
January 31, 2024, and shall cover the preceding calendar year.
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(5) The provisions of this Section 3.3 shall be incorporated into the Declaration of in
substantially the form attached as Exhibit F and recorded against the Development Property prior
to the issuance of the TIF Note.
Section 3.4. Developer to Pay City's Fees and Expenses. The Developer will pay all of
the City's reasonable Administrative Costs (as defined below). Developer has deposited $10,000
with the City for the payment or reimbursement of the City's Administrative Costs (as defined
below). For the purposes of this Agreement, the term "Administrative Costs" means out of pocket
costs incurred by the City together with staff and consultant (including legal, financial and
municipal adviser, etc.) costs of the City, all attributable to or incurred in connection with the
establishment of the TIF District and the TIF Plan and review, negotiation and preparation of this
Agreement (together with any other agreements entered into between the parties hereto
contemporaneously therewith) and review and approvals of other documents and agreements in
connection with the Project. The term "Administrative Costs" shall also include the costs of the
engineering consultant selected by the City in its sole discretion to inspect the site remediation in
accordance with Section 3.7. In addition, certain engineering, environmental advisor, legal, land
use, zoning, subdivision and other costs related to the development of the Development Property
are required to be paid, or additional funds deposited in escrow, in accordance with the City's fee
schedule.
If at any time the City determines that the amount deposited by Developer will be
insufficient to pay the City's fees and expenses listed above, the City may notify the Developer in
writing as to any additional amount required to be deposited. The Developer must deposit such
additional funds within 10 business days after receipt of the City's notice. The City will notify the
Developer at any point when it has received invoices for Administrative Costs equal, in aggregate,
to $10,000 and the Developer shall notify the City whether it is willing to incur additional
Administrative Costs. If the Developer fails to notify the City of its willingness to continue to
incur additional Administrative Costs within 10 days, the City will instruct all Administrative Cost
service providers to discontinue further work and submit final invoices which the Developer shall
reimburse the City for reasonable Administrative Costs within 10 business days after receipt of the
City's notice even if the remaining Administrative Costs exceed $10,000 as a result of work done
prior to the notification to discontinue work.
Any funds deposited by Developer and not expended by the City for its Administrative
Costs will be returned to the Developer up the issuance of the Certificate of Completion. This
Section 3.4 shall survive termination of this Agreement and shall be binding on the Developer
regardless of the enforceability of any other provision of this Agreement.
Section 3.5. Compliance with Environmental Requirements.
(1) The Developer shall comply with all applicable local, state, and federal
environmental laws and regulations, and will obtain, and maintain compliance under, any and all
necessary environmental permits, licenses, approvals or reviews.
(2) The City makes no warranties or representations regarding, nor does it indemnify
the Developer with respect to, the existence or nonexistence on or in the vicinity of the
Development Property or anywhere within the TIF District of any toxic or hazardous substances
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or wastes, pollutants or contaminants (including, without limitation, asbestos, urea formaldehyde,
the group of organic compounds known as polychlorinated biphenyls, petroleum products
including gasoline, fuel oil, crude oil and various constituents of such products, or any hazardous
substance as defined in the Comprehensive Environmental Response, Compensation and Liability
Act of 1980 ("CERCLA"), 42 U.S.C. §§ 961-9657, as amended) (collectively, the "Hazardous
Substances").
(3) The Developer agrees to take all necessary action to remove or remediate any
Hazardous Substances located on the Development Property to the extent required by and in
accordance with all applicable local, state and federal environmental laws and regulations.
Section 3.6. Construction Plans. Prior to the commencement of construction of the
Project, the Developer will deliver to the City the Construction Plans). The Construction Plans for
the Project shall be consistent with the Site Plan and Design Drawings and shall provide for design,
quality, materials, building finishes, site layout and related amenities and improvements, similar
to those which were presented to the City and shared publicly in connection with the Developer's
request for tax increment financing assistance and identified on the preliminary building elevations
and site layout. The Construction Plans shall not violate any applicable federal, State or local laws,
ordinances, rules or regulations. The Construction Plans for the Project shall be approved as part
of the City's normal building code and permit review process.
Section 3.7. Commencement and Combletion of Construction.
(1) Subject to the terms and conditions of this Agreement and to Unavoidable Delays,
the Developer will commence construction of the Project by December 31, 2022 and shall
substantially complete the Project by June 30, 2024. Notwithstanding the foregoing, failure of the
Developer to substantially complete the Project shall not be an Event of Default unless the
Developer fails to commence construction of the Project by June 30, 2023 or the Developer fails
to obtain a certificate of occupancy for the Project by December 31, 2024. The Project will be
constructed by the Developer on the Development Property in conformity with the Construction
Plans, the Design Drawings and the Site Plan approved by the City.
(2) After completing the soil correction and remediation work on the Development
Property and prior to commencing construction of any foundations, any parking lot, or any other
paving or cement work for the Project, the Developer (i) shall provide a certificate from an
engineer from Independent Testing Technologies, Inc. certifying that the work described in the
Geotechnical Report has been constructed in accordance with the Geotechnical Report, (ii) shall
obtain a building permit from the City in accordance with the City Code, ordinances, requirements
and procedures, and (iii) shall receive written approval from an independent engineer selected by
the City in its sole discretion (at the Developer's cost and expense) after an on -site inspection that
the soil correction and remediation work undertaken by the Developer complies with the City's
requirements as determined by the City in its sole and absolute discretion. No changes shall be
made to the Construction Plans, Site Plan or Design Drawings for the Project without the City's
prior written approval, unless the aggregate of such changes do not increase or decrease the Total
Development Costs by more than 10%. No changes which materially alter (a) the Project's site
plan, (b) exterior appearance, (c) construction quality, (d) the adequacy of the foundation support
as required by the Geotechnical Report, or (e) exterior materials included in the Preliminary Plans,
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final Design Drawings and Construction Plans shall be made without the City's prior written
consent. The approval of the City will not be unreasonably withheld, conditioned or delayed. Prior
to completion, upon the request of the City, and subject to applicable safety rules, the Developer
will provide the City reasonable access to the Development Property. "Reasonable access" means
at least one site inspection per week during regular business hours. During construction, marketing
and rentals of the Project, the Developer will deliver progress reports to the City from time to time
as reasonably requested by the City.
Section 3.8. Certificate of Completion. The Developer shall notify the City when
construction of the Project has been substantially completed. The City shall, within 20 days after
such notification, inspect the Project in order to determine whether the Project has been constructed
in substantial conformity with the approved Construction Plans, Site Plan and Design Drawings.
If the City determines that the Project has not been constructed in substantial conformity with the
approved Construction Plans, Design Drawing and Site Plan, the City shall deliver a written
statement to the Developer indicating in adequate detail the specific respects in which the Project
has not been constructed in substantial conformity with the approved Construction Plans, Design
Drawing and Site Plan and Developer shall have a reasonable period of time to remedy such
deficiencies. The City shall re -inspect the Project within a reasonable period of time after receiving
notice that such deficiencies have been remedied in order to determine whether the Project has
been constructed in substantial conformity with the approved Construction Plans, Design Drawing
and Site Plan and this Agreement. Within a reasonable period of time after determining that the
Project has been constructed in substantial conformity with the approved Construction Plans,
Design Drawings and Site Plans the City will furnish to the Developer a Certificate of Completion
in the form attached hereto as Exhibit E certifying the completion of the Project. The Certificate
of Completion issued for the Project shall conclusively satisfy and terminate the agreements and
covenants of the Developer in this Agreement solely with respect to construction of the Project.
The issuance of a Certificate of Completion shall not be construed to relieve the Developer of any
approval required by any City department in connection with the construction, completion or
occupancy of the Project nor shall it relieve the Developer of any other obligations under this
Agreement.
Section 3.9. Additional Responsibilities of the Developer.
(1) The Developer will construct, operate and maintain, or cause to be operated and
maintained, the Project in accordance with the terms of this Agreement, the Development
Program and all local, State, and federal laws and regulations including, but not limited to zoning,
building code, public health laws and regulations, except for approved variances necessary to
construct the Project contemplated in the Construction Plans approved by the City.
(2) The Developer will obtain, in a timely manner, all required permits, licenses, and
approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and
federal laws and regulations which must be obtained or met before the Project may be lawfully
constructed.
(3) The Developer will not construct any building or other structures on, over, or
within the boundary lines of any public utility easement unless such construction is provided for
in such easement or has been approved by the utility involved.
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(4) The Developer, at its own expense, will replace any public facilities and public
utilities damaged during the construction of the Project, in accordance with the technical
specifications, standards and practices of the owner thereof.
(5) The Developer will comply with all applicable local, state and federal
environmental laws and regulations, as they relate to the Project.
(6) The Developer will provide and maintain or cause to be maintained at all times
and, from time to time at the request of the City, furnish the City with proof of payment of
premiums on insurance of amounts and coverages normally held by owners of property similar
to the Project.
Section 3.10. Encumbrance of the Development Property. Until the Final Payment Date,
without the prior written consent of the City, neither the Developer nor any successor in interest
to the Developer will engage in any financing or any other transaction creating any mortgage or
other encumbrance or lien upon the Development Property, or portion thereof, whether by express
agreement or operation of law, or suffer any encumbrance or lien to be made on or attach to the
Development Property except for the purpose of obtaining funds only to the extent necessary for
financing or refinancing the acquisition and construction of the Project (including, but not limited
to, land and building acquisition, labor and materials, professional fees, development fees, real
estate taxes, reasonably required reserves, construction interest, organization and other direct and
indirect costs of development and financing, costs of constructing the Project, and an allowance
for contingencies). This provision shall not be considered a waiver of the requirements of Section
5.3 with respect to any Transfer of the TIF Note in connection with any such financing or
refinancing nor shall anything contained in this Section prohibit the Developer from making
transfers in accordance with Section 5.3.
Section 3.11. Business Subsidy Act. The subsidy granted to the Developer pursuant to
this Agreement is assistance for housing and therefore the provisions of Minnesota Statutes,
Section 116J.993 to 116J.995 do not apply. No portion of the tax increment assistance shall be
used to construct any commercial space.
Section 3.12. Right to Collect Delinquent Taxes. The Developer acknowledges that the
City is providing substantial aid and assistance in furtherance of the Project through reimbursement
of Public Development Costs. To that end, the Developer agrees for itself, its successors and
assigns, that in addition to the obligation pursuant to statute to pay real estate taxes, it is also
obligated by reason of this Agreement, to pay before delinquency all real estate taxes assessed
against the Development Property and the Project. The Developer acknowledges that this
obligation creates a contractual right on behalf of the City through the Termination Date to sue the
Developer or its successors and assigns, to collect delinquent real estate taxes related to the
Development Property and any penalty or interest thereon and to pay over the same as a tax
payment to the county auditor. In any such suit in which the City is the prevailing parry, the City
shall also be entitled to recover its costs, expenses and reasonable attorney fees.
Section 3.13. Review of Taxes. (a) The Developer agrees that prior to the Termination
Date it will not cause a reduction in the real property taxes paid in respect of the Development
Property through: (i) willful destruction of the Development Property or any part thereof, or
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(ii) willful refusal to reconstruct damaged or destroyed property. The Developer also agrees that
it will not, prior to the Termination Date, apply for an exemption from or a deferral of property tax
on the Development Property pursuant to any law, or transfer or permit transfer of the
Development Property to any entity whose ownership or operation of the property would result in
the Development Property being exempt from real property taxes under State law.
(b) The Developer shall notify the City within 10 days of filing any petition to seek
reduction in market value or property taxes on any portion of the Development Property under any
State law (referred to as a "Tax Appeal"). If as of any Payment Date, any Tax Appeal is then
pending, the City will continue to make payments on the TIF Note but only to the extent that the
Available Tax Increment relates to property taxes paid with respect to the market value of the
Development Property not being challenged as part of the Tax Appeal as determined by the City
in its sole discretion and the City will withhold the Available Tax Increment related to property
taxes paid with respect to the market value of the Development Property being challenged as part
of the Tax Appeal as determined by the City in its sole discretion. The City will apply any withheld
amount to the extent not reduced as a result of the Tax Appeal promptly after the Tax Appeal is
fully resolved and the amount of Available Tax Increment, as applicable, attributable to the
disputed tax payments is finalized.
(c) From January 2, 2025 to the Termination Date, the Developer agrees it will not seek
reduction in the assessed market value of the Development Property for property tax purposes
below $6,363,000.
Section 3.14. Rental License. The Developer shall obtain a rental license from the City
for the Project prior to occupancy. The Developer shall renew and maintain its rental license for
the Project with the City each year in accordance with the City Code and City ordinances, and City
requirements and procedures.
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ARTICLE IV
EVENTS OF DEFAULT
Section 4.1. Events of Default Defined. 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 any one or more of the following events:
(1) Failure by the Developer to timely pay any ad valorem real property taxes assessed
with respect to the Development Property.
(2) Subject to Unavoidable Delays, failure by the Developer to commence
construction of the Project by June 30, 2023, and to proceed with due diligence to substantially
complete the construction of the Project pursuant to the terms, conditions and limitations of this
Agreement and obtain a certificate of occupancy from the City by December 31, 2024.
(3) Failure of the Developer to observe or perform any other material covenant,
condition, obligation or agreement on its part to be observed or performed under the Declaration
or this Agreement, including, without limitation, compliance with the requirements set forth in
Section 3.3 hereof and the construction of the Project in accordance with Sections 3.6 and 3.7
hereof.
(4) If, prior to the Completion Date, the Developer shall
(a) file any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under the United
States Bankruptcy Act of 1978, as amended or under any similar federal or state law; or
(b) be adjudicated a bankrupt or insolvent; or if a petition or answer proposing
the adjudication of the Developer, as a bankrupt or its reorganization under any present or
future federal bankruptcy act or any similar federal or state law shall be filed in any court
and such petition or answer shall not be discharged or denied within 90 days after the filing
thereof, or a receiver, trustee or liquidator of the Developer, or of the Project, or part
thereof, shall be appointed in any proceeding brought against the Developer, and shall not
be discharged within 90 days after such appointment, or if the Developer, shall consent to
or acquiesce in such appointment.
(5) The Developer fails to maintain a rental license with the City for the Project in
accordance with Section 3.14 hereof.
Section 4.2. Remedies on Default. Whenever any Event of Default referred to in Section
4.1 occurs and is continuing, the City, as specified below, may take any one or more of the
following actions after the giving of 30 days' written notice to the Developer, but only if the Event
of Default has not been cured within said 30 days; provided that if such Event of Default cannot
be reasonably cured within the 30 day period, and the Developer has provided assurances
reasonably satisfactory to the City that it is proceeding with due diligence to cure such default,
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such 30 day cure period shall be extended for a period deemed reasonably necessary by the City
to effect the cure, but in any event not to exceed 180 days:
(1) The City may suspend its performance under this Agreement and the TIF Note
until it receives assurances from the Developer, deemed reasonably adequate by the City, that the
Developer will cure its default and continue its performance under this Agreement. Interest on
the TIF Note shall not accrue during the period of any suspension of payment.
(2) The City may terminate this Agreement and/or cancel the TIF Note.
(3) The City may take any action, including legal or administrative action, in law or
equity, which may appear necessary or desirable to enforce performance and observance of any
obligation, agreement, or covenant of the Developer under this Agreement.
Section 4.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the
City 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.
Section 4.4. No Implied Waiver. In the event any agreement contained in this
Agreement should be breached by any party and thereafter waived by any other 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.
Section 4.5. Indemnification of City.
(1) The Developer releases from and covenants and agrees that the City, and its
governing bodies' members, officers, agents, including the independent contractors, consultants
and legal counsel, servants and employees thereof (for purposes of this Section, collectively the
"Indemnified Parties") shall not be liable for and agrees to indemnify and hold harmless the
Indemnified Parties against any damage to property or any injury to or death of any person
occurring at or about or resulting from any defect in the Project, or any other loss, cost expense,
or penalty, except to the extent caused by any willful misrepresentation or any willful or wanton
misconduct of the Indemnified Parties.
(2) Except for any willful misrepresentation or any willful or wanton misconduct of
the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now
and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action
or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising
from the actions or inactions of the Developer (or if 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; including, without
limitation, any pecuniary loss or penalty (including interest thereon at the rate of 4.00% per annum
from the date any loss is incurred or penalty is paid by the City) as a result of the Project failing
to cause the TIF District to qualify as a "housing district" under Section 469.174, Subdivision 11,
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of the Act, or to violate limitations as to the use of Tax Increments as set forth in Section 469.176,
subd. 4d.
(3) All covenants, stipulations, promises, agreements and obligations of the City
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
obligations of the City and not of any governing body member, officer, agent, servant or employee
of the City, as the case may be.
Section 4.6. Reimbursement of Attorneys' Fees. If the Developer shall default under
any of the provisions of this Agreement, and the City shall employ attorneys or incur other
reasonable expenses for the collection of payments due hereunder, or for the enforcement of
performance or observance of any obligation or agreement on the part of the Developer contained
in this Agreement, the Developer will within 30 days reimburse the City for the reasonable fees of
such attorneys and such other reasonable expenses so incurred.
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ARTICLE V
ADDITIONAL PROVISIONS
Section 5.1. Restrictions on Use. The Developer agrees for itself, its successors and
assigns and every successor in interest to the Development Property, or any part thereof, that the
Developer and such successors and assigns shall operate, or cause to be operated, the Project as an
affordable rental housing development in accordance with this Agreement and the Declaration
until the Termination Date.
Section 5.2. Reports. The Developer shall provide the City reports in a timely manner
with such information about the Project as the City may reasonably request for purposes of
satisfying any reporting requirements imposed by law on the City.
Section 5.3. Limitations on Transfer and Assignment.
(1) Except as provided in Section 5.3(5), the Developer will not sell, assign, convey,
lease or transfer in any other mode or manner (collectively, "Transfer") this Agreement, the TIF
Note, or the Development Property or the Project, or any interest therein, without the express
written approval of the City and approval by the City Council, which consent will not be
unreasonably withheld, conditioned or delayed. The City shall, within 30 days after such a written
request for approval of a Transfer, deliver a written statement to the Developer indicating whether
the Transfer is approved or specifying the additional conditions to be satisfied in accordance with
Section 5.3(2). The provisions of this Section 5.3 apply to all subsequent Transfers by authorized
transferees;
(2) The TIF Note shall not be Transferred to any party who is not the Developer or
subsequent owner of the Development Property; provided that with the written consent of the
City and approval by the City Council and subject to Clauses (3)(c) through (f) and (4) below, the
TIF Note may be transferred to the holder of a mortgage or other security agreement or instrument
securing the owner's financing with respect to the Development Property.
(3) The City shall be entitled to require, as conditions to any approval of any Transfer
of this Agreement, the Development Property, the Project, or applicable portion thereof, or the
TIF Note in connection therewith, that:
(a) Any proposed transferee shall have the qualifications and financial
responsibility, as determined by the City, necessary and adequate to fulfill the obligations
undertaken in this Agreement by the Developer;
(b) Any proposed transferee, by instrument in writing satisfactory to the City
shall, for itself and its successors and assigns, and expressly for the benefit of the City have
expressly assumed any of the remaining obligations of the Developer under this Agreement
and agreed to be subject to all the conditions and restrictions to which the Developer is
subj ect;
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(c) There shall be submitted to the City for review all instruments and other legal
documents involved in effecting transfer, and if approved by City, its approval shall be
indicated to the Developer in writing;
(d) Any proposed transferee of the TIF Note shall (i) execute and deliver to the
City the Acknowledgment Regarding TIF Note in the form included in Exhibit B to the TIF
Note and (ii) surrender the TIF Note to the City either in exchange for a new fully registered
note or for transfer of the TIF Note on the registration records for the TIF Note maintained
by the City;
(e) The Developer and its transferees shall comply with such other conditions as
the City may reasonably require in order to achieve and safeguard the purposes of the Act,
the TIF Act and this Agreement; and
(f) In the absence of a specific written agreement by the City to the contrary, no
such transfer or approval by the City thereof shall be deemed to relieve the Developer or
any other party bound in any way by this Agreement or otherwise with respect to the
construction of the Project, from any of its obligations with respect thereto.
(4) The Developer agrees to pay all reasonable legal fees and expenses of the City,
including fees of the City Attorney's office and outside counsel retained by the City to review the
documents submitted to the City in connection with any Transfer.
(5) Nothing contained in this Section shall prohibit the Developer from (i) entering
into leases with tenants in the ordinary course of business, (ii) entering into easements or other
agreements necessary for the operation of the Project, (iii) admitting or removing members in
accordance with the Articles of Organization and the Operating Agreement of the Developer, as
applicable.
(6) The financial assistance to the Developer under this Agreement is based on certain
financial assumptions associated with the Project and is not intended to enrich the Developer with
public funds upon a sale of the Project to an unrelated parry. If the Developer Transfers all or any
portion of the Development Property, except as provided in Section 5.3(4) or to an Affiliate of the
Developer:
(a) Upon an initial sale of the Project in an arms' length transaction on or before
the 2nd anniversary date of the issuance of the Certificate of Completion (a "Trigger Sale"),
the TIF Note will be reduced as set forth in this Section 5.3(6) based on a calculation of the
Net Sale Proceeds (as hereinafter defined) arising out of the Trigger Sale and the Developer
shall deliver the existing TIF Note to be exchanged for a replacement TIF Note in the revised
amount. The then outstanding principal amount of the Note shall be reduced by an amount
equal to the lesser of (i) the outstanding principal balance of the TIF Note on the date of the
Trigger Sale; or (ii) 50% of the Net Sale Proceeds. If 50% of the Net Sale Proceeds is greater
than the then outstanding principal balance of the TIF Note, the TIF Note shall be deemed
paid in full.
(b) For purposes of this Agreement, "Net Sale Proceeds" means an amount equal
to the gross sale price for the Project paid at the Trigger Sale, less (i) customary and ordinary
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costs of sales and marketing (including without limitation, real estate commissions, cost of
marketing, costs of brochures, advertising and the salaries and commissions of third parties
employed by the Developer to market and sell, abstracting fees, state deed taxes, recording
costs, legal fees, closing costs and all other costs and expenses associated with a Trigger
Sale) as evidenced by a settlement statement, (ii) the payment in full of any loan(s) for the
purposes described in Section 3.10 for the Project as evidenced by a settlement statement,
(iii) the initial equity of the Developer (in an amount equal to the lesser of the amount set
forth on the Loan Closing Statement or $2,490,974), (iv) the initial land equity value (in the
amount of $400,000).
Section 5.4. Conflicts of Interest. No member of the governing body or other official of
the City shall have any financial interest, direct or indirect, in this Agreement, the Development
Property or the Project, or any contract, agreement or other transaction contemplated to occur or
be undertaken thereunder or with respect thereto, nor shall any such member of the governing body
or other official 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 or employee of the City shall be personally
liable to the City in the event of any default or breach by the Developer or successor or on any
obligations under the terms of this Agreement.
Section 5.5. 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.
Section 5.6. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication under this Agreement by any party to any
other shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally, and
(a) in the case of the Developer is addressed to or delivered personally to:
Jackson Street Apartments, LLC
P.O. Box 719
Big Lake, Minnesota 55309
Attn: Client Relations
(b) in the case of the City is addressed to or delivered personally to the City at:
13065 Orono Parkway
Elk River, Minnesota 55330
Attn: City Administrator
or at such other address with respect to any such parry as that parry may, from time to time,
designate in writing and forward to the other, as provided in this Section.
Section 5.7. No Additional Waiver Implied by One Waiver. If any agreement contained
in this Agreement should be breached by either party and thereafter waived by the other party,
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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.
Section 5.8. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 5.9. Law Governing. This Agreement will be governed and construed in
accordance with the laws of the State.
Section 5.10. Term, Termination. Except as provided in the Declaration, and unless this
Agreement is terminated earlier in accordance with its terms, this Agreement shall terminate on
the Final Payment Date.
Section 5.11. Provisions Surviving Rescission, Expiration or Termination. Sections 4.5
and 4.6 shall survive any rescission, termination or expiration of this Agreement with respect to or
arising out of any event, occurrence or circumstance existing prior to the date thereof.
Section 5.12. Superseding Effect. This Agreement reflects the entire agreement of the
parties with respect to the development of the Development Property, and supersedes in all respects
all prior agreements of the parties, whether written or otherwise, with respect to the development
of the Development Property.
Section 5.13. Relationship of Parties. Nothing in this Agreement is intended, or shall be
construed, to create a partnership or joint venture among or between the parties hereto, and the
rights and remedies of the parties hereto shall be strictly as set forth in this Agreement. All
covenants, stipulations, promises, agreements and obligations of the City contained herein shall be
deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not
of any governing body member, officer, agent, servant or employee of the City.
Section 5.14. Venue. All matters, whether sounding in tort or in contract, relating to the
validity, construction, performance, or enforcement of this Agreement shall be controlled by and
determined in accordance with the laws of the State of Minnesota, and the Developer agrees that
all legal actions initiated by the Developer or City with respect to or arising from any provision
contained in this Agreement shall be initiated, filed and venued exclusively in the State of
Minnesota, Sherburne County, District Court and shall not be removed therefrom to any other
federal or state court.
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EL185-70-769416.d7
IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its
name and on its behalf, and the Developer has caused this Agreement to be duly executed in its
name and on its behalf, on or as of the date first above written.
CITY OF ELK RIVER, MINNESOTA
By
Its Mayor
Its City Clerk
This is a signature page to the TIF Development Assistance Agreement.
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EL185-70-769416.d7
JACKSON STREET APARTMENTS, LLC
By:
Name:
Its:
This is a signature page to the TIF Development Assistance Agreement.
S-2
EL185-70-769416.d7
EXHIBIT A
DESCRIPTION OF TIF DISTRICT
Parcel ID 475-134-2305
The area encompassed by the TIF District shall also include all street or utility right-of-ways
located upon or adjacent to the property described above.
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EXHIBIT B
LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY
[INSERT FINAL PLATTED LEGAL DESCRIPTION]
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EXHIBIT C
PUBLIC DEVELOPMENT COSTS
Complete site excavating for Jackson Street Apartments Phase 2 to include the following items
-Obtain and manage SWPPP
-Install perimeter erosion control and rock entrance
-Clear and Grub trees and brush
-Strip and salvage Black Dirt for respread
-Remove all unsuitable soils within Building and Parking lot per soil borings
-Import and place clean sand to replace unsuitable soils
-Subgrade site per plan
-Dig and Backfill footings
-Install drain tile around elevator pit and daylight into pond
-Install Sewer and Water per plan with dewatering
-Install Storm Sewer per plan (PVC pipe figured where storm crosses water)
-Install 4" Radon Rock after plumbing underground
-Import, Place and Tolerance Class 5 for pavement
-Final Grade all green spaces
- Infiltration Pond Work
- Dewatering site
- Civil & Geo Engineering
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No. R-I
EXHIBIT D
FORM OF TAXABLE TIF NOTE
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF SHERBURNE
CITY OF ELK RIVER
TAXABLE TAX INCREMENT REVENUE NOTE
(JACKSON HILLS PHASE II PROJECT)
5202
The City of Elk River, Minnesota (the "City"), hereby acknowledges itself to be indebted
and, for value received, hereby promises to pay the amounts hereinafter described (the "Payment
Amounts") to Jackson Street Apartments, LLC, a Minnesota limited liability company or its
registered assigns (the "Registered Owner"), the principal amount of and
00/100 Dollars ($), but only in the manner, at the times, from the sources of revenue, and
to the extent hereinafter provided.
This Note is issued pursuant to that certain TIF Development Assistance Agreement, dated
as of , 2022, as the same may be mutually amended from time to time (the
"Development Agreement"), by and between the City and Jackson Street Apartments, LLC (the
"Developer"). Unless otherwise defined herein or unless context requires otherwise, undefined
terms used herein shall have the meanings set forth in the Development Agreement.
The outstanding and unpaid principal amount of this Note shall bear simple, non -
compounding interest at the rate of 4.0% per annum; provided that no interest shall accrue on this
Note during any period that an Event of Default has occurred, and such Event of Default is
continuing, under the Development Agreement and City has exercised its remedy under the
Development Agreement to suspend payment on the Note. Interest shall be computed on the basis
of a 360-day year of twelve 30-day months.
The amounts due under this Note shall be payable on August 1, 2026 and on each February
1 and August 1 thereafter to and including the earlier of (i) the date on which the entire principal
and accrued interest on this Note has been paid in full, or (ii) February 1, 2041, or (iii) any earlier
date the Development Agreement or this Note is cancelled in accordance with the terms of the
Development Agreement or deemed paid in full, or (iv) the February 1 following termination of
TIF District in accordance with the TIF Act (the "Final Payment Date") or, if the first should not
be a Business Day (as defined in the Development Agreement) the next succeeding Business Day
(collectively, the "Payment Dates"). On each Payment Date, the City shall pay by check or draft
mailed to the person that was the Registered Owner of this Note at the close of the last business
day preceding such Payment Date an amount equal to 90% of the Available Tax Increments (as
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EL185-70-769416.d7
defined in the Development Agreement) received by the City during the six month period
preceding such Payment Date ("Pledged Tax Increments"). "Tax Increments" are the tax
increments derived from the property which is located within the TIF District which are paid to
the City and which the City is entitled to retain pursuant to the provisions of and as defined in
Minnesota Statutes, Sections 469.174 through 469.1794, as the same may be amended or
supplemented from time to time (the "TIF Act") including, without limitation, Minnesota Statutes,
Section 469.177, as amended. The Payment Amounts due hereon shall be payable solely from the
Pledged Tax Increments. All payments made by the City under this Note shall first be applied to
accrued interest and then to principal. If Pledged Tax Increments are insufficient to pay any
accrued interest due, such unpaid interest shall be carried forward without interest.
This Note shall terminate and be of no further force and effect following the Final Payment
Date defined above, or any date upon which the City shall have terminated the Development
Agreement under Section 4.2 thereof or on the date that all principal and interest payable hereunder
shall have been or deemed paid in full, whichever occurs earliest. This Note may be prepaid in
whole or in part at any time without penalty.
The City makes no representation or covenant, express or implied, that the Pledged Tax
Increments will be sufficient to pay, in whole or in part, the amounts which are or may become
due and payable hereunder. There are risk factors in the amount of Tax Increments that may
actually be received by the City and some of those factors are listed on the attached Exhibit 1. The
Registered Owner acknowledges these risk factors and understands and agrees that payments by
the City under this Note are subject to these and other factors.
The City's payment obligations hereunder shall be further subject to the conditions that (i)
no Event of Default under Section 4.1 of the Development Agreement shall have occurred and be
continuing at the time payment is otherwise due hereunder, including without limitation failure to
deliver the Compliance Certificate in accordance with Section 3.3 of the Development Agreement
and the Declaration (as defined therein), and (ii) the Development Agreement shall not have been
terminated pursuant to Section 4.2, and (C) all conditions set forth in Section 3.2(2) of the
Development Agreement have been satisfied as of such date. Any such suspended and unpaid
amounts shall become payable, without interest accruing thereon in the meantime, if this Note has
not been terminated in accordance with Section 4.2 of the Development Agreement and said Event
of Default shall thereafter have been cured in accordance with Section 4.2. If pursuant to the
occurrence of an Event of Default under the Development Agreement the City elects, in
accordance with the Development Agreement to cancel and rescind the Development Agreement
and/or this Note, the City shall have no further debt or obligation under this Note whatsoever.
Reference is hereby made to all of the provisions of the Development Agreement, for a fuller
statement of the rights and obligations of the City to pay the principal of this Note and the interest
thereon, and said provisions are hereby incorporated into this Note as though set out in full herein.
THIS NOTE IS A SPECIAL, LIMITED REVENUE OBLIGATION AND NOT A
GENERAL OBLIGATION OF THE CITY AND IS PAYABLE BY THE CITY ONLY
FROM THE SOURCES AND SUBJECT TO THE QUALIFICATIONS STATED OR
REFERENCED HEREIN. THIS NOTE IS NOT A GENERAL OBLIGATION OF THE
CITY, AND THE FULL FAITH AND CREDIT AND TAXING POWERS OF THE CITY
ARE NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON
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EL185-70-769416.d7
THIS NOTE AND NO PROPERTY OR OTHER ASSET OF THE CITY, SAVE AND
EXCEPT THE ABOVE -REFERENCED PLEDGED TAX INCREMENTS, IS OR SHALL
BE A SOURCE OF PAYMENT OF THE CITY'S OBLIGATIONS HEREUNDER.
The Registered Owner shall never have or be deemed to have the right to compel any
exercise of any taxing power of the City or of any other public body, and neither the City nor any
person executing or registering this Note shall be liable personally hereon by reason of the issuance
or registration thereof or otherwise.
This Note is issued by the City in aid of financing a project pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota, including the TIF Act.
This Note may be assigned only as provided in Section 5.3 of the Development Agreement
and subject to delivering to the City the Acknowledgment and Receipt of Note in the form included
in Exhibit 2. Additionally, in order to assign the Note, the assignee shall surrender the same to
the City either in exchange for a new fully registered note or for transfer of this Note on the
registration records maintained by the City for the Note. Each permitted assignee shall take this
Note subject to the foregoing conditions and subject to all provisions stated or referenced herein.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required
by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be
performed precedent to and in the issuance of this Note have been done, have happened, and have
been performed in regular and due form, time, and manner as required by law; and that this Note,
together with all other indebtedness of the City outstanding on the date hereof and on the date of
its actual issuance and delivery, does not cause the indebtedness of the City to exceed any
constitutional or statutory limitation thereon.
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EL185-70-769416.d7
IN WITNESS WHEREOF, the City of Elk River, Minnesota, by its City Council, has
caused this Note to be executed by the manual signatures of its Mayor and City Clerk and has
caused this Note to be issued on and dated as of the date first written above.
CITY OF ELK RIVER, MINNESOTA
By
Its Mayor
By
Its City Clerk
Signature Page for Tax Increment Revenue Note (Jackson Street Apartments, LLC)
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EL185-70-769416.d7
CERTIFICATION OF REGISTRATION
It is hereby certified that the foregoing Note, as originally issued on the date first written above,
was on said date registered in the name of Jackson Street Apartments, LLC, a Minnesota limited
liability company, and that, at the request of the Registered Owner of this Note, the undersigned
has this day registered the Note in the name of such Registered Owner, as indicated in the
registration blank below, on the books kept by the undersigned for such purposes.
NAME AND ADDRESS OF DATE OF SIGNATURE OF
REGISTERED OWNER REGISTRATION CITY CLERK
Jackson Street Apartments, LLC
633 Upland Ave NW
Elk River, MN 55330
, 20
, 20
, 20
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EL185-70-769416.d7
Exhibit I
to Taxable TIF Note
RISK FACTORS
Risk factors on the amount of Tax Increments that may actually be received by the City
include but are not limited to the following:
1. Value of Project. If the contemplated Project (as defined in the Development
Agreement) constructed in the tax increment financing district is completed at a lesser level of
value than originally contemplated, they will generate fewer taxes and fewer tax increments than
originally contemplated.
2. Damage or Destruction. If the Project is damaged or destroyed after completion,
their value will be reduced, and taxes and tax increments will be reduced. Repair, restoration or
replacement of the Project may not occur, may occur after only a substantial time delay, or may
involve property with a lower value than the Project, all of which would reduce taxes and tax
increments.
3. Change in Use to Tax -Exempt. The Project could be acquired by a party that
devotes them to a use which causes the property to be exempt from real property taxation. Taxes
and tax increments would then cease.
4. Depreciation. The Project could decline in value due to changes in the market for
such property or due to the decline in the physical condition of the property. Lower market
valuation will lead to lower taxes and lower tax increments.
5. Non-payment of Taxes. If the property owner does not pay property taxes, either
in whole or in part, the lack of taxes received will cause a lack of tax increments. The Minnesota
system of collecting delinquent property taxes is a lengthy one that could result in substantial
delays in the receipt of taxes and tax increments, and there is no assurance that the full amount of
delinquent taxes would be collected. Amounts distributed to taxing jurisdictions upon a sale
following a tax forfeiture of the property are not tax increments.
6. Reductions in Taxes Levied. If property taxes are reduced due to decreased
municipal levies, taxes and tax increments will be reduced. Reasons for such reduction could
include lower local expenditures or changes in state aids to municipalities. For instance, in 2001
the Minnesota Legislature enacted an education funding reform that involved the state increasing
school aid in lieu of the local general education levy (a component of school district tax levies).
7. Reductions in Tax Capaci . Rates. The taxable value of real property is determined
by multiplying the market value of the property by a tax capacity rate. Tax capacity rates vary by
certain categories of property; for example, the tax capacity rates for residential homesteads are
currently less than the tax capacity rates for commercial and industrial property. In 2001 the
Minnesota Legislature enacted property tax reform that lowered various tax capacity rates to
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EL185-70-769416.d7
"compress" the difference between the tax capacity rates applicable to residential homestead
properties and commercial and industrial properties.
8. Changes to Local Tax Rate. The local tax rate to be applied in the tax increment
financing district is the lower of the current local tax rate or the original local tax rate for the tax
increment financing district. In the event that the Current Local Tax Rate is higher than the Original
Local Tax Rate, then the "excess" or difference that comes about after applying the lower Original
Local Tax Rate instead of the Current Local Tax Rate is considered "excess" tax increment and is
distributed by Sherburne County to the other taxing jurisdictions and such amount is not available
to the City as tax increment.
9. Legislation. The Minnesota Legislature has frequently modified laws affecting real
property taxes, particularly as they relate to tax capacity rates and the overall level of taxes as
affected by state aid to municipalities.
10. Affordable Housing Declaration. The TIF District will cease to qualify as a housing
tax increment financing district and the TIF Note will terminate if the Project ceases to be operated
in accordance with the Declaration required by and defined in the Development Agreement defined
in the attached Note.
IOWA
EL185-70-769416.d7
Exhibit 2
to Taxable TIF Note
ACKNOWLEDGMENT AND RECEIPT FOR NOTE
The undersigned,
acknowledges that:
a ("Note Holder"), hereby certifies and
A. On the date hereof the Note Holder has [acquired from]/[made a loan (the "Loan")
[to/for the benefit] of] Jackson Street Apartments, LLC (the "Developer") [secured in part by] the
Taxable Tax Increment Revenue Note (Jackson Hills Phase 11 Housing Project), a pay-as-you-go
tax increment revenue note in the original principal amount of $968,000 dated , 20
of the City of Elk River, Minnesota (the "City"), a copy of which is attached hereto ("Note").
B. The Note Holder has had the opportunity to ask questions of and receive from the
Developer all information and documents concerning the Note as it requested, and has had access
to any additional information the Note Holder thought necessary to verify the accuracy of the
information received. In determining to [acquire the Note]/[make the Loan], the Note Holder has
made its own determinations and has not relied on the City or information provided by the City.
C. The Note Holder represents and warrants that:
1. The Note Holder is acquiring [the Note]/[an interest in the Note as collateral
for the Loan] for investment and for its own account, and without any view to resale or
other distribution.
2. The Note Holder has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of acquiring [the
Note]/[an interest in the Note as collateral for the Loan].
3. The Note Holder understands that the Note is a security which has not been
registered under the Securities Act of 1933, as amended, or any state securities law, and
must be held until its sale is registered or an exemption from registration becomes
available.
4. The Note Holder is aware of the limited payment source for the Note and
interest thereon and risks associated with the sufficiency of that limited payment source.
5. The Note Holder is [a bank or other financial institution] / [the owner of the
property from which the tax increments which are pledged to the Note are generated].
D. The Note Holder understands that the Note is payable solely from certain tax
increments derived from certain properties located in a tax increment financing district, if and as
received by the City. The Note Holder acknowledges that the City has made no representation or
covenant, express or implied, that the revenues pledged to pay the Note will be sufficient to pay,
in whole or in part, the principal and interest due on the Note. Any amounts which have not been
paid on the Note on or before the final maturity date of the Note shall no longer be payable, as if
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EL185-70-769416.d7
the Note had ceased to be an obligation of the City. The Note Holder understands that the Note
will never represent or constitute a general obligation, debt or bonded indebtedness of the City,
the State of Minnesota, or any political subdivision thereof and that no right will exist to have taxes
levied by the City, the State of Minnesota or any political subdivision thereof for the payment of
principal and interest on the Note.
E. The Note Holder understands that the Note is payable solely from certain tax
increments, which are taxes received on improvements made to certain property (the "Project") in
a tax increment financing district from the increased taxable value of the property over its base
value at the time that the tax increment financing district was created, which base value is called
"original net tax capacity". There are risk factors in relying on tax increments to be received,
which include, but are not limited to, the following:
I . Value of Project. If the contemplated Project constructed in the tax
increment financing district are completed at a lesser level of value than originally
contemplated, they will generate fewer taxes and fewer tax increments than originally
contemplated.
2. Damage or Destruction. If the Project is damaged or destroyed after
completion, their value will be reduced, and taxes and tax increments will be reduced.
Repair, restoration or replacement of the Project may not occur, may occur after only a
substantial time delay, or may involve property with a lower value than the Project, all of
which would reduce taxes and tax increments.
3. Change in Use to Tax -Exempt. The Project could be acquired by a party
that devotes them to a use which causes the property to be exempt from real property
taxation. Taxes and tax increments would then cease.
4. Depreciation. The Project could decline in value due to changes in the
market for such property or due to the decline in the physical condition of the property.
Lower market valuation will lead to lower taxes and lower tax increments.
5. Non-payment of Taxes. If the property owner does not pay property taxes,
either in whole or in part, the lack of taxes received will cause a lack of tax increments.
The Minnesota system of collecting delinquent property taxes is a lengthy one that could
result in substantial delays in the receipt of taxes and tax increments, and there is no
assurance that the full amount of delinquent taxes would be collected. Amounts distributed
to taxing jurisdictions upon a sale following a tax forfeiture of the property are not tax
increments.
6. Reductions in Taxes Levied. If property taxes are reduced due to decreased
municipal levies, taxes and tax increments will be reduced. Reasons for such reduction
could include lower local expenditures or changes in state aids to municipalities. For
instance, in 2001 the Minnesota Legislature enacted an education funding reform that
involved the state increasing school aid in lieu of the local general education levy (a
component of school district tax levies).
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EL185-70-769416.d7
7. Reductions in Tax Capacity Rates. The taxable value of real property is
determined by multiplying the market value of the property by a tax capacity rate. Tax
capacity rates vary by certain categories of property; for example, the tax capacity rates for
residential homesteads are currently less than the tax capacity rates for commercial and
industrial property. In 2001 the Minnesota Legislature enacted property tax reform that
lowered various tax capacity rates to "compress" the difference between the tax capacity
rates applicable to residential homestead properties and commercial and industrial
properties.
8. Changes to Local Tax Rate. The local tax rate to be applied in the tax
increment financing district is the lower of the current local tax rate or the original local
tax rate for the tax increment financing district. In the event that the Current Local Tax
Rate is higher than the Original Local Tax Rate, then the "excess" or difference that comes
about after applying the lower Original Local Tax Rate instead of the Current Local Tax
Rate is considered "excess" tax increment and is distributed by Sherburne County to the
other taxing jurisdictions and such amount is not available to the City as tax increment.
9. Legislation. The Minnesota Legislature has frequently modified laws
affecting real property taxes, particularly as they relate to tax capacity rates and the overall
level of taxes as affected by state aid to municipalities.
10. Affordable Housing Declaration. The TIF District will cease to qualify as
a housing tax increment financing district and the TIF Note will terminate if the Project
ceases to be operated in accordance with the Declaration required by and defined in the
Development Agreement defined below.
F. The Note Holder acknowledges that the Note was issued as part of a TIF
Development Assistance Agreement between the City and the Developer dated ,
2022 ("Development Agreement"), and that the City has the right to suspend payments under this
Note and/or terminate the Note upon an Event of Default under the Development Agreement.
G. The Note Holder acknowledges that the City makes no representation about the tax
treatment of, or tax consequences from, the Note Holder's acquisition of [the Note]/[an interest in
the Note as collateral for the Loan].
WITNESS our hand this day of , 20
Note Holder:
By
Name:
Its
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EL185-70-769416.d7
EXHIBIT E
CERTIFICATE OF COMPLETION OF PROJECT
20
WHEREAS, the CITY OF ELK RIVER, MINNESOTA, a municipal corporation under
the Constitution and laws of the State of Minnesota (the "City"), and JACKSON STREET
APARTMENTS, LLC, a Minnesota limited liability company (the "Developer") have entered into
a TIF Development Assistance Agreement (the "TIF Development Agreement"), dated
2022; and
WHEREAS, the TIF Development Agreement requires the Developer to construct a
Project (as that term is defined in the TIF Development Agreement);
WHEREAS, the Developer has constructed the Project in a manner deemed sufficient by
the City to permit the execution of this certification in accordance with Section 3.8 of the TIF
Development Agreement;
NOW, THEREFORE, this is to certify that the Developer has constructed the Project in
accordance with the TIF Development Agreement. The remaining covenants of the Developer
under the TIF Development Agreement are not intended to run with title to the Development
Property or bind successors in title to the Development Property.
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EL185-70-769416.d7
The City has, as of the date and year first above written, set its hand hereon.
CITY OF ELK RIVER, MINNESOTA
Its City Clerk
STATE OF MINNESOTA )
) ss
COUNTY OF SHERBURNE)
The foregoing instrument was acknowledged before me this day of ,
20, by , the City Clerk of the City of Elk River, Minnesota, a municipal
corporation and politic subdivision organized and existing under the Constitution and laws of the
State of Minnesota, on behalf of said City.
Notary Public
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EXHIBIT F
DECLARATION OF RESTRICTIVE COVENANTS
THIS DECLARATION OF RESTRICTIVE COVENANTS, dated ,
2022 (the "Declaration"), by JACKSON STREET APARTMENTS, LLC, a Minnesota limited
liability company (the "Developer"), is given for the benefit of the CITY OF ELK RIVER,
MINNESOTA, a municipal corporation and political subdivision organized and existing under the
Constitution and laws of the State of Minnesota (the "City").
RECITALS
WHEREAS, the City and the Developer entered into that certain TIF Development Assistance
Agreement, dated , 2022, (the "Contract"); and
WHEREAS, pursuant to the Contract, the Developer is obligated to cause construction of 44
units of multifamily rental housing (the "Project") on the property described in EXHIBIT A hereto
(the "Property"), and to cause compliance with certain affordability covenants described in Section
3.3 of the Contract; and
WHEREAS, Section 3.3 of the Contract requires that the Developer cause to be executed an
instrument in recordable form substantially reflecting the covenants set forth in Section 3.3 of the
Contract; and
WHEREAS, the Developer intends, declares, and covenants that the restrictive covenants set
forth herein will be and are covenants running with the Property for the term described herein and
binding upon all subsequent owners of the Property for the term described herein, and are not merely
personal covenants of the Developer; and
WHEREAS, capitalized terms in this Declaration have the meaning provided in the Contract
unless otherwise defined herein.
NOW, THEREFORE, in consideration of the promises and covenants hereinafter set forth,
and of other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Developer agrees as follows:
Term of Restrictions.
(a) Occupancy and Rental Restrictions. The term of the Occupancy Restrictions set forth
in Section 3 of this Declaration will commence on the date a certificate of occupancy is received from
the City for all rental units on the Property and continue through the Termination Date defined below
(the "Qualified Project Period").
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EL185-70-769416.d7
(b) Termination of Declaration. This Declaration will terminate on the earlier of
December 31, 2040 or the date on which the TIF District is terminated in accordance with the TIF
Act (the "Termination Date").
(c) Removal from Real Estate Records. After the Termination Date of this Declaration,
the City will, upon request by the Developer or its assigns, file any document appropriate to remove
this Declaration from the real estate records of Sherburne County, Minnesota.
2. Project Restrictions.
(a) the Developer represents, warrants, and covenants that:
(i) All leases of units to Qualifying Tenants (as defined in Section 3(a)(i) hereof)
will contain clauses, among others, wherein each individual lessee:
(1) Certifies the accuracy of the statements made in its application and
Eligibility Certification (as defined in Section 3(a)(ii) hereof); and
(2) Agrees that the family income at the time the lease is executed will be
deemed substantial and material obligation of the lessee's tenancy; that the lessee will
comply promptly with all requests for income and other information relevant to
determining low or moderate income status from the Developer or the City, and that
the lessee's failure or refusal to comply with a request for information with respect
thereto will be deemed a violation of a substantial obligation of the lessee's tenancy.
(ii) the Developer will permit any duly authorized representative of the City to
inspect the books and records of the Developer pertaining to the income of Qualifying Tenants
residing in the Project.
Occupancy Restrictions. The Developer represents, warrants, and covenants that:
(a) Qualifying ing Tenants. Throughout the Qualified Project Period, at least 20%
(approximately 9) of the Rental Housing Units will be occupied (or treated as occupied as provided
herein) or held vacant and available for occupancy by Qualifying Tenants. Qualifying Tenants means
those persons and families who are determined from time to time by the Developer to have combined
adjusted income that does not exceed 50% of the Minneapolis -St. Paul metropolitan statistical area
(the "Metro Area") median income for the applicable calendar year. For purposes of this definition,
the occupants of a residential unit will not be deemed to be Qualifying Tenants if all the occupants of
such residential unit at any time are "students," as defined in Section 152(f)(2) of the Internal Revenue
Code of 1986, as amended (the "Code"), not entitled to an exemption under the Code. The
determination of whether an individual or family is of low or moderate income will be made at the
time the tenancy commences and on an ongoing basis thereafter, determined at least annually. If
during their tenancy a Qualifying Tenant's income exceeds 140% of the maximum income qualifying
as low or moderate income for a family of its size, the next available unit (determined in accordance
with the Code and applicable regulations) (the "Next Available Unit Rule") must be leased to a
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EL185-70-769416.d7
Qualifying Tenant or held vacant and available for occupancy by a Qualifying Tenant. If the Next
Available Unit Rule is violated, the Unit will not continue to be treated as a Qualifying Unit.
(b) Certification of Tenant Eligibility. As a condition to initial and continuing occupancy,
each person who is intended to be a Qualifying Tenant will be required annually to sign and deliver
to the Developer a Certification of Tenant Eligibility substantially in the form attached as EXHIBIT
B hereto, or in any other form as may be approved by the City (the "Eligibility Certification"), in
which the prospective Qualifying Tenant certifies as to qualifying as low or moderate income. In
addition, the person will be required to provide whatever other information, documents, or
certifications are deemed necessary by the City to substantiate the Eligibility Certification, on an
ongoing annual basis, and to verify that the tenant continues to be a Qualifying Tenant within the
meaning of Section 3(a) hereof. Eligibility Certifications will be maintained on file by the Developer
with respect to each Qualifying Tenant who resides in a Project unit or resided therein during the
immediately preceding calendar year.
(c) Lease. The form of lease to be utilized by the Developer in renting any units in the
Project to any person who is intended to be a Qualifying Tenant will provide for termination of the
lease and consent by the person to immediate eviction for failure to qualify as a Qualifying Tenant as
a result of any material misrepresentation made by the person with respect to the Eligibility
Certification.
(d) Annual Report. The Developer covenants and agrees that during the term of this
Declaration, it will prepare and submit to the City on or before January 31 of each year, a certificate
substantially in the form of EXHIBIT C hereto, executed by the Developer, (a) identifying the
tenancies and the dates of occupancy (or vacancy) for all Qualifying Tenants in the Project, including
the percentage of the dwelling units of the Project which were occupied by Qualifying Tenants (or
held vacant and available for occupancy by Qualifying Tenants) at all times during the year preceding
the date of the certificate; (b) describing all transfers or other changes in ownership of the Project or
any interest therein; and (c) stating, that to the best knowledge of the person executing the certificate
after due inquiry, all the units were rented or available for rental on a continuous basis during the year
to members of the general public and that the Developer was not otherwise in default under this
Declaration during the year.
(e) Notice of Non -Compliance. The Developer will immediately notify the City if at any
time during the term of this Declaration fewer than 20% (approximately 9) of the dwelling units in
the Project are occupied or available for occupancy as required by the terms of this Declaration.
4. Transfer Restrictions. The Developer covenants and agrees that the Developer will
cause or require as a condition precedent to any conveyance, transfer, assignment, or any other
disposition of the Project prior to the termination of the Occupancy Restrictions provided herein (the
"Transfer") that the transferee of the Project pursuant to the Transfer assume in writing, in a form
acceptable to the City, all duties and obligations of the Developer under this Declaration, including
this Section 4, in the event of a subsequent Transfer by the transferee prior to expiration of the Rental
Restrictions and Occupancy Restrictions provided herein (the "Assumption Agreement"). The
Developer will deliver the Assumption Agreement to the City prior to the Transfer.
F-3
EL185-70-769416.d7
Enforcement.
(a) The Developer will permit, during normal business hours and upon reasonable notice,
any duly authorized representative of the City to inspect any books and records of the Developer
regarding the Project with respect to the incomes of Qualifying Tenants.
(b) The Developer will submit any other information, documents or certifications
requested by the City which the City deems reasonably necessary to substantial the Developer's
continuing compliance with the provisions specified in this Declaration.
(c) The Developer acknowledges that the primary purpose for requiring compliance by
the Developer with the restrictions provided in this Declaration is to ensure compliance of the property
with the housing affordability covenants set forth in Section 3.3 of the Contract, and by reason thereof,
the Developer, in consideration for assistance provided by the City under the Contract that makes
possible the construction of the Project (as defined in the Contract) on the Property, hereby agrees
and consents that the City will be entitled, for any breach of the provisions of this Declaration, and in
addition to all other remedies provided by law or in equity, to enforce specific performance by the
Developer of its obligations under this Declaration in a state court of competent jurisdiction. The
Developer hereby further specifically acknowledges that the City cannot be adequately compensated
by monetary damages in the event of any default hereunder.
(d) The Developer understands and acknowledges that, in addition to any remedy set forth
herein for failure to comply with the restrictions set forth in this Declaration, the City may exercise
any remedy available to it under Article IV of the Contract.
6. Indemnification. The Developer hereby indemnifies, and agrees to defend and hold
harmless, the City from and against all liabilities, losses, damages, costs, expenses (including
attorneys' fees and expenses), causes of action, suits, allegations, claims, demands, and judgments of
any nature arising from the consequences of a legal or administrative proceeding or action brought
against them, or any of them, on account of any failure by the Developer to comply with the terms of
this Declaration, or on account of any representation or warranty of the Developer contained herein
being untrue.
7. Agent of the City. The City will have the right to appoint an agent to carry out any of
its duties and obligations hereunder, and will inform the Developer of any agency appointment by
written notice.
8. Severability. The invalidity of any clause, part or provision of this Declaration will
not affect the validity of the remaining portions thereof.
9. Notices. All notices to be given pursuant to this Declaration must be in writing and
will be deemed given when mailed by certified or registered mail, return receipt requested, to the
parties hereto at the addresses set forth below, or to any other place as a party may from time to time
designate in writing. The Developer and the City may, by notice given hereunder, designate any
further or different addresses to which subsequent notices, certificates, or other communications are
sent. The initial addresses for notices and other communications are as follows:
F-4
EL185-70-769416.d7
To the City: City of Elk River, Minnesota
13065 Orono Parkway
Elk River, Minnesota 55330
Attn: City Administrator
To the Developer: Jackson Street Apartments, LLC
633 Upland Ave NW
Elk River, Minnesota 55330
Attn: Client Relations
10. Governing Law. This Declaration is governed by the laws of the State of Minnesota
and, where applicable, the laws of the United States of America.
11. Attorneys' Fees. In case any action at law or in equity, including an action for
declaratory relief, is brought against the Developer to enforce the provisions of this Declaration, the
Developer agrees to pay the reasonable attorneys' fees and other reasonable expenses paid or incurred
by the City in connection with the action.
12. Declaration Binding. This Declaration and the covenants contained herein will run
with the real property comprising the Project and will bind the Developer and its successors and
assigns and all subsequent owners of the Project or any interest therein, and the benefits will inure to
the City and its successors and assigns until the Termination Date of this Declaration as provided in
Section 1(b) hereof.
F-5
EL185-70-769416.d7
IN WITNESS WHEREOF, the Developer has caused this Declaration of Restrictive
Covenants to be signed by its respective duly authorized representatives, as of the day and year first
written above.
JACKSON STREET APARTMENTS, LLC
By:
Its:
STATE OF MINNESOTA )
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this , 2022, by
, the of , the general partner of
Jackson Street Apartments, LLC, a Minnesota limited liability company, on behalf of the company.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Kennedy & Graven, Chartered (GAF)
150 South Fifth Street, Suite 700
Minneapolis, MN 55402
(612) 337-9300
F-6
EL185-70-769416.d7
This Declaration is acknowledged and consented to by:
CITY OF ELK RIVER, MINNESOTA
By
Its Mayor
By
Its City Clerk
STATE OF MINNESOTA )
) SS.
COUNTY OF SHERBURNE )
The foregoing instrument was acknowledged before me this , 2022, by
the Mayor of the City of Elk River, Minnesota, a municipal
corporation and political subdivision organized and existing under the Constitution and laws of
the State of Minnesota, on behalf of the City.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF SHERBURNE)
The foregoing instrument was acknowledged before me this 2022, by
, the City Clerk of the City of Elk River, Minnesota, a municipal corporation
and political subdivision organized and existing under the Constitution and laws of the State of
Minnesota, on behalf of the City.
Notary Public
F-7
EL185-70-769416.d7
EXHIBIT A TO DECLARATION OF RESTRICTIVE COVENANTS
Legal Description
[INSERT FINAL PLATTED LEGAL DESCRIPTION]
F-8
EL185-70-769416.d7
Proj ect:
Owner:
EXHIBIT B TO DECLARATION OF RESTRICTIVE COVENANTS
Certification of Tenant Eligibility
(INCOME COMPUTATION AND CERTIFICATION)
[Address]
Unit Type: 1 BR 2 BR 3 BR
1. I/We, the undersigned, being first duly sworn, state that Uwe have read and answered
fully, frankly and personally each of the following questions for all persons (including minors) who
are to occupy the unit in the above apartment development for which application is made, all of whom
are listed below:
Name of
Members of the
Household
Relationship
To Head of
Household Age
Income Computation
Place of
Employment
2. The anticipated income of all the above persons during the 12-month period beginning
this date,
(a) including all wages and salaries, overtime pay, commissions, fees, tips and
bonuses before payroll deductions; net income from the operation of a business or profession
or from the rental of real or personal property (without deducting expenditures for business
expansion or amortization of capital indebtedness); interest and dividends; the full amount of
periodic payments received from social security, annuities, insurance policies, retirement
funds, pensions, disability or death benefits and other similar types of periodic receipts;
payments in lieu of earnings, such as unemployment and disability compensation, worker's
compensation and severance pay; the maximum amount of public assistance available to the
above persons; periodic and determinable allowances, such as alimony and child support
payments and regular contributions and gifts received from persons not residing in the
dwelling; and all regular pay, special pay and allowances of a member of the Armed Forces
(whether or not living in the dwelling) who is the head of the household or spouse; but
F-9
EL185-70-769416.d7
(b) excluding casual, sporadic or irregular gifts; amounts which are specifically
for or in reimbursement of medical expenses; lump sum additions to family assets, such as
inheritances, insurance payments (including payments under health and accident insurance
and workmen's compensation), capital gains and settlement for personal or property losses;
amounts of educational scholarships paid directly to the student or the educational institution,
and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees,
books and equipment, but in either case only to the extent used for these types of purposes;
special pay to a serviceman head of a family who is away from home and exposed to hostile
fire; relocation payments under Title II of the Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970; foster child care payments; the value of coupon
allotments for the purchase of food pursuant to the Food Stamp Act of 1964 which is in excess
of the amount actually charged for the allotments; and payments received pursuant to
participation in ACTION volunteer programs, is as follows: $
3. If any of the persons described above (or whose income or contributions was included
in item 2) has any savings, bonds, equity in real property or other form of capital investment, provide:
(a) the total value of all such assets owned by all such persons: $
(b) the amount of income expected to be derived from such assets in the 12 month
period commencing this date: $ ; and
(c) the amount of such income which is included in income listed in item 2:
4. (a) Will all of the persons listed in item 1 above be or have they been full-time
students during five calendar months of this calendar year at an educational institution (other
than a correspondence school) with regular faculty and students?
Yes No
(b) Is any such person (other than nonresident aliens) married and eligible to file
a joint federal income tax return?
Yes No
F-10
EL185-70-769416.d7
THE UNDERSIGNED HEREBY CERTIFY THAT THE INFORMATION SET FORTH
ABOVE IS TRUE AND CORRECT. THE UNDERSIGNED ACKNOWLEDGE THAT THE
LEASE FOR THE UNIT TO BE OCCUPIED BY THE UNDERSIGNED WILL BE CANCELLED
UPON 10 DAYS WRITTEN NOTICE IF ANY OF THE INFORMATION ABOVE IS NOT TRUE
AND CORRECT.
Head of Household
Spouse
F-11
EL185-70-769416.d7
FOR COMPLETION BY OWNER
(OR ITS MANAGER) ONLY
1. Calculation of Eligible Tenant Income:
(a) Enter amount entered for entire household in 2 above: $
(b) If the amount entered in 3(a) above is greater than $5,000, enter the greater of
(i) the amount entered in 3(b) less the amount entered in 3(c) or (ii) 10% of the amount entered
in 3(a): $
(c) TOTAL ELIGIBLE INCOME (Line 1(a) plus Line 1(b)): $
2. The amount entered in 1(c) is less than or equal to 50% of median income for the area
in which the Project is located, as defined in the Declaration. 50% is necessary for status as a
"Qualifying Tenant" under Section 3(a) of the Declaration.
3. Number of apartment unit assigned:
4. This apartment unit was was not last occupied for a period of at least
31 consecutive days by persons whose aggregate anticipated annual income as certified in the above
manner upon their initial occupancy of the apartment unit was less than or equal to 50% of Median
Income in the area.
5. Check as applicable: Applicant qualifies as a Qualifying Tenant (tenants of
at least units must meet), or Applicant otherwise qualifies to rent a unit.
THE UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE HAS NO KNOWLEDGE OF ANY
FACTS WHICH WOULD CAUSE HIM/HER TO BELIEVE THAT ANY OF THE
INFORMATION PROVIDED BY THE TENANT MAY BE UNTRUE OR INCORRECT.
JACKSON STREET APARTMENTS, LLC
By:
Its:
F-12
EL185-70-769416.d7
EXHIBIT C TO DECLARATION OF RESTRICTIVE COVENANTS
Certificate of
Continuing Program Compliance
Date:
The following information with respect to the Project located at , Elk
River, Minnesota (the "Project"), is being provided by Jackson Street Apartments, LLC (the
"Owner") to the City of Elk River, Minnesota (the "City"), pursuant to that certain Declaration of
Restrictive Covenants, dated , 2022 (the "Declaration"), with respect to the
Project:
(A) The total number of residential units which are available for occupancy is 44.
The total number of these units occupied is
(B) The following residential units (identified by unit number) are currently
occupied by "Qualifying Tenants," as the term is defined in the Declaration (for a total of
units):
1 BR Units:
2 BR Units:
3 BR Units:
(C) The following residential units which are included in (B) above, have been
re -designated as units for Qualifying Tenants since 520 , the date on
which the last "Certificate of Continuing Program Compliance" was filed with the Authority
by the Owner:
Unit Previous Designation Replacing
Number of Unit (if any) Unit Number
F-13
EL185-70-769416.d7
(D) The following residential units are considered to be occupied by Qualifying
Tenants based on the information set forth below:
Unit
Number
Name of Tenant
Number of
Persons
Residing in
the Unit
Number of
Bedrooms
Total Adjusted
Gross Income
Date of Initial
Occupancy
Rent
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
(E) The Owner has obtained a "Certification of Tenant Eligibility," in the form
provided as EXHIBIT B to the Declaration, from each Tenant named in (D) above, and each
such Certificate is being maintained by the Owner in its records with respect to the Project.
Attached hereto is the most recent "Certification of Tenant Eligibility" for each Tenant named
in (D) above who signed such a Certification since , 20 , the date on
which the last "Certificate of Continuing Program Compliance" was filed with the Authority
by the Owner.
F-14
EL185-70-769416.d7
(F) In renting the residential units in the Project, the Owner has not given
preference to any particular group or class of persons (except for persons who qualify as
Qualifying Tenants); and none of the units listed in (D) above have been rented for occupancy
entirely by students, no one of which is entitled to file a joint return for federal income tax
purposes. All of the residential units in the Project have been rented pursuant to a written
lease, and the term of each lease is at least twelve (12) months.
(G) The information provided in this "Certificate of Continuing Program
Compliance" is accurate and complete, and no matters have come to the attention of the
Owner which would indicate that any of the information provided herein, or in any
"Certification of Tenant Eligibility" obtained from the Tenants named herein, is inaccurate or
incomplete in any respect.
(H) The Project is in continuing compliance with the Declaration.
(I) The Owner certifies that as of the date hereof % of the residential dwelling
units in the Project are occupied or held open for occupancy by Qualifying Tenants, as defined
and provided in the Declaration.
Q) The rental levels for each Qualifying Tenant comply with the maximum
permitted under the Declaration.
IN WITNESS WHEREOF, I have hereunto affixed my signature, on behalf of the Owner, on
, 2022.
JACKSON STREET APARTMENTS, LLC
By:
Its:
EL185-70-769416.d7
F-15
EXHIBIT G
GEOTECHNICAL REPORT
G-1
EL185-70-769416.d7
T,
Independent Testing Technologies, Inc.
MARCH 2, 2020
PROJECT 19-406
REPORT OF GEOTECHNICAL EXPLORATIONS
For
JACKSON HILLS RESIDENTIAL SUITES
PHASES II- IV
ELK RIVER, MINNESOTA
Prepared For:
THE BRIGGS COMPANIES
337 31st Avenue South. Waite Park, MN 56387
Phone: 320-253-4338 — FAX 320-253-4547 — E-mail: info@independenttestingtech.com — www.independenttestingtech.com
T,
Independent Testing Technologies, Inc.
March 2, 2020
Mr. Pat Briggs
Briggs Companies, Inc.
PO Box 719
Big Lake, MN 55309
RE: 19-406 Report of Geotechnical Exploration
Jackson Hills Residential Suites, Phases 11- IV
Elk River, Minnesota
Dear Mr. Briggs:
Independent Testing Technologies, Inc. is pleased to submit the results of our subsurface
investigation program for the proposed apartment building project in Elk River, Minnesota. This
report represents our work for this project as authorized by you. An electronic copy is submitted.
The soils encountered consisted of highly organic peat (PT) and organic silt (OL) soils over
native, water bearing sands (SP, SP-SM). Organic silts (OL) and peat (PT) was encountered to
depths of 2.0 to 14.0 feet over the entire site. This will require complete removal and
replacement with granular material. Groundwater was observed in all of the borings at depths of
2' 6" to 9' 0" at the time of drilling. We recommend full time observation of the excavation and
removal of the organic soils. Soil samples obtained during our investigation will be stored at our
office for thirty days after the date of this report. After that time, they will be disposed of unless
you advise otherwise.
Mr. Briggs, it has been our pleasure to work with you on this project. Please contact Patrick
Johnson if you have any questions regarding this report. Please contact Tyler Burkes if you
would like a proposal for the materials testing services that may be needed. Independent Testing
appreciated the opportunity to perform this geotechnical evaluation and look forward to
continuing our participation during the construction phase of this project.
Sincerely,
&4 #Lw-
Patrick A. Johnson, P.E.
MN License 922037
Kevin T. Reller
President
337 31st Avenue South. Waite Park, MN 56387
Phone: 320-253-4338 — FAX 320-253-4547 — E-mail: info@independenttestingtech.com — www.independenttestingtech.com
CERTIFICATION
I hereby certify that this report was prepared
by me or under my direct supervision and that I am a
duly Licensed Engineer under the laws
of the State of Minnesota.
Patrick A. Johnson
Date: March 2, 2020 License No.: 22037
TABLE OF CONTENTS
A. Introduction.......................................................................... 1
Purpose................................................................................. 1
Scope of Services................................................................. 1
General Site Conditions....................................................... 2
Available Subsurface Information.......................................2
B. Exploration Program............................................................. 2
Exploration Results.............................................................. 3
Penetration Test Results....................................................... 3
Water Level Observations................................................... 3
C. Engineering Review..............................................................4
Discussion............................................................................ 4
D. Recommendations................................................................ 5
SiteGrading.........................................................................
5
Construction Dewatering.....................................................
6
StructuralFill.......................................................................
6
Foundations..........................................................................
7
FloorSlab.............................................................................
8
WallBackfill........................................................................
8
E. Pavement Recommendations...............................................
9
F. Closing................................................................................10
Boring Location Plan ................................................ Appendix 1
Soil Boring Logs ....................................................... Appendix 2
GEOTECHNICAL EXPLORATIONS
JACKSON HILLS RESIDENTIAL SUITES
PHASES II- IV
ELK RIVER, MINNESOTA
PROJECT 19-406
A. Introduction
This report is being prepared for use by our client on this specific project. We intend to present this
report and our findings in the same logical manner that led us to arrive at our recommendations.
This report is based on some general assumptions regarding the anticipated construction based on
experience with similar projects. These assumptions and the entire report should be reviewed
immediately upon receipt.
Purpose:
The purpose of our investigation was to evaluate the existing soil and water conditions on this site
and provide a report of our findings and recommendations regarding design and construction of the
proposed improvements. The project consists of the construction of three, three-story, at -grade,
wood framed apartment buildings on standard cast -in -place concrete spread footings. Surface
parking will also be constructed. In accordance with your written authorization, we have
conducted a subsurface exploration program for the proposed project.
Scope of Services:
Our authorized scope of services included the following:
1. To investigate the subsurface soil and water conditions encountered at twenty (20)
split -spoon soil boring locations on the site. The borings were planned to be ten
(10) to twenty (20) feet deep at each location.
2. To provide a report of our findings including the results of our subsurface
investigation and recommendations regarding earthwork, fill and compaction,
building suitability, foundation design, floor slab support, wall backfill, estimated
settlement, parking lot subgrade preparation and pavement design.
Page 1
March 2, 2020
Project 19-460
Jackson Hills Residential Suite
Phases II- IV
Elk River, Minnesota
General Site Conditions:
The site is located on the west side of Jackson Avenue Northwest and between 6th Street NW and
8m Street NW in Elk River, Minnesota. Park land is present just to the west of the site. Phase 1
was constructed in 2018 on the south side of 6 h Street NW. The site is currently an open level lot
that is lower than the surrounding area. The site is relatively flat with slopes of 0-2%. A ditch runs
from the southeast property corner to the north and west through the property.
Available Subsurface Information:
According to the Geologic Map of Minnesota, Quaternary Geology, prepared by Howard C. Hobbs
and Joseph E. Goebel (1982, Minnesota Geological Survey), this site lies within an outwash unit
not associated with any particular moraine. It is associated with the Des Moines Lobe glaciation of
Pleistocene, Late Wisconsinan age. The glacial drift from the Des Moines Lobe consists of grey,
calcareous material with shale and limestone clasts derived from parent material in Manitoba and
eastern North Dakota.
According to the Soil Survey of Sherburne County prepared by the Soil Conservation Service, this
site lies within the Hubbard- Estherville- Salida Soil Association. These consist of nearly level to
gently rolling sandy soils over deeply leached sand or calcareous gravel. The individual soils
mapped on the site consist of shallow peat and muck over sands. These soils are rated as
unsuitable for building support and have a very shallow water table
B. Exploration Program
Twenty (20) split -spoon soil borings were conducted on this project. The borings were advanced to
depths of 10 to 20 feet deep using a 3'/ inch I.D. hollow stem auger. Samples were obtained every 2'/2
feet for the first 10 feet and every 5 feet thereafter using a 2-inch O.D. split spoon sampler in
accordance with the American Society for Testing and Materials (ASTM D1586). Standard
penetration values (N-values) were obtained at each sample interval by driving the sampler into the
soil using a 140-pound hammer falling 30 inches. After an initial set of 6 inches, the number of blows
required to drive the sampler 12 inches is known as the standard penetration resistance or N-value.
Where the sampler can not be driven at least 6 inches by 50 blows of the hammer, the total number of
blows as well as the distance driven is reported on the boring logs.
Groundwater levels were noted during drilling and immediately after completion. The deep holes
were sealed with bentonite grout in accordance with MDH requirements. The shallow holes were
backfilled with the auger cuttings. Some settlement of the bore holes may be expected. The borings
were conducted with a truck mounted drill rig. The boring locations were staked by us. Surface
elevations are based on the assumed elevation 100.0 for the top of the fire hydrant at 6th Street NW.
Page 2
March 2, 2020
Project 19-460
Jackson Hills Residential Suite
Phases II- IV
Elk River, Minnesota
Exploration Results:
The borings were conducted in the vacant lot and encountered organic material at the surface to
depths of 2.5 to 14.0 feet. The organic material generally consisted of black, fibrous peat (PT)
followed by light brown to white organic silt (OL) that was very soft. The following table shows
the depth of organic soils at each boring location.
Boring
Depth of Organic
Soils
Boring
Depth of Organic
Soils
Boring
Depth of Organic Soil
SB-1
2.5 feet
SB-8
5.0 feet
SB-15
8.5 feet
SB-2
2.5 feet
SB-9
11.0 feet
SB-16
8.0 feet
SB-3
5.0 feet
SB-10
8.5 feet
SB-17
8.5 feet
SB-4
2.0 feet
SB-11
11.0 feet
SB-18
3.5 feet
SB-5
6.0 feet
SB-12
14.0 feet
SB-19
8.5 feet
SB-6
5.5 feet
SB-13
3.5 feet
SB-20
5.0 feet
SB-7
8.5 feet
SB-14
8.0 feet
Below the peat and organic soils, the borings all encountered native fine and fine to medium
grained sands (SP, SP-SM, SM) to termination depths.
Penetration Test Results:
The standard penetration blow counts in the peat (PT) and organic silt (OL) soils ranged from 0 to
8, which are very low to low, indicating that they are in a very soft to soft condition. The standard
penetration blow counts in the native sand soils ranged from 1 to 15, which are very low to
moderate, indicating that they are in a very loose to medium dense condition. Refusal of the spoon
or auger did not occur in any of the borings. Drilling was relatively easy.
Water Level Observations:
Observations of the subsurface water conditions were made during drilling operations.
Groundwater was encountered in all of the borings at depths of 2' 6" to 9' 0" during drilling. The
following table shows the depth to water at each boring location:
Page 3
March 2, 2020
Project 19-460
Jackson Hills Residential Suite
Phases II- IV
Elk River, Minnesota
Boring
Water
Boring
Water
Boring
Water
SB-1
7.0 feet
SB-8
6.0 feet
SB-15
3' 4"
SB-2
6.5 feet
SB-9
9.0 feet
SB-16
2' 10"
SB-3
3.0 feet
SB-10
7.0 feet
SB-17
2.5 feet
SB-4
6.5 feet
SB-11
9.0 feet
SB-18
3' 10"
SB-5
4.5 feet
SB-12
3' S"
SB-19
7.0 feet
SB-6
5.5 feet
SB-13
7.0 feet
SB-20
5.0 feet
SB-7
8.0 feet
SB-14
3.5 feet
It is our opinion that the water levels are an accurate representation of the water levels on this site
because of the high permeability of the native sand soils. However, the peat (PT) soils do not
transmit water quickly. Therefore, where the water levels are within the organic soils, they may not
be an accurate measurement of the water at that time.
It should be noted that fluctuations in the level of the groundwater can occur due to variations in
rainfall, temperature, spring thaw and other factors not evident at the time of our investigation.
Mottled soils were observed. Mottled native soils are a historical indication of a temporarily or
seasonally saturated soil condition. Grey soils were observed directly below the organic soils in
many of the borings. Grey native soils are an indication of a permanently saturated soil condition.
C. Engineering Review
Discussion:
Based on our findings, the site appears to be poorly suited for the proposed building and site
improvements. The existing peat (PT) and soft, organic silt (OL) are not suitable for support of the
proposed building. We recommend all of the existing peat (PT) and soft, organic silt (OL) material
be completely removed from all of the building and parking lot areas. We estimate this will require
an excavation of approximately 2.0 to 14.0 feet over the entire site. All organic material should be
completely removed from site, including oversizing areas. The existing peat is not suitable for re-
use as structural fill beneath any structure, slab or pavement.
Page 4
March 2, 2020
Project 19-460
Jackson Hills Residential Suite
Phases II- IV
Elk River, Minnesota
The buildings will be three story, at -grade, wood framed structures placed on standard spread
footings. We assume the site will be raised a few feet, resulting in the wall footings for the
building being placed at 1 foot above to one foot below existing ground level.
Maximum foundation loads could be expected to be in the range of 6-7 kips per linear foot for wall
footings and 100-160 kips for column loads. We recommend all the fill in the proposed soil
correction area consist of clean coarse sand or sand and gravel mix with less than 5% passing a
number 200 sieve and less than 50% passing a number 40 sieve. All fill in the building and
oversizing areas should be compacted to a minimum of 100% of standard proctor maximum
density. We recommend the site be dewatered with a series of well points for the entire duration of
the soil correction.
D. Recommendations
The following recommendations are based on our understanding of the proposed project. If our
understanding of the project is not accurate, or if changes are made to the project scope, please
inform us so that our recommendations can be amended, if necessary. We have included
recommendations regarding earthwork and construction that may help in cost estimates and aid in
design. We should be allowed to review the proposed construction plans to provide further detailed
recommendations, if necessary. Without the opportunity to review the final construction plans, the
recommendations made in this report may no longer be valid.
Site Grading:
We recommend that the existing peat (PT) and organic silt (OL) material be completely removed
from the construction area and be replaced with clean, coarse, free draining material. We estimate
that this will require an excavation of approximately 2.0 to 14.0 feet across this site. Any peat and
organic soils should be wasted or used as landscape material.
The excavation should extend to inorganic, competent natural mineral soils consisting of poorly
graded sands (SP) or poorly graded sands with silt (SP-SM). Since the bottom of the excavation
will be wet, we recommend the contractor use a large enough excavator to be able to remove the
organic soils and backfill quickly to avoid collapse of the excavation sidewalls prior to backfilling.
We recommend the excavation proceed across in strips narrow enough to be backfilled promptly.
We recommend all backfill consist of clean coarse sand or sand and gravel mix with less than 50%
passing a 940 sieve and less than 5% passing a 9200 sieve. The contractor should be well
experienced in this type of operation.
Page 5
March 2, 2020
Project 19-460
Jackson Hills Residential Suite
Phases II- IV
Elk River, Minnesota
We recommend the bottom of the excavation be observed by a soils engineer or a qualified
technician to verify that native, competent material has been reached. We recommend the
excavation be oversized one foot for every foot of fill required to reach planned grade (1:1
oversizing). Soils can change dramatically over short horizontal distances, therefore the
recommended excavation depths should be used as a guide. Since the timing and execution of the
excavation is critical, we recommend full time observation of the excavation and filling to ensure
all of the organic soils are removed to a clean bottom.
After removal of the peat and any unsuitable soils, we recommend imported, clean, coarse sand or
sand and gravel mix with less than 5% passing a number 200 sieve and less than 50% passing a
number 40 sieve be placed and compacted to bring the building and pavement areas to grade
Construction Dewatering:
Dewatering will be required for utility installation at depths below the groundwater elevations
shown on the borings logs. It is our opinion that a series of well points may be best suited for
dewatering the sand (SP, SP-SM) soils. We recommend that any standing water be removed
from the utility trenches prior to backfilling. In addition, we recommend that any utility trench
backfill material placed in standing water consist of clean sands with less than 5% passing the
number 200 sieve.
Structural Fill:
The imported soils specified above consisting of poorly graded sands (SP) are considered
excellent material for use as structural fill. These soils are not highly susceptible to moisture
variations and are free draining. They are easy to compact using vibratory compaction equipment
if they are near optimum moisture.
We recommend that any imported fill consist of mineral soils meeting the following
requirements. No organic soils, roots, stumps, logs, brush, etc. should be used as structural fill
below any foundation or pavement section. We recommend that all fill material be free of soft,
Page 6
March 2, 2020
Project 19-460
Jackson Hills Residential Suite
Phases II- IV
Elk River, Minnesota
wet or frozen soils, highly expansive soils, rubble, debris and rocks in excess of 6 inches in
diameter. The fill should be as uniform as possible both in composition and moisture content.
We recommend all fill be compacted in 8-inch loose lifts to the minimum relative density levels
shown in the table below:
Location
Recommended Compaction Level
(percent of Std. Proctor ASTM D698)
Below Foundations and Building Slabs, including oversizing
areas during soil correction
100%
Interior wall backfill during building construction
98%
Exterior Wall backfill during building construction
95%
Below Pavements, deeper than 3 feet from finished subgmde
95%
Below Pavements within 3 feet of finished subgrade
100%
Landscape Areas
90%
All fill should be compacted at a moisture content within plus or minus 2% of the optimum
moisture as determined by a standard proctor. We recommend compaction tests be taken on any
fill in the building areas at a rate of one test per vertical foot per 2,500 square foot area, with a
minimum of two tests per fill area. We recommend compaction tests be taken on the foundation
wall backfill at a rate of one test per 2 vertical feet per 200 linear feet of wall backfill.
Foundations:
We assume the foundations will bear on compacted imported granular fill material. The N-values
recorded in the penetration borings indicate that the majority of the existing native sand soils on
this site are in a loose condition susceptible to settlement. De -watering the site and compaction
of the backfill to 100% will help to limit settlement to within tolerable limits for a wood framed
building.
All exterior footings should be placed at a minimum depth of 42 inches below proposed final
grade to provide protection from frost damage. Interior footings in heated areas can be placed at
any convenient depth as long as they are on properly compacted fill.
Page 7
March 2, 2020
Project 19-460
Jackson Hills Residential Suite
Phases II- IV
Elk River, Minnesota
Any footings placed on native soils or on properly compacted fill should be proportioned for a
maximum net allowable soil bearing pressure of 2000 psf. We recommend compaction tests be
taken on any fill below the footings at a rate of one test per 50 linear feet for wall footings and
one test per column footing. We recommend compaction tests be taken immediately prior to
pouring the footings.
The recommended bearing pressure is a net value and represents the actual loads that may be
transmitted to the soil independent of overburden pressures. We estimate total settlement to be
less than 1 inch with differential settlement about half of this if the recommendations in this report
are followed.
Floor Slab
We recommend a minimum of 6 inches of clean, free draining washed sand with less than 5%
passing a No. 200 sieve be placed beneath the floor slabs. This will provide a capillary break and a
uniform level subgrade for the floor slabs. We recommend floor slabs be designed using a
modulus of subgrade reaction of 300 pounds per cubic inch.
We recommend a vapor moisture barrier consisting of minimum 6-mil polyethylene sheeting. A
vapor barrier should be placed under all concrete floors on ground that are likely to receive an
impermeable floor finish or be used for any purpose where the passage of water vapor through
the floor is undesirable. Floor coverings such as linoleum, vinyl tile, carpeting, wood, and
synthetic surfacing effectively seal the moisture within the slab where it eventually may loosen,
buckle, or blister the floor covering.
In order to lessen the moisture post -construction, we recommend using a low water -cement ratio
concrete, less than .45. We recommend allowing the slab a 2-month drying period and testing
the slab moisture condition before installing any floor covering.
Wall Backfill
Page 8
March 2, 2020
Project 19-460
Jackson Hills Residential Suite
Phases II- IV
Elk River, Minnesota
We assume the foundation walls will be backfilled with imported sand materials. We recommend
all interior wall backfill be compacted to at least 98% of standard proctor maximum density and all
exterior wall backfill be compacted to at least 95% of standard proctor maximum density. We
recommend below grade walls be designed using a coefficient of active pressure (KA) of 0.33, an
at -rest coefficient (Ko) of 0.50, and a passive coefficient (KP) of 3.0. We recommend below grade
walls be designed using the bulk unit weight of 115 pounds per cubic foot.
E. Pavement Recommendations
We assume the parking lot subgrade will consist of imported sand material used for the site soil
correction. The expected subgrade poorly graded sand (SP) soils are classified as A-1-b soils in
accordance with the American Association of State Highway Transportation Officials
(AASHTO) classification system. A-1-b soils are rated excellent material for use as parking lot
subgrade material. In no instance should organic soils be used as parking lot subgrade material.
Without benefit of a laboratory R-value determination and based on Mn/DOT guidelines, an R-
value of 70 can be assumed for these materials.
Based on an assumed R-value of 70, we recommend the following bituminous pavement section
for general car and light truck parking lots:
Thickness Course/Description G.E.
1.5" Mn/Dot 2360 SPWEB240 Bituminous 3.4"
2.0" Mn/Dot 2360 SPNWB230 Bituminous 4.5"
6.0" M/Dot 3138 Class 5 Aggregate Base 6.0"
9.5" TOTAL 13.9"
In using the assumed R-value for bituminous pavement design, it is essential that the subgrade be
constructed of uniform soils at a moisture content and density in accordance with Mn/Dot
specification 2105 and capable of passing a test roll in accordance with Mn/Dot specification
2111. The native, undisturbed soils may need preparation (drying and compacting) to pass a
proof roll. If the subgrade is not compacted, uniform and capable of passing a test roll, then we
recommend the subgrade be scarified and recompacted or subcut and replaced with geotextile
fabric and select granular material meeting Mn/Dot specification 3149. The top of the subgrade
Page 9
March 2, 2020
Project 19-460
Jackson Hills Residential Suite
Phases II- IV
Elk River, Minnesota
should be compacted to a minimum of 100% of standard proctor maximum density. The
subgrade should be sloped towards the edges to provide drainage.
F. Closing
Our work was performed for geotechnical purposes only and not to document the presence or
extent of any contamination on the site. We can note that our crew did not detect any obvious
contamination by sight or smell during drilling operations. However, human senses are limited in
terms of contamination detection and, therefore, the lack of detection through human sensing does
not preclude the possibility of the presence of contamination of the site.
This report represents the result of our subsurface investigation and is based on information
gathered at specific locations. Subsurface conditions can change a great deal over short horizontal
distances. Also, the actual interface between strata will likely be a gradual transition rather than an
abrupt change as represented on the boring logs.
Geotechnical engineering is based extensively on opinion. Therefore, the data contained in this
report should be used as a guide, and we recommend that construction monitoring be performed by
a qualified geotechnical engineer or technician. Any changes in the subsurface conditions from
those found during this geotechnical investigation should be brought to the attention of a soils
engineer.
Page 10
c:19406-rpt
APPENDIX
BORING LOCATION PLAN
o
-----
SB-17 — SB-11 �ASB-9
• l — — \ \-i / _JJ J —19
B-12
_ PHASE 3 pp
PROPOSED 5D-UNIT Sp-1 0 SB-7
APARTMENT BUILDING
W S B- 1 4 AREA=37,740 SF
FFE=903.00
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NOTES:
1. BASE PLAN USED IS A BOUNDARY AND TOPOGRAPHIC SURVEY
PREPARED BY BOGART, PEDERSON & ASSOCIATES. INC.
2, ALL EXISTING UTILITY LOCATIONS AND ELEVATIONS SHOWN ARE
APPROXIMATE ONLY. CONTRACTOR SHALL CONFIRM ALL LOCATIONS
AND ELEVATIONS PRIOR TO CONSTRUCTION. CONTRACTOR SHALL
CONTACT UTILITY COMPANIES VIA GOPHER STATE ONE -CALL
ONLINE OR BY CALLING 811 OR 1-800-252-1166.
3, ALL CONSTRUCTION SHALL CONFORM TO THE MOST RESTRICTIVE
OF THE PROJECT SPECIFICATIONS, THE STANDARD SPECIFICATIONS
OF THE CITY OF ELK RIVER AND THE LATEST EDITION OF MNDOT
STANDARD SPECIFICATIONS FOR CONSTRUCTION,
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GRAPHIC' SCALE
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REVIEW PLAN
NOT FOR CONSTRUCTION
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APPENDIX 2
SOIL BORING LOGS
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE. 2/26/20 BORING #: SB-1
JACKSON HILLS RESIDENTIAL SUITES START TIME. 1:30 END TIME. 2:00
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW. BH AR
LOCATION.' See Boring Location ELEVATION.' 106.4 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
2.5
SP
POORLY GRADED SAND, medium grained, brown.
1
11
3.0
5.0
2
8
16.0
V Water encountered 7'
during drilling.
greyish brown.
3
2
27.1
10.0
4
19
22.0
Boring complete to 11.5 feet.
Water encountered at 7' during drilling.
Water not encountered to cave-in at 6' 11" after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE. 2/26/20 BORING #: SB-2
JACKSON HILLS RESIDENTIAL SUITES START TIME. 2:00 END TIME. 2:30
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW. BH AR
LOCATION.' See Boring Location ELEVATION.' 105.6 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
2.5
SP
POORLY GRADED SAND, fine grained, brown.
1
10
5.4
5.0
fine to medium grained
2
10
16.0
V Water encountered at 6' 6"
during drilling.
3
4
21.1
10.0
4
5
23.0
Boring complete to 11.5 feet.
Water encountered at 6' 6" during drilling.
No water measured to cave-in at 6' 4" after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE. 2/25/20 BORING #: SB-3
JACKSON HILLS RESIDENTIAL SUITES START TIME. 11:15 END TIME. 12:10
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW. BH AR
LOCATION.' See Boring Location ELEVATION.' 103.0 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
V Water measured at TO"
1
WH
142.0
after completion.
5.0
SP
POORLY GRADED SAND, fine grained, grey.
2
4
21.2
7.5
SM
SILTY SAND, fine grained, black.
8.5
3
3
80.2
Orcianic Content= 18.4%
SP
POORLY GRADED SAND, fine grained, light brown.
10.0
11.0
4
7
22.2
14.9
medium to coarse grained.
5
6
19.3
Boring complete to 14.9 feet.
Water encountered at 3' 6" during driling.
Water measured at 3' 0" after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE. 2/26/20 BORING #: SB-4
JACKSON HILLS RESIDENTIAL SUITES START TIME. 1:00 END TIME. 1:30
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW. BH AR
LOCATION.' See Boring Location ELEVATION.' 106.0 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
2.0
SP
POORLY GRADED SAND, medium grained, light brown.
1
9
9.4
5.0
2
6
15.2
V Water encountered 6' 6"
during drilling.
fine to medium grained.
3
4
20.4
10.0
w/ GRAVEL
4
15
13.2
fine grained
14.91
5
15
24.2
Boring complete to 14.9 feet.
Water encountered at 6' 6" during drilling.
Water measured at 6' after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE. 2/25/20 BORING #: SB-5
JACKSON HILLS RESIDENTIAL SUITES START TIME. 12:45 END TIME. 1:30
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW. BH AR
LOCATION.' See Boring Location ELEVATION.' 101.6 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
1
WH
2O7.0
V Water measured at 4' 6"
5.0
after completion.
6.0
2
SP-S
POORLY GRADED SAND w/ SILT, fine grained, grey.
18.1
7.5
SP
POORLY GRADED SAND, fine grained, light greyish brown.
3
7
73.4
Organic Content= 16.4%
10.0
4
13
22.6
14.9
fine to medium grained.
5
11
21.6
Boring complete to 14.9 feet.
Water encoutered at 5' during drilling.
Water measured at 4' 6" after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE. 2/25/20 BORING #: SB-6
JACKSON HILLS RESIDENTIAL SUITES START TIME. 10:30 END TIME. 11:15
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW. BH AR
LOCATION.' See Boring Location ELEVATION.' 102.5 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
1
W H
248.0
5.5
V Water encountered at 5' 6"
SP
POORLY GRADED SAND, fine grained, light greyish brown.
2
5
21.2
during drilling.
3
5
56.7
Organic Content= 3.0%
10.0
mottled
4
8
18.4
fine to medium grained.
14.9
5
12
16.5
Boring complete to 14.9 feet.
Water encountered at 5' 6" during driling.
Water not encountered to cave-in at 3' 10" after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE. 2/25/20 BORING #: SB-7
JACKSON HILLS RESIDENTIAL SUITES START TIME. 1:30 END TIME. 2:15
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW. BH AR
LOCATION.' See Boring Location ELEVATION.' 101.3 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
1
W H
326.0
5.0
2
WH
NR
V Water encountered at 8'
8.5
3
8
during drilling.
SP
POORLY GRADED SAND, fine grained, grey.
23.3
10.0
4
11
19.4
14.9
5
5
17.4
Boring complete to 14.9 feet.
Water encountered at 8 feet during drilling.
Water not encountered to cave-in at 4' 4" after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE. 2/25/20 BORING #: SB-8
JACKSON HILLS RESIDENTIAL SUITES START TIME. 12:30 END TIME. 1:00
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW. BH AR
LOCATION.' See Boring Location ELEVATION.' 103.2 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
1
2
91.2
5.0
SP
POORLY GRADED SAND, fine grained, light brown.
2
8
20.1
V Water encountered at 6'
during drilling.
fine to medium grained
3
4
21.3
10.0
4
6
15.E
Boring complete to 14.9 feet.
Water encountered at 6' during drilling.
Water not encountered to cave-in at 5' 3" after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE. 2/25/20 BORING #: SB-9
JACKSON HILLS RESIDENTIAL SUITES START TIME. 2:15 END TIME. 3:00
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW. BH AR
LOCATION.' See Boring Location ELEVATION.' 100.0 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
1
W H
354.0
5.0
2
WH
305.0
3
W H
306.0
9.0
V Water encountered at 9'
OL
ORGANIC SILT, light brown.
during drilling.
10.0
11.0
4
1 2
22.6
SP
POORLY GRADED SAND fine to medium arained. cirev.
Boring complete to 11.5 feet.
Water encountered at 9' during drilling.
Water not encountered to cave-in at 5' 4" after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE.' 2/25/20 BORING #: SB-10
JACKSON HILLS RESIDENTIAL SUITES START TIME: 9:45 END TIME: 10:30
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW.' BH AR
LOCATION.' See Boring Location ELEVATION.' 101.2 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
1
W H
329.0
5.0
2
W H
329.0
V Water encountered at 7'
7.5
during drilling.
OL
ORGANIC SILT, light brown.
8.5
3
8
78.8
Organic Content= 1.9%
SP
POORLY GRADED SAND, fine grained, grey.
10.0
light brown.
4
11
16.8
14.9
5
9
20.0
Boring complete to 14.9 feet.
Water encountered at 7 feet during drilling.
Water not encountered to cave-in at 4' 2" after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE.' 2/25/20 BORING #: SB-11
JACKSON HILLS RESIDENTIAL SUITES START TIME: 3:00 END TIME: 3:30
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW.' BH AR
LOCATION.' See Boring Location ELEVATION.' 100.0 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
1
WH
307.0
5.0
2
WH
370.0
8.5
3
WH
151.0
OL
ORGANIC SILT, light brown.
V Water encountered at 9'
during drilling.
10.0
11.0
4
1 2
NR
SP
POORY GRADED SAND fine arained. arev.
Boring complete to 14.9 feet.
Water encountered at 9' during drilling.
Water not encountered to cave-in at 5' after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE. 2/25/20 BORING #: SB-12
JACKSON HILLS RESIDENTIAL SUITES START TIME. 9:00 END TIME. 9:45
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW." BH AR
LOCATION.' See Boring Location ELEVATION.' 99.4 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
1
WH
294.0
V Water measured at 3' 5"
after completion.
5.0
2
WH
265.0
8.5
3
WH
OL
ORGANIC SILT, light brown.
148.0
Organic Content= 5.9%
10.0
light grey.
4
WH
94.3
Organic Content= 5.1%
SP
POORLY GRADED SAND, fine grained, grey.
5
11
12.5
F
Boring complete to 14.9 feet.
Water encountered at 5 'during driling.
Water measured at 3' 5" during driling.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE.' 2/25/20 BORING #: SB-13
JACKSON HILLS RESIDENTIAL SUITES START TIME: 12:00 END TIME: 12:30
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW.' BH AR
LOCATION.' See Boring Location ELEVATION.' 101.2 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
3.5
1
3
293.0
SP
POORLY GRADED SAND, fine grained, greyish brown.
2
8
17.1
V Water encountered at 7'
during drilling.
grey
3
9
26.4
10.0
4
9
23.9
Boring complete to 14.9 feet.
Water encountered at 7' during drilling.
Water not encountered to cave-in at 4' 6" after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE.' 2/25/20 BORING #: SB-14
JACKSON HILLS RESIDENTIAL SUITES START TIME: 8:15 END TIME: 9:00
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW.' BH AR
LOCATION.' See Boring Location ELEVATION.' 100.4 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT organic, black.
1
WH
124.0
V Water measured at 3' 6"
after completion.
5.0
6.0
2
8
178.0
OL
ORGANIC SILT, light grey.
8.0
SP
POORLY GRADED SAND, fine grained, grey.
3
7
25.5
10.0
fine to medium grained.
4
12
18.1
14.9
5
8
18.9
Boring complete to 14.9 feet.
Water encountered at 3' 6" during drilling.
Water measured at 3' 6" after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE.' 2/24/20 BORING #: SB-15
JACKSON HILLS RESIDENTIAL SUITES START TIME: 3:00 END TIME: 3:45
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW.' BH AR
LOCATION.' See Boring Location ELEVATION.' 100.2 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
1
WH
295.0
V Water measured at 3' 4"
after completion.
5.0
6.0
2
SP
POORLY GRADED SAND, fine grained, grey.
21.7
7.5
PT
PEAT, organic, black.
8.5
SP
POORLY GRADED SAND, medium grained, grey.
15.4
10.0
11.0
w/ coarse sand, brown.
4
3
20.0
13.5
grey
14.91
5
3
17.0
Boring complete to 14.9 feet.
Water encountered at 6' during drilling.
Water measured at 3' 4" after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE.' 2/24/20 BORING #: SB-16
JACKSON HILLS RESIDENTIAL SUITES START TIME: 2:15 END TIME: 3:00
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW.' BH AR
LOCATION.' See Boring Location ELEVATION.' 99.8 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
V Water measured at 2' 10"
after completion.
1
WH
2O3.3
5.0
6.0
2
WH
146.0
Organic Content= 7.4%
OL
ORGANIC SILT, light brown.
8.0
SP
POORLY GRADED SAND, fine grained, grey.
3
9
10.7
10.0
4
10
14.1
14.9
medium to coarse grained.
5
7
15.1
Boring complete to 14.9 feet.
Water encountered at 3' during drilling.
Water measured at 2' 10" after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE.' 2/24/20 BORING #: SB-17
JACKSON HILLS RESIDENTIAL SUITES START TIME: 1:30 END TIME: 2:15
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW.' BH AR
LOCATION.' See Boring Location ELEVATION.' 99.6 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
V Water measured at 2' 6"
on 2/25/20
1
W H
338.0
5.0
6.0
2
W H
165.0
OL
ORGANIC SILT, light grey.
8.5
3
2
SP
POORLY GRADED SAND, fine grained, grey.
25.9
10.0
4
5
16.4
14.9
fine to medium grained.
5
6
15.2
Boring complete to 14.9 feet.
Water encountered at 8' 5" during drilling.
Water measured at 3' 4" after completion.
Water measured at 2' 6" on 2/25/20.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE.' 2/25/20 BORING #: SB-18
JACKSON HILLS RESIDENTIAL SUITES START TIME: 7:30 END TIME: 8:15
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW.' BH AR
LOCATION.' See Boring Location ELEVATION.' 100.3 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
3.5
1
1
5
165.0
V Water measured at 3' 10"
SP-SM
POORLY GRADED SAND w/ SILT, fine grained,
20.3
after completion.
grey.
5.0
SP
POORLY GRADED SAND, fine grained, grey.
6.0
2
8
22.6
3
15
18.4
fine to medium grained.
10.0
4
15
229.0
14.9
medium to coarse grained.
5
5
13.0
Boring complete to 14.9 feet.
Water encountered at 4' during drilling.
Water measured at 3' 10" after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE.' 2/25/20 BORING #: SB-19
JACKSON HILLS RESIDENTIAL SUITES START TIME: 3:30 END TIME: 4:00
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW.' BH AR
LOCATION.' See Boring Location ELEVATION.' 100.5 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
1
W H
295.0
5.0
2
WH
412.0
V Water encountered at 7'
during drilling.
8.5
SP
POORLY GRADED SAND, fine grained, grey.
25.7
10.0
4
7
22.1
Boring complete to 14.9 feet.
Water encountered at 7' during drilling.
Water not encountered to cave-in at 4' 5" after completion.
INDEPENDENT TESTING TECHNOLOGIES, INC. LOG OF SOIL BORING
PROJECT.' 19-406 THE BRIGGS COMPANIES DATE. 2/25/20 BORING #: SB-20
JACKSON HILLS RESIDENTIAL SUITES START TIME. 4:00 END TIME. 4:30
PHASE II- IV
ELK RIVER, MINNESOTA METHOD: 31/4" I.D. Hollow Stem Auaer
CREW. BH AR
LOCATION.' See Boring Location ELEVATION.' 100.6 Page 1 of 1
Depth
ASTM
Soil
Sample
N
(Feet)
Symbol
Description
#
Value
Wn
Notes
PT
PEAT, organic, black.
1
1
264.0
5.0
V Water encountered at 5'
SP
POORLY GRADED SAND, fine grained, grey.
during drilling.
2
4
23.6
fine to medium grained
3
1
22.0
10.0
4
6
23.0
Boring complete to 14.9 feet.
Water encountered at 5' during drilling.
Water measured at 7' 3" after completion.
Group
Major Divisions
Typical Names
Symbol
C'W
Well -graded gravels and gravel -sand mixtures,
Gravels
Clean
little or no fines
50% or more of
GP
Poorly graded gravels and gravel -sand mixtures,
course
Gravels
fraction
little or no fines
retained on
the 4.75 mm
Gravels
GM
Silty gravels, gravel -sand -silt mixtures
Course -Grained Soils
(No. 4) sieve
with Fines
GC
Clayey gravels, gravel -sand -clay mixtures
More than 50% retained
SW
Well -graded sands and gravelly sands, little or no
on the 0.075 mm
(No. 200) sieve
Sands
Clean
fines
50% or more of
Sands
SP
Poorly graded sands and gravelly sands, little or
course
no fines
fraction passes
Sands
SM
Silty sands, sand -silt mixtures
the 4.75
(No. 4) sieve
with Fines
SC
Clayey sands, sand -clay mixtures
M L
Inorganic silts, very fine sands, rock four, silty or
clayey fine sands
CL
Inorganic clays of low to medium plasticity,
Silts and Clays
Liquid Limit 50% or less
gravelly/sandy/silty/lean clays
Fine -Grained Soils
OL
Organic silts and organic silty clays of low
More than 50% passes
plasticity
the 0.075 mm
M H
Inorganic silts, micaceous or diatomaceous fine
(No. 200) sieve
Silts and Clays
sands or silts, elastic silts
CH
Inorganic clays or high plasticity, fat clays
Liquid Limit greater than
50%
OH
Organic clays of medium to high plasticity
Highly Organic Soils
PT
Peat, muck, and other highly organic soils
Prefix: G = Gravel, S = Sand, M = Silt, C = Clay, O = Organic
Suffix: W = Well Graded, P = Poorly Graded, M = Silty, L = Clay, LL < 50%, H = Clay, LL > 50%
EXHIBIT H
TOTAL DEVELOPMENT COSTS
I-1
EL185-70-769416.v7
B C F G H
Item Furnished By
1 Sources Budgeted Uses Actual Uses
2 Excavating/GradingExcavating/Grading Excavating $ $ 1,062,800.00
3 Concrete Work Kopp Concrete $ - $ 300,000.00
4
Footings/Foundation
Included # 2
5
Floor/Steps/Sidewalk
Included # 2
6
lCurbing
riveway
Omann Bros
$
$ 45,289.00
$
$
$
$
$
$
$
$
$
$
$
$ 76,840.00
$
$
$
$
$
$
$
$
$
$ 379,238.00
$
$
$
$ 75,000.00
S 14.863_00
$ 60,000.00
$ 96,600.00
$ 55,000.00
$ 15,000.00
$ 8,000.00
$ 350,000.00
$ 32,000.00
$ 900,000.00
$ 153,829.00
$ 90,000.00
$ 50,000.00
$ 79,920.00
$ 12,000.00
$ 50,000.00
$ 65,000.00
$ 80,682.00
$ 325,000.00
$ 225,000.00
$ 150,000.00
$ 33,800.00
$ 15,000.00
$ 120,000.00
$ 700,000.00
$ 385,000.00
$ 75,000.00
$ 7,500.00
$ 4,558.00
$ 19,150.00
$ 16,691.16
$ 110,000.00
S 35.000.00
Lone Cultured
later/Sewer
Included 91
andsca in
Combined -see Bid
feel Doors
TCH
ake Building
Bogart Pederson
ar entr Labor
Crete
KMAC
umber/Trusses
Hall
umber
Included # 15
Cillwork
? Price
abinets
Brenn
ounter Tops
Tops Plus
iterior Trim Labor
loser Shelving
Commercial Closet
Systems
Tindows
Matthew Hall
ardware
Wheeler Hardware
oofing
ABC Supply Co.
russes
Included # 15
larble Vanity Tops
included 919
aping/Hanging
Otto Drywall
idin Mat/Labor
Quad City
ire Protection
Drinkler
Express
ire Proofing Steel
Evergreen Wall Systems
coustical Ceiling
St. Cloud Acoustics
isulation
Evergreen Wall Systems
lumbin
VAC
inc 933
lectrical Wiring
Bertram
creen Enclosures
Screen Pro
ailings
Als Omimental
-hlage multi reader
Safe Security
V/Data Phone
Safe Guard Security
ow Volt Fire alarm
Safe Guard Security
aintin /Decoratin
10 PT Painting
lass/Mirrors/Doors
East Side Glass
Sworn Construction
Page 1
B
C
F
G H
43
Garage Doors
Heartland Doors, Inc.
$ - $ 12,000.00
$ 152,584.00 $ 214,123.00
$ $ 97,000.00
$ $ 10,000.00
$ 6,542.00 $ 5,500.00
$ $ 225,000.00
$ $ 7,000.00
$ $ 12,000.00
$ 15,746.00 $ 10,000.00
$ 3,000.00 $ 7,500.00
1 $ 175,000.00
$ $ 450,000.00
$ 30,000.00
$ 769.103.00 $ 6.93T653.16
44
Flooring
Multiple Vendors
45
Elevator
SchindlerElevator
46
Bath Accessories
Jackson Hills Luxury
Suites
47
Mail Boxes
Bucaro Distrubutors
48
Appliances
Appliance Smart
49
Cultured
marbletops&window
Isills
Brenn
50
IWiridowBlids
Light F/X
51
�Video/Securitffideo
Protections Services
52
InteriorD6cor
Ashley St. Cloud
53
Steel Fabrication
sews so-aaaral Fzbricem
54
General Contracting
$
55
Steel Erecting
A.M.E.
56
Total Cost
Conditions
60 Final Cleanup
Temp Electric & Gas
61 cent
62 Const Material Testine IITT
Con
$ $ 15,000.00
$ $ 10,000.00
$ $ 6,800.00
$ $ 15,000.00
$ $ 2,900.00
$ $ 7,000.00
$ 4,325.00 $ 5,000.00
$ $ 6,191.00
$ 7,985.00 $ 15,000.00
$ $ 20,000.00
$ $ 125,000.00
_-point
Sanitation
s Properties, Inc
Trailer Sales
rolls x�a�ea scares
s Repair
LLC
$
70
$ -
71
Total General
12310.00
Conditions
72
73
Soft Cost
$
Check Commercial
sarrha —1..wa
of Elk River
7
$15,000.00
$10,000.00
$1,500.00
$200, 800.00
$10,000.00
.00 $75,825.00
�s nnn nn
Sworn Construction
Page 2
B
C
F
G H
81
W—ConneoeonCharge
$3500x4O
$140,000.00
$ 336,120.00 $15,320.00
$ $1,500.00
$ 10,000.00 $10,000.00
$ 6,985.00 $6,985.00
$ $65,000.00
$ 54,896.00 $175,000.00
$ 120 000.00 $3,000.00
$ 17,000.00 $4,000.00
$15,000.00
$ $1,500.00
$ $300,000.00
$ - $400,000.00
82
Wac
383x40
83
Environmental
Assessment
Bogart Pederson
84
Legal
85
Soil Boring/TestingBoring/Tesfing
86
lClosing Cost
87
Interim Financing
Jackson Hills Residential S.A.,
t,t,c
88
IMisc Expenses
Briggs Properties, Inc
$ 120,000.00
89
IWater Meter
90
lElectrical Connection
Elk River Municipalities
91
Storm Sewer
Inspection
Stark Engineering
92
IDevelopers Fee
$ 103,448.28
93
Land
$ 400,000.00
94
1 $ 450,000.00
95
Testiniz
ITT
$ $20,000.00
$ 250,000.00 $250,000.00
96
Contingency
Multiple vendors
97
Total
$ L320.826.00 $L725A30.00
Sworn Construction
Page 3
EXHIBIT I
DESIGN DRAWINGS
[INSERT]
I-2
EL185-70-769416.d7
0
PROJECT TITLE
JACKSON HILLS RESIDENTIAL SUITES
(44-U nit Apartment Building with Indoor Parking)
726 6th Street
Elk River MN 55330
COOF SUMMARY
EXHIBIT J
SITE PLAN
PARKING REQUIREMENTS SHEET INDEX 1.
,2 ma
CODE SUMMARY [—.irdy
UNIT COUNT
U
MT.
=
I
GENERAL REQUIREMENTS
RIM
217 7
PROJECT TEAM
t nt.
RENDERING
EF—T,-1
—I,
m
us
EL185-70-769416.v7
J-1
F
EL185-70-769416.d7
J-2
45- bakertitty
MUNICIPAL ADVISORS
Memo for Review
To: Members of the City Council of the City of Elk River
Brent O'Neil, City of Elk River
From: Mikaela Huot, Director
Date: April 4, 2022
Subject: TIF Assistance Agreement for TIF District No. 28 (Jackson Hills Phase II
Executive Summary
The City of Elk River received an application from The Briggs Company (the developer) for financial assistance
through Tax Increment Financing (TIF) to assist with financing the construction of Jackson Hills Phase II, a
proposed new 44-unit affordable housing development. The request in the application was for 90% of the
incremental revenues for the maximum term allowable by City policy of 15 years. The application listed the
anticipated sources and uses of funds, including extraordinary costs related to site development and soils
corrections work, in the range of $760,000-$850,000. The developer indicated in the request for assistance that
the project would be unable to proceed without City financial assistance due to inability of the project to support
the extraordinary costs. Since submitting the original application, the developer has done some additional due
diligence on the property to obtain updated cost estimates resulting in an increase for soils correction costs to
total more than $1.0 million.
Baker Tilly was retained by the City to perform financial review of the development financials including project
costs and operating cash flow pro forma as provided by the developer is to assist the City with making a
determination 1) if the project as proposed would be unlikely to proceed "but -for" the requested Tax Increment
Financing (TIF) assistance, and 2) if assistance was necessary, to determine the appropriate amount and
terms, if any, of public assistance. Prior to establishing a tax increment financing district, there are findings that
need to be made by the City that include: 1) determination that the project qualifies as a TIF district and 2)
determination that the project as proposed would not proceed without public assistance (meeting the "but -for'
test). When reviewing requests for financial assistance it is important to understand how the level of financial
assistance would impact the ability of the project to proceed as proposed and maximize new value created on
the current project site.
The project financing includes a provision and need for 15 years of tax increment assistance as an additional
source of revenue to repay the developer's private debt obligation. Based on current tax increment projections,
as further described in this memo in Table 2 on page 3, it is estimated to take approximately 15 years of
increment collections to fulfil the request. The applicant would finance the total development costs of $8.5
million (further described in Table 1 on page 2) upfront with debt and equity and would be reimbursed for a
portion of those costs on an annual basis using future tax increment revenues.
Project Summary and Qualifications
The project is proposed to include the construction of 44 residential apartment buildings comprising of studio, 1,
2- and 3-bedroom units with separate garages. In order to qualify for inclusion within a housing TIF district, one
of the two following income qualifications need to be met by the residents:
• at least 20% of the units must be occupied by persons or families at 50% area median income or
• at least 40% of the units must be occupied by persons or families at 60% area median income.
The project as proposed would provide for at least 20% of the units being occupied and affordable to persons at
50% area median income. The applicant would need to annually certify the project qualifies for the duration of
the TIF district. This income requirement would allow for the establishment of a Tax Increment Financing
Housing District.
Applicant Request for Assistance
The developer has requested tax increment assistance from the City to provide additional revenues to support
financing of extraordinary costs on the site. The request is for 90% of incremental revenues for up to 15 years
related to the site development and soils corrections, with an estimated cost of $1,062,800. The sources and
uses for the project are included in Table 1 below. Typical extraordinary development costs that cannot be
supported solely by the project alone could justify the need for public financial assistance and allow the project
to proceed as proposed to provide appropriate upfront funding and meet the minimum debt coverage
requirements. The applicant has indicated the receipt of City financial assistance is necessary for the project to
proceed.
Table 1: Sources and Uses of Funds
Sources
Amount
Uses
Amount
First Mortgage
$6,000,000
Acquisition (2)
$400,000
Equity
$2,190,974
Site Development
$1,062,800
Deferred Developer Fee
$300,000
Construction
$5,874,853
Land
$400,000
General Conditions
$227,891
TIF
Developer Fee
$300,000
Soft Costs
$775,430
Contingency
$250,000
Total
$8,890,974
Total
i $8,890,974
Tax increment financing has been requested as pay-as-you-go and would not be an upfront funding
source
(2) Acquisition price includes entire 6.64-acre site.
Project Financing
There are generally two ways in which assistance can be provided for most projects, either upfront or on a pay-
as-you-go basis. With upfront financing, the City would finance a portion of the applicant's initial project costs
through the issuance of bonds or as an internal loan. Future tax increment would be collected by the City and
used to pay debt service on the bonds or repayment of the internal loan. With pay-as-you-go financing, the
applicant would finance all project costs upfront and would be reimbursed over time for a portion of those costs
as revenues are available.
Pay -as -you -go -financing is generally more acceptable than upfront financing for the City because it shifts the
risk for repayment to the applicant. If tax increment revenues are less than originally projected, the applicant
receives less and therefore bears the risk of not being reimbursed the full amount of their financing. However,
in some cases pay as you go financing may not be financially feasible. With bonds, the City would still need to
make debt service payments and would have to use other sources to fill any shortfall of tax increment revenues.
With internal financing, the City reimburses the loan with future revenue collections and may risk not repaying
itself in full if tax increment revenues are not sufficient. The project financing as requested includes pay-as-you-
go for reimbursement of eligible costs.
Tax Increment Revenue Estimates
• Total existing value of $233,700 (as of January 1, 2021)
o Parcel ID: 755-134-2305
• Estimated total market value upon completion
o $6,300,000 (44 new units at $143,182/unit
• Classification for all units as residential rental (1.25% class rate)
• Incremental value based on difference between existing and new land/building value
• Construction commences in 2022 and is completed in 2023
o Project values 100% complete for assess 2024 and taxes payable 2025
0 Election to delay first increment by up to 4 years
• Net present value (discount) rate of 4%
• 1 % annual market value inflation
Table 2: Tax Increment Revenue Estimates
Existing `Base' Value
$233,700
Estimated Total Taxable Value
$6,300,000
Estimated Annual Increment (full buildout 2025)
$94,995
Estimated Total Gross Increment
$1,588,062
Estimated City Retainage (10%)
$158,806
Estimated Total Net Increment (90%)
$1,429,256
Estimated Present Value at 4%
$968,000
Conclusion
The applicant has requested financial assistance related to construction of 44 units of apartment units, of which
20% would be affordable to occupants with incomes no greater than 50% area median income. Significant site
development and soils corrections costs have been identified as necessary to allow for development of the
property. Through submission of the tax increment financing application and supporting financial information,
the developer has indicated that the project would not occur as proposed without financial assistance from the
City due to below market rates of return.
Based on financial analysis of the provided assumptions, without financial assistance, the project does not
appear to be feasible. Without assistance, the projected annual and cumulative rate of returns and debt
coverage ratios are well below industry standards for this type of project. With financial assistance from the City
through tax increment financing, the project performance is projected to improve and may be closer to
achieving desirable returns and required coverage ratios, as needed to obtain debt financing and equity
investment. The financial analysis indicates that the project is not expected to be viable without one or more of
the following: 1) reduction in project costs 2) additional annual cash flow, and/or 3) additional upfront funding
sources. Tax increment from the City would provide additional cash flow to the project over a maximum 15-
year period. We recommend the City consider certain parameters when determining what an appropriate level
of public assistance may be for a project that generally includes the following:
• Public return on investment
• City policy guidelines
• Purchase price and other development costs
• Public to private investment
• Public assistance (TIF) and private equity
• Extraordinary costs
• Financial gap
• Term of collection (district)
• Other necessary public improvements
The developer has requested 15 years of tax increment financing from the City to provide additional cash flow
revenues that would be required to achieve financial feasibility. The City Council adopted the TIF Plan for the
TIF District on January 3, 2022. The budget as approved within the TIF Plan included projected total revenues
and estimated public costs of $1,588,062 that could support the developer's request of financing extraordinary
site development and soils corrections costs of $968,000 with interest at 4%. The TIF Development Assistance
Agreement between the City of Elk River and Jackson Street Apartments, LLC includes the provisions of
granting tax increment assistance for the project, based on the TIF Plan budget maximum of $968,000 plus
interest for a not -to -exceed maximum amount of tax increments of $1,588,062 for a qualifying project that
meets the requirements of a housing TIF District.
Thank you for the opportunity to be of assistance to the City of Elk River. Please contact me at 651.368.2533
or Mikaela.huot bakertily.com with any questions or comments.