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06-21-16 Planning Comm Agenda (Special Mtg) CITY OF SHOREWOOD COUNCIL CHAMBERS PLANNING COMMISSION MEETING 5755 COUNTRY CLUB ROAD TUESDAY, 21 JUNE 2016 7:00 P.M. A G E N D A CALL TO ORDER ROLL CALL / (LIAISON) SCHEDULE DAVIS (Aug) ______ RIEDEL (Jul/Dec) ______ MADDY (Oct) ______ BEAN (Nov) ______ JOHNSON (Sep) ______ APPROVAL OF AGENDA APPROVAL OF MINUTES SPECIAL MEETING 1. DISCUSSION REGARDING TAX INCREMENT FINANCE (T.I.F.) DISTRICT FOR OPPIDAN’S SHOREWOOD SENIOR LIVING 2. MATTERS FROM THE FLOOR 3. OLD BUSINESS / NEW BUSINESS 4. DRAFT NEXT MEETING AGENDA 5. REPORTS Liaison to Council  SLUC  Other  6. ADJOURNMENT CITY OF SHOREWOOD 5755 COUNTRY CLUB ROAD a SHOREWOOD, MINNESOTA 55331 -8927 ® (952) 960 -7900 FAX (952) 474 -0128 e www.d.shorewood.mmus • cityhaII @ci.shorewood.mn.us MEMORANDUM TO: Planning Commission, Mayor and City Council FROM: Bruce DeJong DATE: 21 June 2016 RE: Oppidan — Senior Housing Tax Increment Financing (TIF) District FILE NO. 405(15.17) BACKGROUND Oppidan Investment Company has arranged to purchase three properties at 6020 and 6050 Chaska Road, and 23075 State Highway? on which they propose to develop a senior housing project. The existing properties have been inspected by LHB and found to be blighted according to statutory definitions. The site also has some drawbacks in terms of materials on the lots, soil conditions, lack of setback space, and no access to city water. The method chosen to help address these deficiencies is through a TIF district financing mechanism. The three properties qualify for the redevelopment designation of a TIF district which provides the most flexibility for expenditures and repayment time frame. The maximum length of a redevelopment TIF district is 25 years from first receipt of increment. Staff does not expect this district will last that long based on currently available information. There are statutory rules that must be followed to approve a TIF District. According to Minnesota Statutes, Section 469.126 and Section 469.175, Subdivision 3, the Planning Commission is required to review the Redevelopment Plan and TIF Plan and find it in conformity to the general plan for the development or redevelopment of the City as a whole. This finding does not address any of the financial aspects of the TIF Plan - only that it is not in conflict with adopted development guidelines of the city. ANALYSIS/RECOMMENDATION With the previous approvals granted by the Planning Commission for this project, it should not be hard to find the.plans in compliance with general development guidelines. The requested text amendments and rezoning were approved at previous meetings of the Planning Commission. 0 ®410 PRINTED ON RECYCLED PAPER Memorandum Re: Oppidan Zoning Text Amendment 21 June 2016 Staff recommends that the Planning Commission adopt the enclosed resolution as presented. Attachments: Resolution Redevelopment Plan TIF Plan Cc: Bill Joyner Tim Keane Shannon Rusk -2- RESOLUTION OF THE PLANNING COMMISSION FINDING THE ESTABLISHMENT OF THE REDEVELOPMENT PLAN FOR REDEVELOPMENT DISTRICT NO. 2 AND THE TAX INCREMENT FINANCING PLAN FOR TAX INCREMENT FINANCING (REDEVELOPMENT) DISTRICT NO. 2 CONFORM TO THE CITY PLANS FOR DEVELOPMENT OR REDEVELOPMENT OF THE CITY AS A WHOLE WHEREAS, the City of Shorewood, Minnesota (the "City"), has prepared a Redevelopment Plan for Redevelopment Project Area No. 2, (the "Redevelopment Plan") and a Tax Increment Financing Plan (the "TIF Plan") for Tax Increment Financing (Redevelopment) District No. 2 therein and has submitted the Redevelopment Plan and the TIF Plan to the City Planning Commission pursuant to Minnesota Statutes, Section 469.126 and Section 469.175, Subdivision 3, and WHEREAS, the Planning Commission has reviewed said Redevelopment Plan and TIF Plan to determine their conformity to the general plan for the development or redevelopment of the City as a whole; and WHEREAS, the Planning Commission is in agreement with the Redevelopment Plan and TIF Plan. NOW, THEREFORE, BE IT RESOLVED by the Planning Commission that the proposed Redevelopment Plan and TIF Plan conform to the general plan for the development or redevelopment of the City as a whole and the Planning Commission recommends the Redevelopment Plan and TIF Plan to the City Council of the City of Shorewood for its approval. st Approved by the Planning Commission of the City of Shorewood, this 21 day of June, 2016. _________________________________ Chair Planning Commission of the City of Shorewood City of Shorewood, Minnesota Shorewood Economic Development Authority Redevelopment Plan for Redevelopment Project Area No. 2 Draft Dated: June 17, 2016 Public Hearing Scheduled: July 14, 2016 Anticipated Approval: July 14, 2016 Prepared by: SPRINGSTED INCORPORATED 380 Jackson Street, Suite 300 St. Paul, MN 55101-2887 (651) 223-3000 WWW.SPRINGSTED.COM TABLE OF CONTENTS SectionPage(s) A Definitions ........................................................................................................................ 1 B Statutory Authorization ..................................................................................................... 1 C Statement of Need and Public Purpose ........................................................................... 2 D Statement of Objectives ................................................................................................... 2 E Boundaries of the Project Area ......................................................................................... 3 F Property Acquisition ...................................................................................................... 3 G Payment of Public Costs .................................................................................................. 3 H Environmental Controls; Land Use Regulations ............................................................... 3 I Park and open Space to be Created ................................................................................ 3 J Property Acquisition and Proposed Reuse ....................................................................... 3 K Administration and Maintenance ...................................................................................... 4 L Relocation .................................................................................................................... 4 M Amendments .................................................................................................................... 4 Map of the ProjectArea ...................................................................................................................... EXHIBIT I Shorewood Economic Development Authority and City of Shorewood, Minnesota Section A Definitions The terms defined in this section have the meanings given herein, unless the context in which they are used indicates a different meaning: "Authority" means the Shorewood Economic Development Authority. "City" means the City of Shorewood, Minnesota, a municipal corporation and political subdivision of the State of Minnesota. "City Council" means the City Council of the City. "County" means Hennepin County County, Minnesota. "Governing Body" means the Board of Commissioners of the Authority. "HRA Act" means the Minnesota Municipal Housing and Redevelopment Act, Minnesota Statutes, Sections 469.001 through 469.047, both inclusive. "Land Use Regulations" means all federal, state and local laws, rules, regulations, ordinances and plans relating to or governing the use or development of land in the Project Area, including but not limited to environmental, platting, zoning and building code laws, regulations and ordinances. "Project Area" means the geographic area of Redevelopment Project Area No. 2. "Public Costs" means the costs of land acquisition, public and site improvements, repayment of debt service on tax increment bonds, and other eligible costs as set forth in the Redevelopment Plan and Tax Increment Financing Plan(s). "Redevelopment Plan" means the Redevelopment Plan for the Project Area. "State" means the State of Minnesota. "TIF Act" means Minnesota Statutes, Sections 469.174 through 469.1794, both inclusive. "TIF District" means any tax increment financing district presently established or to be established in the future in the Project Area. "TIF Plan" means the respective tax increment financing plan for each TIF district located within the Project Area. Section B Statutory Authorization The HRA Act authorizes the Authority to exercise all the powers relating to a housing and redevelopment authority granted under Minnesota Statutes, Sections 469.001 to 469.047, or other law. It is the intention of the Governing Body, notwithstanding the enumeration of specific goals and objectives in the Redevelopment Plan, that the Authority shall have and enjoy with respect to the Project Area the full range of powers and duties conferred upon the Authority pursuant to the HRA Act, the TIF Act, municipal housing and redevelopment authority laws, and such other legal authority as the Authority may have or enjoy from time to time. SPRINGSTED Page 1 Shorewood Economic Development Authority and City of Shorewood, Minnesota Section C Statement of Need and Public Purpose The Authority finds that there is a need for development within the City and the Project Area in order to provide employment and housing opportunities, to improve the local tax base, and to improve the general economy of the City and the State. The economic security of the people in the City depends upon proper development of property that meets any one of a number of conditions, including properties whose values are too low to pay for the public services required or rendered and properties whose lack of use or improper use has resulted in stagnant or unproductive land that could otherwise contribute to the public health, safety, and welfare. The Authority finds that in many cases such property cannot be developed without public participation and assistance in various forms including property acquisition and/or write-down, proper planning, the financing of development costs associated with clearance, grading and soils correction, and the making of various other public and private improvements necessary for development. In cases where the development of property cannot be done by private enterprise alone, the Authority believes it to be in the public interest to consider the exercise of its powers, to advance and spend public money, and to provide the means and impetus for such development. The Authority finds that in certain cases property within the Project Area would or may not be available for development without the specific financial aid to be sought, that the Redevelopment Plan will afford maximum opportunity, consistent with the needs of the City as a whole, for the development of the Project Area by private enterprise, and that the Redevelopment Plan conforms to the general plan for the development of the City as a whole. Section D Statement of Objectives The Authority seeks to achieve one or more of the following objectives with respect to the Project Area, as the Authority may deem appropriate and necessary. (1) To promote and secure the prompt development of property within the Project Area, such property which is not now in its most productive use, in a manner consistent with the Comprehensive Plan of the City, thus realizing Comprehensive Plan, land use, and tax base goals. (2) To assist development in the Project Area through the acquisition or write-down of certain interests in property which is not now in productive use or in its highest and best use, to make or defray the cost of soil corrections or site improvements on said property, and to construct or reimburse for the construction of public improvements and other facilities on or for the benefit of said property, thereby promoting and securing the development of other land within the Project Area. (3) To secure the increase and availability of rental housing property for individuals and families of low to moderate income within the Project Area. (4) To secure the increase of industrial and commercial property subject to taxation within the Project Area. (5) To promote and secure additional employment opportunities within the City and to prevent the loss of existing employment opportunities, thereby preventing the loss of valuable human resources. (6) To provide funding for an ongoing development strategy and to prioritize the use of available resources. (7) To implement and revise from time to time, as may be deemed necessary or desirable, a consolidated and unified Redevelopment Plan and to finance the associated development costs on an area-wide basis. SPRINGSTED Page 2 Shorewood Economic Development Authority and City of Shorewood, Minnesota (8) To employ any of the powers of the Authority for the benefit of the Project Area in such cases and upon such terms as the Authority may deem appropriate. (9) To construct or acquire facilities deemed desirable for the development of the Project Area. Section E Boundaries of the Project Area The property within the City which constitutes the Project Area includes the property as illustrated on the map attached as Exhibit I. The City reserves the right to expand the boundaries of the Project Area in the future. Section F Property Acquisition The Authority may acquire property, or appropriate interest therein, within the Project Area as it deems necessary or desirable to assist in the implementation of the Redevelopment Plan. Section G Payment of Public Costs It is anticipated that the Public Costs of the Project Area will be paid primarily from tax increments or proceeds of tax increment bonds. Such costs are identified in the TIF Plan(s) for the corresponding TIF District(s) located within the Project Area. The Authority reserves the right to use other sources of revenue legally applicable to the Project Area to pay for such Public Costs including, but not limited to, special assessments, federal or state funds, and investment income. Section H Environmental Controls; Land Use Regulations All authority actions, public improvements and private development shall be carried out in a manner consistent with existing environmental controls and all applicable Land Use Regulations. Section I Park and Open Space to be Created Park and open space created within the Project Area will be done so in accordance with the zoning and platting ordinances of the City. Section J Property Acquisition and Proposed Reuse The Redevelopment Plan contemplates that the Authority may acquire property and reconvey the same to another entity. Prior to formal consideration of the acquisition of any property, the Governing Body will require the execution of a binding development agreement with respect thereto and evidence that tax increments or other funds will be available to repay the Public Costs associated with the proposed acquisition. It is the intent of the Authority to negotiate the acquisition of property whenever possible. Appropriate restrictions regarding the reuse and redevelopment of property shall be incorporated into any development agreement to which the Authority is a party. SPRINGSTED Page 3 Shorewood Economic Development Authority and City of Shorewood, Minnesota Section K Administration and Maintenance Maintenance and operation of the Project Area will be the responsibility of the City Administrator who shall serve as administrator of the Project Area. Each year the administrator will submit to the Governing Body the maintenance and operation budget for the following year. The administrator will administer the Redevelopment Plan pursuant to the provisions of the HRA Act; provided, however, that such powers may only be exercised at the direction of the Governing Body. No action taken by the administrator pursuant to the above-mentioned powers shall be effective without authorization by the Governing Body. Section L Relocation Any person or business that is displaced as a result of the Redevelopment Plan will be relocated in accordance with the provisions of the HRA Act and other applicable state law. Section M Amendments The Authority reserves the right to alter and amend the Redevelopment Plan subject to the provisions of state law regulating such action. SPRINGSTED Page 4 Exhibit I Map of Redevelopment Project Area No. 2 City of Shorewood, Minnesota Shorewood Economic Development Authority Tax Increment Financing Plan for Tax Increment Financing (Redevelopment) District No. 2 Within Redevelopment Project Area No. 2 (Oppidan Senior Housing Project) Draft Dated: June 14, 2016 Public Hearing Scheduled: July 14, 2016 Anticipated Approval: July 14, 2016 Prepared by: SPRINGSTED INCORPORATED 380 Jackson Street, Suite 300 St. Paul, MN 55101-2887 (651) 223-3000 WWW.SPRINGSTED.COM TABLE OF CONTENTS SectionPage(s) Definitions .............................................................................................................................................................. 1 A. Statutory Authorization .......................................................................................................................................... 1 B. Statement of Need and Public Purpose ................................................................................................................. 1 C. Statement of Objectives ........................................................................................................................................ 1 D. Designation of Tax Increment Financing District as a Redevelopment District ...................................................... 1 E. Duration of the TIF District ..................................................................................................................................... 3 F. Property to be Included in the TIF District.............................................................................................................. 3 G. Property to be Acquired in the TIF District ............................................................................................................. 3 H. Specific Development Expected to Occur Within the TIF District .......................................................................... 4 I. Findings and Need for Tax IncrementFinancing ................................................................................................... 4 J. Estimated Public Costs .......................................................................................................................................... 6 K. Estimated Sources of Revenue ............................................................................................................................. 6 L. Estimated Amount of Bonded Indebtedness .......................................................................................................... 7 M. Original Net Tax Capacity ...................................................................................................................................... 7 N. Original Local Tax Rate ......................................................................................................................................... 7 O. Projected Retained Captured Net Tax Capacity and Projected Tax Increment ..................................................... 8 P. Use of Tax Increment ............................................................................................................................................ 8 Q. Excess Tax Increment ........................................................................................................................................... 9 R. Tax Increment Pooling and the Five Year Rule ..................................................................................................... 9 S. Limitation on Administrative Expenses ................................................................................................................ 10 T. Limitation on Property Not Subject to Improvements - Four Year Rule ............................................................... 10 U. Estimated Impact on Other Taxing Jurisdictions .................................................................................................. 11 V. Prior Planned Improvements ............................................................................................................................... 11 W. DevelopmentAgreements ................................................................................................................................... 11 X. Assessment Agreements ..................................................................................................................................... 12 Y. Modifications of the Tax Increment FinancingPlan ............................................................................................. 12 Z. Administration of the Tax Increment FinancingPlan............................................................................................ 12 AA. . Filing TIF Plan, Financial Reporting and Disclosure Requirements ..................................................................... 13 AB Map of the Tax Increment Financing District and Development District .................................................. EXHIBIT I Assumptions Report ............................................................................................................................... EXHIBIT II Projected Tax IncrementReport ............................................................................................................ EXHIBIT III Estimated Impact on Other Taxing Jurisdictions Report ........................................................................EXHIBIT IV Market Value Analysis Report ................................................................................................................EXHIBIT V Shorewood Economic Development Authority and City of Shorewood, Minnesota Section A Definitions The terms defined in this section have the meanings given herein, unless the context in which they are used indicates a different meaning: "Authority" means Economic Development Authority of the City Shorewood, Minnesota. "City" means the City of Shorewood, Minnesota; also referred to as a "Municipality". "City Council" means the City Council of the City; also referred to as the "Governing Body". "County" means Hennepin County, Minnesota "Project Area" means the geographic area of the Redevelopment Project. "Redevelopment Project" means the Redevelopment Project Area in the City, which is described in the corresponding Redevelopment Plan. "Redevelopment Plan" means the Redevelopment Plan for the Redevelopment Project. "EDA" means Shorewood Economic Development Authority. "School District" means Independent School District No. 276, Minnesota. "State" means the State of Minnesota. "TIF Act" means Minnesota Statutes, Sections 469.174 through 469.1794, both inclusive. "TIF District" means Tax Increment Financing (Redevelopment) District No. 2. "TIF Plan" means the tax increment financing plan for the TIF District (this document). Section B Statutory Authorization See the Redevelopment Plan for the Redevelopment Project Area. Section C Statement of Need and Public Purpose See the Redevelopment Plan for the Redevelopment Project Area. Section D Statement of Objectives See the Redevelopment Plan for the Redevelopment Project Area. Section E Designation of Tax Increment Financing District as a Redevelopment District Redevelopment districts are a type of tax increment financing district in which one or more of the following conditions exists and is reasonably distributed throughout the district: (1) parcels comprising at least 70% of the area of the district are occupied by buildings, streets, utilities, paved or gravel parking lots, or other similar structures and more than 50% of the buildings, not including SPRINGSTED Page 1 Shorewood Economic Development Authority and City of Shorewood, Minnesota outbuildings, are structurally substandard requiring substantial renovation or clearance. A parcel is deemed "occupied" if at least 15% of the area of the parcel contains buildings, streets, utilities, paved or gravel parking lots, or other similar structures. (2)the property consists of vacant, unused, underused, inappropriately used, or infrequently used railyards, rail storage facilities, or excessive or vacated railroad right-of-ways; or (3)tank facilities, or property whose immediately previous use was for tank facilities, as defined in section 115C.02, subdivision 15, if the tank facilities: (i)have or had a capacity of more than 1,000,000 gallons; (ii)are located adjacent to rail facilities; and (iii)have been removed or are unused, underused, inappropriately used, or infrequently used. For districts consisting of two more noncontiguous areas, each area must individually qualify under the provisions listed above, as well as the entire area must also qualify as a whole. The TIF District qualifies as a redevelopment district in that it meets all of the criteria listed in (1) above. The supporting facts and documentation for this determination will be retained by the City for the life of the TIF District and are available to the public upon request. An analysis was completed by LHB to make this determination. "Structurally substandard" is defined as buildings containing defects or deficiencies in structural elements, essential utilities and facilities, light and ventilation, fire protection (including egress), layout and condition of interior partitions, or similar factors. Generally, a building is not structurally substandard if it is in compliance with the building code applicable to a new building, or could be modified to satisfy the existing code at a cost of less than 15% of the cost of constructing a new structure of the same size and type. A city may not find that a building is structurally substandard without an interior inspection, unless it can not gain access to the property and there exists evidence which supports the structurally substandard finding. Such evidence includes recent fire or police inspections, on-site property tax appraisals or housing inspections, exterior evidence of deterioration, or other similar reliable evidence. Written documentation of the findings and reasons why an interior inspection was not conducted must be made and retained. A parcel is deemed to be occupied by a structurally substandard building if the following conditions are met: (1) the parcel was occupied by a substandard building within three years of the filing of the request for certification of the parcel as part of the district; (2)the demolition or removal of the substandard building was performed or financed by the City, or was performed by a developer under a development agreement with the City; (3)the City found by resolution before such demolition or removal occurred that the building was structurally substandard and that the City intended to include the parcel in the TIF district, and (4)the City notifies the county auditor that the original tax capacity of the parcel must be adjusted upon filing the request for certification of the tax capacity of the parcel as part of a district. In the case of (4) above, the County Auditor shall certify the original net tax capacity of the parcel to be the greater of (a) the current tax capacity of the parcel, or (b) a computed tax capacity of the parcel using the estimated market value of the parcel for the year in which the demolition or removal occurred, and the appropriate classification rate(s) for the current year. At least 90 percent of the tax increment from a redevelopment district must be used to finance the cost of correcting conditions that allow designation as a redevelopment district. These costs include, but are not limited to, acquiring properties containing structurally substandard buildings or improvements or hazardous substances, pollution, or contaminants, acquiring adjacent parcels necessary to provide a site of sufficient size to permit development, demolition and rehabilitation of structures, clearing of land, removal of hazardous substances or remediation SPRINGSTED Page 2 Shorewood Economic Development Authority and City of Shorewood, Minnesota necessary to develop the land, and installation of utilities, roads, sidewalks, and parking facilities for the site. The allocated administrative expenses of the City may be included in the qualifying costs. Section F Duration of the TIF District Redevelopment districts may remain in existence 25 years from the date of receipt by the City of the first tax increment. Modifications of this plan (see Section Z) shall not extend these limitations. Pursuant to Minnesota Statutes, Section 469.175, subd. 1(b), the City specifies 2019 as the first year in which it elects to receive tax increment from the TIF District, which is no later than four years following the year of approval of the TIF District. Thus, the City may collect increment from the district through December 31, 2044, and anticipates that the TIF District may be active for the maximum duration allowed (see Section P). However the City will decertify the TIF District as early as possible should the projected increment be received in a shorter time period than originally projected. All tax increments from taxes payable in the year the TIF District is decertified shall be paid to the City. Section G Property to be Included in the TIF District The TIF District comprises of 3 parcels containing substandard buildings to be demolished. The total area of the TIF district also includes adjacent streets and right-of-way located within the Project Area. A map showing the location of the TIF District is shown in Exhibit I. The boundaries and area encompassed by the TIF District are described below: Legal Description Parcel Numbe r THAT PART OF LOT 148 AND OF VAC WATER ST WHICH LIES SELY OF STATE HWY NO 7 AND NELY OF HWY NO 41 AND THAT PART OF FOL DESC TRACT WHICH LIES NLY OF SLY 129.45 FT THOF THAT PART OF LOT 175 34-117-23-43-0033 LYING NLY OF THE FOL DESC LINE COM AT A PT ON W LINE OF LOT 175 DIST 133.13 FT S OF NW COR THOF TH DEFLECT LEFT 68 DEG 15 MIN TO CTR LINE OF STATE HWY AND THERE TERMINATING EX HWY SLY 129.45 FT OF THAT PART OF LOT 175 LYING NLY OF FOL DESC LINE COM AT A PT ON W LINE OF LOT 175 DIST 133.13 FT S OF NW COR THOF TH 34-117-23-43-0034 DEFLECTING LEFT 68 DEG 15 MIN TO CTR LINE OF STATE HWY NO 41 AND THERE TERMINATE EX HWY THAT PART OF LOT 175 LYING SLY OF THE FOL DESC LINE COM AT A PT ON THE W LINE OF SAID LOT DIS 133.13 FT S OF NW COR THEREOF TH 34-117-23-43-0002 DEFLECTING LEFT 68 DEG 15 MIN TO THE CTR LINE OF STATE HWY NO 41 AND THERE TERMINATE EX HWY 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, as illustrated in the boundary map included in Exhibit I. Section H Property to be Acquired in the TIF District The City may acquire and sell any or all of the property located within the TIF District; however, the City does not anticipate acquiring any such property. SPRINGSTED Page 3 Shorewood Economic Development Authority and City of Shorewood, Minnesota Section I Specific Development Expected to Occur Within the TIF District The proposed project includes the redevelopment of property within the City that consists of blighted buildings that were found to be substandard and will be demolished. The developer is planning the new construction of an approximate 105 unit senior housing facility that will provide independent living, assisted living and memory care units for residents of the community and surrounding area. The City and developer have identified significant soil correction and public improvements associated with redevelopment of the project site that are deemed necessary for the project to proceed. The City anticipates providing financial assistance for the costs associated with redevelopment of the property and also to finance certain public improvements related to the development project. The City may also use available tax increment revenues to finance a portion of the eligible related administrative expenses. Demolition and subsequent construction of the new development on the project site is projected to start in late 2016. The project is expected to be fully constructed by December 31, 2017, and be 100% assess and on the tax rolls as of January 2, 2018 for taxes payable 2019. Section J Findings and Need for Tax Increment Financing In establishing the TIF District, the City makes the following findings: (1) The TIF District qualifies as a redevelopment district; The City hired LHB to inspect and evaluate the property within the proposed Tax Increment Financing District No. 2 to be established by the City. The purpose of the evaluation was to determine if the proposed district met the statutory requirements for coverage and if the buildings met the qualifications required for a Redevelopment District. A final report was prepared for the City to retain on file in City offices for public inspection. The report contains the details of the findings summarized below regarding the substandard qualifications: The TIF District consists of three parcels that are occupied so 100 percent of the area of the proposed TIF District is occupied (exceeding the 70 percent coverage test); 100 percent of the buildings in the proposed District contain code deficiencies exceeding the 15 percent threshold; at least 50 percent of the buildings are structurally substandard to a degree requiring substantial renovation or clearance, because of defects in structural elements or a combination of deficiencies in essential utilities and facilities, light and ventilation, fire protection including adequate egress, layout and condition of interior partitions, or similar factors which defects or deficiencies are of sufficient total significance to justify substantial renovation or clearance, exceeding the more than 50 percent substandard test; and The substandard buildings are reasonably distributed throughout the geographic area of the proposed TIF District. (2) The proposed redevelopment, in the opinion of the City, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future and the increased market value of the site that could reasonably be expected to occur without the use of tax increment financing would be less than the increase in the market value estimated to result from the proposed development after subtracting the present value of the projected tax increments for the maximum duration of the district permitted by the TIF Plan. SPRINGSTED Page 4 Shorewood Economic Development Authority and City of Shorewood, Minnesota Factual basis: Proposed development not expected to occur: The proposed project consists of the redevelopment of property within the City that consists of blighted properties that were found to be substandard and will be demolished following establishment of the district. The City and developer have identified significant soil correction and public improvements associated with redevelopment of the project site in conjunction with new development. The estimated total redevelopment costs, including the soil correction and public improvements, of this property make the total cost of this effort significantly higher than costs reasonably incurred for similar developments on a clean site. The City’s finding that the proposed redevelopment would be unlikely to occur solely through private investment within the reasonably foreseeable future is based on an analysis of the proforma and other materials submitted by the developer. As necessary, the City anticipates analyzing future developer’s proformas in detail to determine the minimal amount of assistance needed to compensate developers for extraordinary and allowable costs. No higher market value expected: If the proposed redevelopment did not go forward, for the same reasons described above, no significant alternative redevelopment of the proposed TIF area would occur. The former building was closed and vacated and since demolished, and it is highly unlikely that significant improvements would be made on the vacant property site without financial assistance. In short, there is no basis for expectation that the area would redevelop or be renovated in any significant way purely by private action without public subsidy. To summarize the basis for the City’s findings regarding alternative market value, in accordance with Minnesota Statutes, Section 469.175, Subd. 3(d), the City makes the following determinations: a. The City's estimate of the amount by which the market value of the site will increase without the use of tax increment financing is anywhere from $0 to some modest amount based on small scale renovation or redevelopment that could be possible without assistance; any estimated values would be too speculative to ascertain. b. If the proposed development to be assisted with tax increment occurs in the District, the total increase in market value would be approximately $20,847,224, including the value of the building (See Exhibit V). c. The present value of tax increments from the District for the maximum duration of the district permitted by the TIF Plan is estimated to be $3,053,857 (See Exhibit V). d. Even if some development other than the proposed development were to occur, the Council finds that no alternative would occur that would produce a market value increase greater than $17,793,367 (the amount in clause b less the amount in clause c) without tax increment assistance. (3) The TIF Plan will afford maximum opportunity, consistent with the sound needs of the City as a whole, for development of the Project Area by private enterprise. Factual basis: The anticipated redevelopment of the project site and any subsequent demolition, reconstruction, or renovation related to the project will remain consistent with the City’s design goals. (4) The TIF Plan conforms to general plans for development of the City as a whole. SPRINGSTED Page 5 Shorewood Economic Development Authority and City of Shorewood, Minnesota Factual basis: The City Planning Commission has determined that the development proposed in the TIF Plan conforms to the City comprehensive plan. Section K Estimated Public Costs The estimated public costs of the TIF District are listed below. Such costs are eligible for reimbursement from tax increments of the TIF District. Land/Building acquisition 0 Site improvement/preparation costs1,876,164 Utilities 1,015,044 Other public improvements(surplus)1,912,233 Interest expenses 1,652,734 dministrative expenses131,759 A Total 6,587,934 The City anticipates using tax increment to the extent available to finance site improvement/preparation costs, including soil correction, hazardous waste abatement, utilities and public improvement infrastructure costs, related administrative expenses, and other TIF-eligible expenditures as deemed necessary and related to redevelopment of the project site. The City reserves the right to administratively adjust the amount of any of the items listed above or to incorporate additional eligible items, so long as the total estimated public cost ($6,587,934) is not increased. The City also reserves the right to fund any of the identified costs with any other legally available revenues, but anticipates that such costs will be primarily financed with tax increments. Section L Estimated Sources of Revenue Tax Increment revenue 6,587,934 Interest on invested funds Bond proceeds Loan proceeds Grants Other Total 6,587,934 The City anticipates providing financial assistance on a pay-as-you-go basis for site improvement and infrastructure costs, as well as other TIF-eligible expenses related to the proposed development. As tax increments are collected from the TIF District in future years, a portion of these taxes will be used by the City to reimburse the developer/owner for public costs incurred (see Section K). The City also anticipates retaining the remaining increment to finance additional needed public improvement costs. The City reserves the right to finance any or all public costs of the TIF District using pay-as-you-go assistance, internal funding, general obligation or revenue debt, or any other financing mechanism authorized by law. The City also reserves the right to use other sources of revenue legally applicable to the Project Area to pay for such costs including, but not limited to, special assessments, utility revenues, federal or state funds, and investment income. SPRINGSTED Page 6 Shorewood Economic Development Authority and City of Shorewood, Minnesota Section M Estimated Amount of Bonded Indebtedness The maximum principal amount of bonds (as defined in the TIF Act) secured in whole or part with tax increment from the TIF District is $6,587,934. The City currently plans to finance the public improvements in the form of a pay-as-you go revenue note, but reserves the right to issue bonds in any form, including without limitation any interfund loan with interest not to exceed the maximum permitted under Section 469.178, subd. 7 of the TIF Act. Section N Original Net Tax Capacity The County Auditor shall certify the original net tax capacity of the TIF District. This value will be equal to the total net tax capacity of all property in the TIF District as certified by the State Commissioner of Revenue. For districts certified between January 1 and June 30, inclusive, this value is based on the previous assessment year. For districts certified between July 1 and December 31, inclusive, this value is based on the current assessment year. The Estimated Market Value of all property within the TIF District as of January 2, 2016, for taxes payable in 2017, is $985,000 and the estimated tax capacity is $12,880. Upon establishment off the district and subsequent reclassification the estimated original net tax capacity of the TIF District is expected to be $12,313. This assumes the property is reclassified from residential owner-occupied and commercial to residential rental. This value is also assumed to be the value of the property, including land and building, as of the date the substandard building occupied the parcel. Each year the County Auditor shall certify the amount that the original net tax capacity has increased or decreased as a result of: (1) changes in the tax-exempt status of property; (2) reductions or enlargements of the geographic area of the TIF District; (3) changes due to stipulation agreements or abatements; or (4) changes in property classification rates. Section O Original Local Tax Rate The County Auditor shall also certify the original local tax rate of the TIF District. This rate shall be the sum of all local tax rates that apply to property in the TIF District. This rate shall be for the same taxes payable year as the original net tax capacity. In future years, the amount of tax increment generated by the TIF District will be calculated using the lesser of (a) the sum of the current local tax rates at that time or (b) the original local tax rate of the TIF District. The sum of all local tax rates that apply to property in the TIF District, for taxes levied in 2016 and payable in 2017, is not available at the time off drafting of this document. The County Auditor shall certify the amount for taxes payable 2017 as the original tax capacity rate of the TIF District once available. For purposes of estimating the tax increment generated by the TIF District, the sum of the local tax rates for taxes levied in 2015 and payable in 2016, is 109.724% as shown below. SPRINGSTED Page 7 Shorewood Economic Development Authority and City of Shorewood, Minnesota 2015/2016 Taxing Jurisdiction Local Tax Rate City of Shorewood 30.227% Hennepin County 45.356% ISD #276 22.887% Other 11.254% Total 109.724% Section P Projected Retained Captured Net Tax Capacity and Projected Tax Increment The City anticipates that the redevelopment will be completed by December 31, 2017, creating a total tax capacity for TIF District No. 2 of $214,929 as of January 2, 2018. The captured tax capacity as of that date is estimated to be $202,617 and the first full year of increment is projected to be in $222,319 in taxes payable 2019. A complete schedule of estimated tax increment from the TIF District is shown in Exhibit IV. Each year the County Auditor shall determine the current net tax capacity of all property in the TIF District. To the extent that this total exceeds the original net tax capacity, the difference shall be known as the captured net tax capacity of the TIF District. The estimates shown in this TIF plan assume that residential rental class rates remain at 1.25% of the estimated market value, and assume 1% annual increases in market values. Each year the County Auditor shall determine the current net tax capacity of all property in the TIF District. To the extent that this total exceeds the original net tax capacity, the difference shall be known as the captured net tax capacity of the TIF District. The County Auditor shall certify to the City the amount of captured net tax capacity each year. The City may choose to retain any or all of this amount. It is the City's intention to retain 100% of the captured net tax capacity of the TIF District. Such amount shall be known as the retained captured net tax capacity of the TIF District. Exhibit II gives a listing of the various information and assumptions used in preparing a number of the exhibits contained in this TIF Plan, including Exhibit III which shows the projected tax increment generated over the anticipated life of the TIF District. Section Q Use of Tax Increment Each year the County Treasurer shall deduct 0.36% of the annual tax increment generated by the TIF District and pay such amount to the State's General Fund. Such amounts will be appropriated to the State Auditor for the cost of financial reporting and auditing of tax increment financing information throughout the state. Exhibit III shows the projected deduction for this purpose over the anticipated life of the TIF District. The City has determined that it will use 100% of the remaining tax increment generated by the TIF District for any of the following purposes: (1) pay for the estimated public costs of the TIF District (see Section K) and County administrative costs associated with the TIF District (see Section T); (2) pay principal and interest on tax increment bonds or other bonds issued to finance the estimated public costs of the TIF District; SPRINGSTED Page 8 Shorewood Economic Development Authority and City of Shorewood, Minnesota (3) accumulate a reserve securing the payment of tax increment bonds or other bonds issued to finance the estimated public costs of the TIF District; (4) pay all or a portion of the county road costs as may be required by the County Board under M.S. Section 469.175, Subdivision 1a; or (5) return excess tax increments to the County Auditor for redistribution to the City, County and School District. Tax increments from property located in one county must be expended for the direct and primary benefit of a project located within that county, unless both county boards involved waive this requirement. Tax increments shall not be used to circumvent levy limitations applicable to the City. Tax increment shall not be used to finance the acquisition, construction, renovation, operation, or maintenance of a building to be used primarily and regularly for conducting the business of a municipality, county, school district, or any other local unit of government or the State or federal government, or for a commons area used as a public park, or a facility used for social, recreational, or conference purposes. This prohibition does not apply to the construction or renovation of a parking structure or of a privately owned facility for conference purposes. If there exists any type of agreement or arrangement providing for the developer, or other beneficiary of assistance, to repay all or a portion of the assistance that was paid or financed with tax increments, such payments shall be subject to all of the restrictions imposed on the use of tax increments. Assistance includes sale of property at less than the cost of acquisition or fair market value, grants, ground or other leases at less then fair market rent, interest rate subsidies, utility service connections, roads, or other similar assistance that would otherwise be paid for by the developer or beneficiary. Section R Excess Tax Increment In any year in which the tax increments from the TIF District exceed the amount necessary to pay the estimated public costs authorized by the TIF Plan, the City shall use the excess tax increments to: (1) prepay any outstanding tax increment bonds; (2) discharge the pledge of tax increments thereof; (3) pay amounts into an escrow account dedicated to the payment of the tax increment bonds; or (4) return excess tax increments to the County Auditor for redistribution to the City, County and School District. The County Auditor must report to the Commissioner of Education the amount of any excess tax increment redistributed to the School District within 30 days of such redistribution. Section S Tax Increment Pooling and the Five Year Rule At least 75% of the tax increments from the TIF District must be expended on activities within the district or to pay for bonds used to finance the estimated public costs of the TIF District (see Section E for additional restrictions). No more than 25% of the tax increments may be spent on costs outside of the TIF District but within the boundaries of the Project Area, except to pay debt service on credit enhanced bonds. All administrative expenses are considered to have been spent outside of the TIF District. Tax increments are considered to have been spent within the TIF District if such amounts are: (1) actually paid to a third party for activities performed within the TIF District within five years after certification of the district; SPRINGSTED Page 9 Shorewood Economic Development Authority and City of Shorewood, Minnesota (2) used to pay bonds that were issued and sold to a third party, the proceeds of which are reasonably expected on the date of issuance to be spent within the later of the five-year period or a reasonable temporary period or are deposited in a reasonably required reserve or replacement fund. (3) used to make payments or reimbursements to a third party under binding contracts for activities performed within the TIF District, which were entered into within five years after certification of the district; or (4) used to reimburse a party for payment of eligible costs (including interest) incurred within five years from certification of the district. Beginning with the sixth year following certification of the TIF District, at least 75% of the tax increments must be used to pay outstanding bonds or make contractual payments obligated within the first five years. When outstanding bonds have been defeased and sufficient money has been set aside to pay for such contractual obligations, the TIF District must be decertified. The City anticipates that tax increments may be spent outside the TIF District (including allowable administrative expenses), and such expenditures are expressly authorized in this TIF Plan. Section T Limitation on Administrative Expenses Administrative expenses are defined as all costs of the City other than: (1) amounts paid for the purchase of land; (2)amounts paid for materials and services, including architectural and engineering services directly connected with the physical development of the real property in the project; (3)relocation benefits paid to, or services provided for, persons residing or businesses located in the project; (4)amounts used to pay principal or interest on, fund a reserve for, or sell at a discount bonds issued pursuant to section 469.178; or (5)amounts used to pay other financial obligations to the extent those obligations were used to finance costs described in clause (1) to (3). Administrative expenses include amounts paid for services provided by bond counsel, fiscal consultants, planning or economic development consultants, and actual costs incurred by the County in administering the TIF District. Tax increments may be used to pay administrative expenses of the TIF District up to the lesser of (a) 10% of the total tax increment expenditures authorized by the TIF Plan or (b) 10% of the total tax increments received by the TIF District. Section U Limitation on Property Not Subject to Improvements - Four Year Rule If after four years from certification of the TIF District no demolition, rehabilitation, renovation, or qualified improvement of an adjacent street has commenced on a parcel located within the TIF District, then that parcel shall be excluded from the TIF District and the original net tax capacity shall be adjusted accordingly. Qualified improvements of a street are limited to construction or opening of a new street, relocation of a street, or substantial reconstruction or rebuilding of an existing street. The City must submit to the County Auditor, by February 1 of the fifth year, evidence that the required activity has taken place for each parcel in the TIF District. If a parcel is excluded from the TIF District and the City or owner of the parcel subsequently commences any of the above activities, the City shall certify to the County Auditor that such activity has commenced and the parcel shall once again be included in the TIF District. The County Auditor shall certify the net tax capacity of the parcel, as most SPRINGSTED Page 10 Shorewood Economic Development Authority and City of Shorewood, Minnesota recently certified by the Commissioner of Revenue, and add such amount to the original net tax capacity of the TIF District. Section V Estimated Impact on Other Taxing Jurisdictions Exhibit IV shows the estimated impact on other taxing jurisdictions if the maximum projected retained captured net tax capacity of the TIF District was hypothetically available to the other taxing jurisdictions. The City believes that there will be no adverse impact on other taxing jurisdictions during the life of the TIF District, since the proposed development would not have occurred without the establishment of the TIF District and the provision of public assistance. A positive impact on other taxing jurisdictions will occur when the TIF District is decertified and the development therein becomes part of the general tax base. The fiscal and economic implications of the proposed tax increment financing district, as pursuant to Minnesota Statutes, Section 469.175, Subdivision 2, are listed below. 1.The total amount of tax increment that will be generated over the life of the district is estimated to be $6,611,738. 2.To the extent the project in TIF District No. 2 generates any public cost impacts on city-provided services such as police and fire protection, public infrastructure, and the impact of any general obligation tax increment bonds attributable to the district upon the ability to issue other debt for general fund purposes, such costs will be levied upon the taxable net tax capacity of the City, excluding that portion captured by the District. The City does not anticipate issuing general obligation tax increment bonds, but reserves the right to the use of internal financing, as necessary, to finance a portion of the project costs attributable to the District. 3.The amount of tax increments over the life of the district that would be attributable to school district levies, assuming the school district’s share of the total local tax rate for all taxing jurisdictions remained the same, is estimated to be $1,379,122. 4.The amount of tax increments over the life of the district that would be attributable to county levies, assuming the county’s share of the total local tax rate for all taxing jurisdictions remained the same is estimated to be $2,733,057. 5.No additional information has been requested by the county or school district that would enable it to determine additional costs that will accrue to it due to the development proposed for the district. Section W Prior Planned Improvements The City shall accompany its request for certification to the County Auditor (or notice of district enlargement), with a listing of all properties within the TIF District for which building permits have been issued during the 18 months immediately preceding approval of the TIF Plan. The County Auditor shall increase the original net tax capacity of the TIF District by the net tax capacity of each improvement for which a building permit was issued. There have been no building permits issued in the last 18 months in conjunction with any of the properties within the TIF District. Section X Development Agreements If within a project containing a redevelopment district, more than 25% of the acreage of the property to be acquired by the City is purchased with tax increment bonds proceeds (to which tax increment from the property is pledged), then SPRINGSTED Page 11 Shorewood Economic Development Authority and City of Shorewood, Minnesota prior to such acquisition, the City must enter into an agreement for the development of the property. Such agreement must provide recourse for the City should the development not be completed. The City anticipates entering into an agreement for development. The City does not anticipate acquiring any property directly in conjunction with redevelopment as proposed within the district. Section Y Assessment Agreements The City may, upon entering into a development agreement, also enter into an assessment agreement with the developer, which establishes a minimum market value of the land and improvements for each year during the life of the TIF District. The assessment agreement shall be presented to the County or City Assessor who shall review the plans and specifications for the improvements to be constructed, review the market value previously assigned to the land, and so long as the minimum market value contained in the assessment agreement appears to be an accurate estimate, shall certify the assessment agreement as reasonable. The assessment agreement shall be filed for record in the office of the County Recorder of each county where the property is located. Any modification or premature termination of this agreement must first be approved by the City, County and School District. The City does not anticipate entering into an assessment agreement. Section Z Modifications of the Tax Increment Financing Plan Any reduction or enlargement in the geographic area of the Project Area or the TIF District; a determination to capitalize interest on the debt if that determination was not part of the original TIF Plan, increase in the portion of the captured net tax capacity to be retained by the City; increase in the total estimated public costs; or designation of property to be acquired by the City shall be approved only after satisfying all the necessary requirements for approval of the original TIF Plan. This paragraph does not apply if: (1) the only modification is elimination of parcels from the TIF District; and (2) the current net tax capacity of the parcels eliminated equals or exceeds the net tax capacity of those parcels in the TIF District's original net tax capacity, or the City agrees that the TIF District's original net tax capacity will be reduced by no more than the current net tax capacity of the parcels eliminated. The City must notify the County Auditor of any modification that reduces or enlarges the geographic area of the TIF District. The geographic area of the TIF District may be reduced but not enlarged after five years following the date of certification. Section AA Administration of the Tax Increment Financing Plan Upon adoption of the TIF Plan, the City shall submit a copy of such plan to the Minnesota Department of Revenue and the Office of the State Auditor. The City shall also request that the County Auditor certify the original net tax capacity and net tax capacity rate of the TIF District. To assist the County Auditor in this process, the City shall submit copies of the TIF Plan, the resolution establishing the TIF District and adopting the TIF Plan, and a listing of any prior planned improvements. The City shall also send the County Assessor any assessment agreement establishing the minimum market value of land and improvements in the TIF District, and shall request that the County Assessor review and certify this assessment agreement as reasonable. The County shall distribute to the City the amount of tax increment as it becomes available. The amount of tax increment in any year represents the applicable property taxes generated by the retained captured net tax capacity of the TIF District. The amount of tax increment may change due to development anticipated by the TIF Plan, other SPRINGSTED Page 12 Shorewood Economic Development Authority and City of Shorewood, Minnesota development, inflation of property values, or changes in property classification rates or formulas. In administering and implementing the TIF Plan, the following actions should occur on an annual basis: (1) prior to July 1, the City shall notify the County Assessor of any new development that has occurred in the TIF District during the past year to insure that the new value will be recorded in a timely manner. (2) if the County Auditor receives the request for certification of a new TIF District, or for modification of an existing TIF District, before July 1, the request shall be recognized in determining local tax rates for the current and subsequent levy years. Requests received on or after July 1 shall be used to determine local tax rates in subsequent years. (3) each year the County Auditor shall certify the amount of the original net tax capacity of the TIF District. The amount certified shall reflect any changes that occur as a result of the following: (a) the value of property that changes from tax-exempt to taxable shall be added to the original net tax capacity of the TIF District. The reverse shall also apply; (b) the original net tax capacity may be modified by any approved enlargement or reduction of the TIF District; (c) if laws governing the classification of real property cause changes to the percentage of estimated market value to be applied for property tax purposes, then the resulting increase or decrease in net tax capacity shall be applied proportionately to the original net tax capacity and the retained captured net tax capacity of the TIF District. The County Auditor shall notify the City of all changes made to the original net tax capacity of the TIF District. Section AB Filing TIF Plan, Financial Reporting and Disclosure Requirements The City will file the TIF Plan, and any subsequent amendments thereto, with the Commissioner of Revenue and the Office of the State Auditor pursuant to Minnesota Statutes, Section 469.175, subdivision 4A. The City will comply with all reporting requirements for the TIF District under Minnesota Statutes, Section 469.175, subdivisions 5 and 6. SPRINGSTED Page 13 Exhibit I MAP OF PROPOSED TAX INCREMENT FINANCING (REDEVELOPMENT) DISTRICT NO. 2 SPRINGSTED Page 14 Exhibit I SPRINGSTED Page 15 Exhibit II Assumptions Report City of Shorewood, Minnesota Tax Increment Financing (Redevelopment) District No. 2 Oppidan proposed Senior Housing Draft TIF Plan Exhibits: EMV based on 105 units at $165k/unit Type of Tax Increment Financing DistrictRedevelopment Maximum Duration of TIF District25 years from 1st increment Projected Certification Request Date12/01/16 Decertification Date12/31/44 (26 Years of Increment) 2016/2017 Base Estimated Market Value$985,000 Original Net Tax Capacity$12,313 Assessment/Collection Year 2016/20172017/20182018/20192019/2020 Base Estimated Market Value$985,000$985,000$985,000$985,000 Estimated Decrease in Value - Bldg Demo$0$0$0 Estimated Increase in Value - New Construction02,447,00016,209,32016,381,263 Total Estimated Market Value985,0003,432,00017,194,32017,366,263 Total Net Tax Capacity$12,313$42,900$214,929$217,078 City of Shorewood30.227% Hennepin County45.356% ISD #27622.887% Other (watershed 3)11.254% Local Tax Capacity Rate109.724%Final 2016 Fiscal Disparities Contribution From TIF District37.1645% Administrative Retainage Percent (maximum = 10%)3.00% Pooling Percent22.00% BondsNote (Pay-As-You-Go) Bond DatedNANote Dated12/01/16 Bond RateNANote Rate5.50% Bond AmountNANote Amount$1,876,164 Project PV Date & Rate12/01/164.00%PV Amount$2,282,145 Notes Calculation assumes no changes to future tax rates and class rates. Includes 1\% market value inflator. Construction schedule: Project Commences in 2016 and complete by December 2017 Final payable 2016 tax rates Estimated value based on 105 units at $165,000 per unit SPRINGSTED Page 16 Exhibit V Market Value Analysis Report City of Shorewood, Minnesota Tax Increment Financing (Redevelopment) District No. 2 Oppidan proposed Senior Housing Draft TIF Plan Exhibits: EMV based on 105 units at $165k/unit Assumptions Present Value Date12/01/16 P.V. Rate - Gross T.I.5.50% Increase in EMV With TIF District$20,847,224 Less: P.V of Gross Tax Increment3,053,857 Subtotal$17,793,367 Less: Increase in EMV Without TIF0 Difference$17,793,367 AnnualPresent Gross TaxValue @ Year Increment5.50% 12019222,319191,027 22020224,677182,989 32021227,059175,288 42022229,465167,910 52023231,895160,842 62024234,349154,070 72025236,827147,582 82026239,331141,368 92027241,859135,413 102028244,413129,709 112029246,992124,244 122030249,597119,009 132031252,228113,994 142032254,885109,189 152033257,569104,587 162034260,280100,178 172035263,01895,954 182036265,78391,908 192037268,57688,032 202038271,39784,319 212039274,24680,762 222040277,12477,355 232041280,03074,092 242042282,96570,965 252043285,93067,970 262044288,92465,101 $6,611,738$3,053,857 SPRINGSTED Page 19