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WILLMAR .

CITY COUNCIL AGENDA REPORT

To: Mayor and City Council Date: August 20, 2018

City Office Building 333 SW 6th Street

Willmar, MN 56201 Main Number 320-235-4913

Fax Number 320-235-4917

From: Sean E. Christensen, PE Subject: Potential Streets for Improvement Public Works Director Projects

AGENDA ITEM: Potential Streets for Improvement Projects

CURRENT CIRCUMSTANCE: Potential streets for future improvement projects include:

Overlay Civic Center Drive (complete length) 15th Street SW (19th Avenue to Becker Avenue)

Reconstruction 13th Street SE (south of Trott Avenue to Highway 12) 14th Street SE 15th Street SE 16th Street SE Grace A venue SW (15th Street to 11th Street) 2nd Street SE (Olena Avenue to Becker Avenue) 12th Street SW (Kandiyohi Avenue to Litchfield Avenue) 13th Street SW (Kandiyohi Avenue to Litchfield Avenue) 14th Street SW (Kandiyohi Avenue to North of Becker Avenue) 4th Street SW (Willmar Avenue to Trott Avenue)

RECOMMENDATION: Discuss a priority list of streets for future improvement projects.

REVIEWED BY: Ike Holland, City Administrator

WORK SESSION MEETING DATE: August 20,2018

Street Maintenance History Length

Year Recon Project I And Over Seal Crack Code Location Improvement Cost Built struct layed Coat Sealed Rating Status

1501C Atlantic Ave NW Reconstruction 0.06Mi. 1977 0 0 0 0 0 Weathering and wear is advanced. There is patching

2018E From lith St NW To lOth St $57,024.00 over the entire center of avenue. Pavement deterioration

NW is found at the edge. Many areas have alligator cracking. Numerous potholes exist. Several repairs have been made making surface uneven. Mill and overlay may be only option. (2008) Repair Frost Boil Areas (2011) Frost Boils

8101 4th Ave SW (Grand View Ave) 0.11 Mi. 1981 0 0 0 0 0 (2009) Gravel street (Grand View Ave)

1981 From 565' west of Trott Ave $0.00 (1981) Omitted from proj. 8101

To Trott Ave

12th Ave NE Reconstruction 0.1 Mi. 1974 0 0 0 0 5 Scott Ave.

2014E From Hwy 71 Service Dr To $0.00 Pavement surface is in poor condition. Alligator

16th St NE cracking is severe and rutting is common. Heaving in one section due to sewer line. Several sags present as well as numerous areas of subsurface failure. (2007) Total surface failure- Needs immediate repair/reconstruct, major shoving, traffic broke through (2008) Repair Frost Boil (20 11) Frost Boils (20 15) Patches covering most of the street

Litchfield Ave SE Reconstruction 0.1 Mi. 1922 0 19-54 0 0 10 US Hwy 12 Tumback, 11-01-1976

2012E From 1st St S To end of cui-de- $105,600.00 Numerous past repairs have been made. Road surface

sac rough and uneven. Extensive block cracking. Pavement surface is weathered and worn. Cul de sac constructed in 1975 (7505) (6-24-2014) Resident at# 212 requests street work. (5-22-2018) Resident at# 205 requests curb/street work. (20 18) Areas of curb are missing

ManilaStNE Replace Water Main 0.1 Mi. 1948 0 0 0 0 10 Pavement surface shows signs of moisture and load

2016E From High Ave NE To $145,200.00 damage. Alligator cracking is common over entire

Homewood Ave NE surface, as is the amount of patching. There is also failure at the edge of the street. Overall, poor condition. Pavement surface is very uneven. (2008) Schedule to Replace Water Main (2011) Frost Boils@ #209 (20'x30' patch), #237 (40'x40' patch)

August 17, 2018 10:04 Page 1 of16

Length Year Recon Project/ And Over Seal Cracl{

Code Location Improvement Cost Built struct layed Coat Sealed Rating Status

12th St SW Reconstruction 0.16 Mi. 1950 0 1970 0 0 10 Advance deterioration of road surface. Alligator

2016E From Minnesota Ave SW To $116,160.00 cracking every where except where patches were made in

Becker Ave SW past. Poor road edges, rough and rutted. Extensive large area patching required to keep road surface intact. (1993) Sanitary televised from Minnesota to Trott (2008) Repair Area by curb N. of Trott (2008) Schedule to Replace Water Main (2010) Gravel cut at #506 (2001) Sanitary televised from Trott to Becker (2015) Minnesota to Trott is rated 10, Trott to Becker reconstructed in 2011- rated l 00

13th St SE Reconstruction 0.08Mi. 1957 0 0 0 0 10 Alligator cracking over entire surface. Numerous

2015E From TH 12 To Litchfield Ave $76,032.00 potholes and repairs. Road surface in poor condition. (20 12) Councilman Ahmann request- overlay street

13th St SE Reconstruction 0.15 Mi. 1961 0 0 0 0 10 Surface is severely aged, weathered, and worn. Alligator

2015E From Becker Ave SE To T.H. $142,560.00 cracking is common over entire surface. Patching is

12 found along the edge and has made the surface rough. Overall, very poor condition. (20 12) Councilman Ahmann request - replace street

9701 14th StNW 0.02Mi. 1961 0 1979 0 0 10 Pavement surface shows advanced signs of weather and

2021 From Campbell Ave NW To $0.00 wear. Rutting is advanced, large patch of alligator

Gorton Ave NW cracking. Overall, poor condition. Transverse cracking is common. There is one large area of alligator cracking. Pavement surface shows signs of weather and wear.

15th Ave SW (Short Ave.) Reconstruction 0.05Mi. 1963 1967 0 0 0 10 (2007) Extensive cracking & some heaving. Extensive

2012E From 6th St SW To 5th St SW $0.00 patching repairs have been made. Very rough surface. (20 11) Large area of heaving

17th St SE Reconstruction O.D7 Mi. 1963 0 0 0 0 10 Pavement surface is weathered and worn. Rutting, block

2015E From Litchfield Ave SE To $66,528.00 cracking, as well as alligator cracking, are all common.

2nd Ave SE Some repairs and potholes are present. Poor condition. (2012) Councilman Ahmann request- overlay or replace street (20 14) Repaired water main @ Litchfield Ave

14thAveNE Reconstruction 0.1 Mi. 1974 0 0 0 0 10 Pavement deterioration is much more advanced.

2014E From Service Dr (Hwy 71) To $0.00 Alligator cracking is severe, rutting is common and

Lakeland Dr NE pavement is rough. Several potholes are forming. (2010) Repair Frost Boils@ 1405, #1409 (30'x40' patch), #1412 (30'x30' patch), #1508 (30'x45' patch), Lakeland Dr intersection (30'x30' patch)

August 17,2018 10:04 Page 2 of16

Length Year Recon Project I And Over Seal Crack

Code Location Improvement Cost Built struct layed Coat Sealed Rating Status -7701 11th StNW 0.07Mi. 1977 0 0 0 0 10 Pavement shows advanced signs of weather and wear.

2027 From Atlantic Ave NW To $0.00 Block cracking is common. Some patches of alligator

Gorton Ave NW cracking. Patching has been done at the edge, and at a few places in the center. 5" drain tile.

(2010) Poor drainage@ 11th/Campbell causes pending on road, surface in poor condition

7701 EllaAveNE Reconstruction 0.12 Mi. 1977 0 0 0 0 10 Pavement surface has deterioration that is much more

2017E From 1st St NE To Hawaii St $114,048.00 advanced. Rutting is common. Block cracking, with

NE patches of alligator cracking, is present. Several areas with subsurface failure. Some past repairs have been done.

1701A 18th StNW Reconstruction 0.1 Mi. 1981 0 0 0 0 10 Pavement surface shows signs of advanced deterioration,

2017E From 540' south of Gorton Ave $95,040.00 weathering and wear. Block cracking is common, as well

NW To Gorton Ave NW as alligator cracking. Rutting is severe. Some potholes. Rear entrance to Fllor to Ceiling shows major subsurface failure/heavy truck traffic

2nd Ave SE Overlay 0.07Mi. 1983 0 0 0 0 10 Weathered surface, damaged, areas have been patched.

2015E From 294' west of 20th St To $0.00 Block cracking has advanced, patches of alligator

20th St cracking exist. Overall, poor condition for driving due to the uneven surface from patching, rutting, and such. (2012) Councilman Ahmann request- replace or overlay street

1701 HighAveNE Reconstruction 0.11 Mi. 1948 0 0 0 0 15 Pavement surface has advanced wear and weather. The

2017E From 1st St NE To Hawaii St $159,720.00 presence of alligator cracking is more common (as well

NE as block cracking), also a lot of patching has been done in the past. There is rutting present along the curb line.

12th StNW Reconstruction 0.11 Mi. 1951 0 1970 2003 1999 15 Gorton to Lake= 3" gravel/ 1.5'' bit./ overlay 1970.

2016E From Campbell Ave NW To $104,544.00 Campbell to Gorton= 7.5" gravel/ 1.5" bit.

LakeAveNW Alligator and block cracking are common. Many past repairs have been made, making the surface uneven. Several potholes.

(20!0) Advanced deterioration from Ella to Campbell

7101 8th StSW 0.03 Mi. 1952 0 1971 0 0 15 Pavement surface is weathered. Many repairs have been

2022 From Litchfield Ave SW To $0.00 done to the surface in the past. Block and alligator

Benson Ave SW cracking are common. ** Advanced deterioration of pavement at the edge (standing water at edge as well, after rain).

2010- VACATED STREET (177') FROM PACIFIC AVE TO BENSON AVE (MUC)

August 17,2018 10:04 Page 3 of16

Project/ Length

Year Recon And Over Seal Crack Code Location Improvement Cost Built struct layed Coat Sealed Rating Status

2001A Homewood Ave NE Reconstruction 0.13 Mi. 1961 0 0 0 0 15 Pavement surface has more advanced deterioration. The

2020 From Manila St NE To Porto $0.00 presence of alligator cracking is more common (as well

Rico StNE as block cracking). Much repair has been done to the surface in the past. Rutting is also present. Paved access to park. (2011) Frost Boils

14th St SE Reconstruction 0.08Mi. 1963 0 0 0 0 15 Pavement surface is weathered and worn. Block

2015E From Becker Ave SE To $76,032.00 cracking is advanced. Alligator cracking is common.

Elizabeth Ave SE Patching is found in many places throughout the surface. Rutting is present. Pavement surface failure along gutter edge. Transverse cracks are wide but have been repaired. (2012) Councilman Al1mann request- replace street

14th St SE Reconstruction 0.07Mi. 1963 0 0 0 0 15 There is advanced weathering to the surface, rutting and

2015E From Elizabeth Ave SE To $101,640.00 alligator cracking. *There is a bad patch of raveling just

Service Dr before the stop sign at the intersection of 14th St. and TH 12 Ser Dr. Numerous repairs have been made. (20 12) Councilman Al1mann request- replace street

6639 16th Ave SW Reconstruction 0.06Mi. 1967 0 0 0 0 15 Fom1erly Rogers Ave.

2018E From 9th St SW To 8th St SW $57,024.00 Alligator cracking is common throughout the weathered surface. Poor condition. (20 1 0) Repair Frost Boil @ 803

lOth St SE Replace Water Main 0.2Mi. 1974 0 0 0 0 15 Extensive transverse and block cracking making

2016E From 14th Ave SE To Willmar $248,160.00 pavement rough. South half is severely weathered.

AveSE Potholed and patched. Very poor condition. (2008) WMU. Needs water main replacement from Willmar Ave to Pleasantview Dr (20 1 0) Gravel cut at Willmar Ave

13th Ave NE Reconstruction 0.1 Mi. 1974 0 0 0 0 15 Carney Ave.

2014E From Service Dr (Hwy 71) To $0.00 Pavement surface is in poor condition. Alligator

16th StNE cracking is severe (concentrated at the edge). Rutting is common. Some patching has been done in past. (2008) Repair Frost Boil (20 11) Frost Boils (2015) A lot of broken up areas

16th St NE O.G7 Mi. 1974 0 0 0 0 15 Ryder St

1974 From 12th Ave NE To 13th $0.00 Pavement surface is in poor condition. Alligator

AveNE cracking is common, as well as rutting. (2011) Frost Boils@ #1200 (40'x50' patch) #1204 ( 40'x40' patch)

August 17,2018 10:04 Page 4 ofl6



24th Ave SW Reconstruction 0.18 Mi. 1977 0 0 0 0 15 Weathered and warn pavement. Longitudinal and

2012E From 8th St SW To 6th St SW $190,080.00 transverse cracking along with a large area of alligator cracking. Uneven road surface due to the patching and rutting. 1995 drain tile. (2007) South side of road starting to develop significant rutting down entire section due to tile line for sump pumps. (2008) Repair Frost Boil (20 1 0) Significant patching due to numerous frost boils, subsurface failure (2011) Repair Frost Boils@ #609, #709, #712

2nd Ave SE Overlay 0.03 Mi. 1983 0 0 0 0 15 Weathered surface, damaged, areas have been patched.

2015E From 17th St SE To 170' East $0.00 Block cracking has advanced, patches of alligator cracking exist. Overall, poor condition for driving due to the uneven surface from patching, rutting, and such.

5th Ave SE Reconstruction 0.14Mi. 1983 0 0 0 0 15 Pavement shows weathering and oxidation. There is

2012E From 23rd St SE To 25th St SE $133,056.00 minor rutting, block cracking is common, and there are patches of alligator cracking. Few repairs have been made. (2008) Repair 2 Frost Boils (2011) Frost Boils@ #2401 (20 12) Councilman Ahmann request- replace street (20 15) A lot of new patches

14th St SW Reconstruction/Underground 0.36Mi. 1950 0 1965 0 0 20 Weathered, worn surface. Some alligator cracking, and

2015E From Kandiyohi Ave SW To Utilities $522,720.00 advanced block cracking. Rutting is present. Rough ride

233' North of Becker Ave SW due to all the past patching. 361' of 4" Transite water main from Becker Ave to Trott B curb from Becker to North end (1989) Sanitary televised from Kandiyohi to Monongalia (20 1 0) Extensive deterioration from Monongalia to Kandiyohi Aves. (2011) Repair Frost Boil@ #701 (2012) Water main repair@ #601 (2013) Repaired water main@ #625 (2014) Repaired water main@ #701

7401C 5th St SE 0.07 Mi. 1950 0 1974 0 2003 20 (Agnes St.)

1950 From Trott Ave SE To Becker $0.00 Some rutting exists. There are areas of advanced

AveSE alligator cracking. Some large repairs have been made. (2012) Councilman Ahmann request- replace street

9701 15th St SW Reconstruction 0.08Mi. 1951 0 1969 0 0 20 Pavement surface is weathered, worn, and damaged.

2018E From Trott Ave SW To Becker $76,032.00 Some alligator and block cracking is present. Rutting

AveSW and patches are also present. (2010) Yearly patching required in large areas at north & soth ends (2011) Repair Frost Boils@ #414

August 17,2018 10:04 Page 5 of16


Code Location Improvement Cost Built struct Jayed Coat Sealed Rating Status

6901C Florence Lane SW 0.13 Mi. 1954 0 1969 0 0 20 Alligator and transverse cracking. Rough pavement with

2020 From Willmar Ave SW To $0.00 old patches.

11th St SW (2010) Gravel cut west ofllth St SW.

13th StNW Reconstruction 0.04Mi. 1961 0 0 0 0 20 Surface shows sign of weather and wear (fair condition).

2013E From Campbell Ave NW To $62,304.00 Block cracking is common. Alligator cracking is severe

Gorton Ave NW just north of Campbell Av.

1701A Benson Ave SW Reconstruction 0.07Mi. 1961 0 0 0 0 20 Top wear coat has advanced wear with a lot of small

2017E From 11th St SW To 1Oth St $133,056.00 potholes. Cracking patterns are severe. Block and

sw alligator cracking common. Rutting is present. The first 20' by 1Oth St SW in poor condition. Big sag with a Jot of potholes. Holds water in intersection.

9701 18th St SW 0.28Mi. 1965 0 1971 0 0 20 Advanced alligator cracking on side 1 0' out from curb

1999 From Willmar Ave SW To $0.00 both sides. Block crackingjin center of road. Road

Monongalia Ave SW rough due to the patches for the cross trenching underground. (2011) Repair Frost Boils in 800 block

15th Ave SW (Short Ave.) 0.21 Mi. 1967 0 0 0 0 20 Between 1Oth and 9th St- 60' RW, 38' road

2016E From 1Oth St SW To 8th St SW $285,120.00 Between 9th and 8th St- 50' RW, 38' road Advanced pavement deterioration and weathering. Alligator and block cracking. Large patches and repairs, longitudinal and transverse cracks as well as ruts and sags. Between 6th and 4th St, that section is still in the 100% pavement rating.

**In 1996, C & G, gravel, and paving were done between 6th St and 7th St. (2008) Repair Frost Boil (20 1 0) Repair Frost Boil @ 700 (20 11) Frost Boils just west of 7th St.

1601 15th Ave SW (Short Ave.) Reconstruction 0.086 Mi. 1967 2016 0 0 0 20 Between 8th and 7th St- 66' RW, 40' road

2016 From 8th St SW To 7th St SW $0.00 Advanced pavement deterioration and weathering. Alligator and block cracking. Large patches and repairs, longitudinal and transverse cracks as well as ruts and sags.

(2008) Repair Frost Boil (2010) Repair Frost Boil@ 700 (20 11) Frost Boils just west of 7th St.

August 17, 2018 10:04 Page 6 of16


Code Location Improvement Cost Built struct Iayed Coat Sealed Rating Status

1801A 8th St SW Reconstruction/Underground 0.19Mi. 1967 0 0 0 0 20 Advanced alligator cracking. Very weathered and rough

2018E From 19th Ave SW To 16th Utilities $275,880.00 road surface. Water running across road, and potholing.

AveSW (2007) Large areas of road surface pavement deterioration at edges is very common. Extensive patching throughout entire section, surface extremely rough and uneven. (2011) Frost Boils@ #1708 (2014) Repaired water main@ #1605

9701 20th StNW 0.03 Mi. 1971 0 0 0 0 20 Pavement surface shows advanced signs of weather and

1999 From Gorton Ave NW To $0.00 wear. Block cracking exists, as well as patches of

North end alligator cracking and rutting. Surface is uneven and worn.

(2010) Large patches

7401B Minnesota Ave SE 0.12 Mi. 1974 0 0 0 0 20 Severe wear and alligator cracking. Rutting. Patching

2021 From 9th St SE To 650' East $0.00 has been done along the edge of the street.

9501 29th StNW 0.14 Mi. 1981 0 0 0 0 20 Pavement surface shows advanced weather and wear.

1997 From 6th Ave NW To 8th Ave $0.00 Block and alligator cracking is common, rutting is

NW present, and patching has been done. Coordinate with WWTP project. (2010) Repair Frost Boil@ 608 (2011) Repair Frost Boils north of 6th Ave

8101 8thAveNW Reconstruction 0.06Mi. 1981 0 0 0 0 20 Very weathered surface. Advanced alligator and

2017E From 30th St NW To 300' East $57,024.00 transverse cracking.

8101 Augusta Ave SE 0.08Mi. 1981 0 0 0 0 20 Block and alligator cracking over entire surface. Road

1981 From 9th St SE To 400 ft E $0.00 very weathered making road surface in poor condition. (2011) Frost Boils@ #913

24th St SE Reconstruction 0.08Mi. 1983 0 0 0 0 20 Block and alligator cracking common. Some sagging

2015E From 5th Ave SE To 4th Ave $76,032.00 and rutting.

SE (2008) Repair Frost Boil@ #501

2nd St SE Reconstruction/Underground 0.37 Mi. 1940 0 1974 0 0 25 Street is rough and uneven due to numerous repairs,

E2014 From OlenaAve SE To Becker Utilities $3 90,720.00 potholes and rutting. There is block cracking alligator

AveSE cracking and areas with subsurface failure. (2008) Repair 2 Frost Boils between Olena & Augusta (2008) Schedule (2012) to Reconstruct 11th to Minnesota (2011) Frost Boils@ #407 (2012) Councilman Ahmann request- replace street, Becker Ave to Trott Ave (2013) Replace 2500' of 10" w/8" (2014) Repaired water main@ #520

August 17, 2018 10:04 Page 7 of16



ISOlA lOth StNW Reconstmction 0.08Mi. 1949 0 1970 0 0 25 Pavement surface shows advanced signs of weathering.

2018E From Gorton Ave NW To Ella $0.00 Minor rutting. Many small areas of patching. Transverse

AveNW and longitudinal cracking, as well as block cracking. Pavement deterioration at edge. There are some areas of alligator cracking.

8701 Walnut PI SW 0.03 Mi. 1952 1987 0 1997 0 25 Excellent condition. Some minor transverse cracking.

1997 From Hill Rd SW To Cui-de- $0.00 sac *Water and sewer were put-in sometime in the 50s.

(20 1 0) Surface failure everywhere

13th St SW Reconstruction/Underground 0.23 Mi. 1954 0 1969 0 0 25 **Overlay from Trott Ave to Kandiyohi Ave was done in

2013E From Kandiyohi Ave SW To Utilities $309,672.00 two sections. Trott Ave to Monongalia Ave was done in

Trott Ave SW 1971 and Monongalia Ave to Kandiyohi Ave was done in 1969.

Surface is weathered. Advanced block cracking is present. Rutting and advanced deterioration is also found at the edge of the pavement surface. Many repairs have been done in the past. Water main needs to be replaced. 775' of 4" Transite water main from Monongalia Ave to Trott (1989) Sanitary televised from Kandiyohi to Monongalia (2008) WMU. Water main needs to be replaced from Willmar Ave to Litchfield Ave.

13th St SW Reconstruction/Underground 0.24Mi. 1958 0 1970 0 0 25 Surface is weathered. Advanced block cracking, rutting,

2013E From Willmar Ave SW To Utilities $323,136.00 deterioration at edge. Many repairs have been done in

Kandiyohi Ave SW past. (2008) WMU. Water main needs to be replaced from Willmar Ave to Litchfield Ave. (2009) Contact from resident (Justin Mattern) concerning road condition particularly the 1000 block. (2011) Repair Frost Boils@ #816, #1000

ISOlA Grace Ave SW Reconstruction/Underground 0.44 Mi. 1960 0 0 0 0 25 Advanced weathered road. Numerous patches make road

2018E From 15th St SW To 1 Ith St Utilities $638,880.00 really mtted and uneven. Alligator and block cracking

sw common. (2007) Area around 13th & Grace requires frequent patching. Large areas of surface failure suggest subsurface problems. Surface East of 15th St in very poor condition. (2011) Frost Boils@ #1314, #1468 (2012) Water main valve replaced@ #1400

1801A Dolson St SE Reconstruction 0.06Mi. 1961 0 0 0 0 25 Half of the street has been repaired. Some alligator

2018E From Litchfield Ave SE To $57,024.00 cracking exists. Some potholes. Some severe weathering.

Benson Ave SE

August 17, 2018 10:04 Page 8 of16



0301 Gay St SE 0.06Mi. 1961 0 0 0 0 25 (20 15) North end falling apart

2003 From Litchfield Ave SE To $0.00 Railroad Property

OlafAveNW Reconstruction 0.06Mi. 1961 0 0 0 0 25 Pavement surface shows advanced signs of weather and

2014E From 7th St NW To end of St $0.00 deterioration. Block cracking, as well as alligator

(East end) cracking, is present. Wear and rutting is advanced. Minimal patching (at edge only). Sanitary rollfile F-5

ISOlA 13 1/2 Ave SW Reconstruction 0.07 Mi. 1967 0 0 1974 0 25 Formerly named Velma Ave.

2018E From 9th St SW To 8th St SW $0.00 Block and transverse cracking, some edge deterioration. Some top deterioration of road surface due to standing water.

13th Ave SW Reconstruction 0.13 Mi. 1967 0 0 0 0 25 Formerly Lyle Street

E2014E From 7th St SW To 5th St SW $52,800.00 Private sewer from 7th St to the east. Weathered surface. Advanced alligator cracking some patching has been done to street. Large dip in road between 6th St and 7th St. Overall, very poor condition. Some potholes and sags in roadways.

7201B Parkview Rd SW 0.1 Mi. 1972 0 0 0 0 25 Weathered pavement surface, rough, poor conditions.

2023 From 7th St SW To 6th St SW $0.00 Advanced transverse and longitudinal cracking. Some patching repairs have been made in the past.

1701A 9th St SE Reconstmction 0.19 Mi. 1976 0 0 0 0 25 Alligator and block cracking are common. Numerous

2017E From 14th Ave SE To Willmar $0.00 large and small repairs have been made. Pavement

AveSE surface is weathered, worn and uneven.

16th StNE 0.18 Mi. 1977 0 0 0 0 25 Surface is weathered, block cracking is present, alligator

1977 From South end ofCul de Sac $0.00 cracking is present, and there is a section of street at the

To lith Ave NE south end that has been redone. Numerous past repairs have been made. (2011) Frost Boils@ #1008 (30'x30' x2 patches) #1004 (3 O'x3 0' patch) (2015) Extensive patching

7th Ave SE Reconstruction 0.08Mi. 1979 0 0 0 0 25 Block cracking is common. Large areas with extensive

2015E From Lakeland Drive SE To $76,032.00 alligator cracking. Several large repairs have made

19th St SE surface uneven. Rutting is also present. (2010) Repair Frost Boils East of Lakeland Dr, #1604 (20 11) Frost Heaving 17th St- 18th St (2012) Councilman Al1mann request- replace street

8301B 24th St SE 0.06Mi. 1983 0 0 0 0 25 Alligator cracking is common. Some repairs made.

2016E From 4th Ave SE To 3rd Ave $0.00 Weathered surface.

SE

August 17,2018 10:04 Page 9 of16


Code Location Improvement Cost Built struct laycd Coat Sealed Rating Status

6101 6th St SE 0.07Mi. 1948 1961 0 1971 0 30

1961 From Litchfield Ave To $0.00 Benson Ave

7001C Bonham Boulevard SW 0.07 Mi. 1951 0 1970 0 30 '56/ '61/ '66 Seal Coats.

2026 From Kandiyohi Ave To $0.00 Monongalia Ave Advanced block, longitudinal and transverse cracking.

Some alligator cracking along edge.

Charlotte St SE Reconstruction/Underground 0.1 Mi. 1951 0 0 0 0 30 Weathered, damaged surface. Numerous areas of

E2014E From Johanna Ave SE To Utilities $124,080.00 patching along the edge. Block cracking and patches of

Minnesota Ave SE alligator cracking are common. Some rutting is present. (1995) Sanitary sewer televised 5/1511995 (2008) Recommend Water Main Replacement (500' of 4") (20 11) Frost Boils @ #606 (2013) Sanitary sewer televised 11/05/2013

8701 Meadow Lane SW Replace Water Main 0.14 Mi. 1952 1987 0 1997 0 30 Excellent condition. Minimal transverse cracking. Some

1997 From lith St SW To Cui-de- $0.00 small areas of surface failure.

sac (East) 284' of 4" Transite water main from 11th Stto Hill Rd (2007) Large areas of surface failure in cul-de-sac area. (20 1 0) Sag in curb & road on south side holding large amount of water. (2014) Repaired water main@ #1010

13th St SW Reconstruction/Underground 0.14 Mi. 1958 0 1970 0 0 30 Surface is aged and is worn. Block cracking is common,

2013E From Trott Ave SW To Utilities $188,496.00 along with patches of alligator and longitudinal

Litchfield Ave SW cracking. 1996 Drain tile (2008) WMU. Water main needs to be replaced from Willmar Ave to Litchfield Ave. (2013) Multiple water main breaks near #400

RiceAveSW Overlay 0.15 Mi. 1959 1986 0 1995 0 30 Longitudinal and transverse cracking( not real bad). The

2011E From lOth St SW To 8th St SW $114,840.00 west end has a lot of potholing and alligator cracking. Poor shape. (20 1 0) Surface along edges deteriorating

17th St SW Reconstruction 0.13 Mi. 1961 0 1969 0 0 30 (1982) Water main breal( @1217

2017 From 13th Ave SW To $0.00 (2011) Repair Frost Boils@# 1240

Willmar Ave SW

6101B Litchfield Ave SW 0.07 Mi. 1961 0 0 0 0 30 Pavement surface is weathered and worn. Alligator and

2022 From 13th St SW To 12th St $0.00 block cracking are common. Uneven surface due to

sw trench settling.

6101B Litchfield Ave SW 0.05Mi. 1961 0 0 0 0 30 Pavement surface is weathered and worn. Alligator and

2022 From East of 12th St SW To $0.00 block cracking are common.

Dead end 200 ft east

August 17, 2018 10:04 Page 10 of16



9701 16th St SW 0.5Mi. 1962 0 1974 0 0 30 Pavement surface is weathered and worn. Longitudinal

2005 From Willmar Ave SW To $0.00 and transverse cracks are common, and wide. Edge

Minnesota Ave SW cracking exists, as well as some potholes. Alligator cracking in wheel paths. (20 1 0) Severe surface deterioration at edges

1701B 16th St SW Reconstruction 0.13 Mi. 1962 2017 1974 0 0 30 Pavement surface is weathered and worn. Longitudinal

2017 From 13th Ave SW To $291,069.00 and transverse cracks are common, and wide. Edge

WillmarAveSW cracking exists, as well as some potholes. Alligator cracking in wheel paths. (20 1 0) Severe surface deterioration at edges (20 17) Drain tile added

6601B lOth St SW 0.12 Mi. 1966 0 0 0 0 30 Surface is weathered and worn. Block cracking is

1997 From Cul-de-sac south of 15th $0.00 common throughout surface, as well as, patches of

Ave SW To 14th Ave SW alligator cracking. Pavement has more advanced deterioration at its edge. Road is uneven with patches and trench settling. (2007) Extensive surface failure South of 15th Ave, this area is a 15 rating. (2010) Extensive patching along edges. C & G segmented along entire length caused by trees, gutters do not drain properly

8th StNW Reconstruction 0.06Mi. 1971 0 0 0 0 30 Advanced block and alligator cracking. Pavement

2016E From South end of St To Park $57,024.00 surface shows signs of wear and weathering. Some past

AveNW repairs have been made.

7201 7th St SW 0.12Mi. 1972 0 0 0 0 30 Weathered, rough pavement surface, some rutting is

2023 From Parlcview Rd To 19th $0.00 present. Overall, poor condition. Advanced transverse

Ave and longitudinal cracking, edge cracking. Some patching is present.

11th Ave SE 0.36Mi. 1976 0 0 0 0 30 Pavement surface is in good condition, however, there is

2014D From 2nd St SE To 6th St SE $342,144.00 extensive block cracking, as well as patches of alligator cracking. Wider transverse crack in road about every 3 5' that makes the ride slightly rougher. ** Large pothole at the Calvary Lutheran church entrance on 11th Ave. (2010) Repair Frost Boil@ Baptist Church (20 1 0) Surface mtting on east end, large patches in 2010, showing signs of serious subsurface problems

August 17, 2018 10:04 Page U of16


Code Location Improvement Cost Built struct Jayed Coat Sealed Rating Status

17th St SW Reconstruction 0.21 Mi. 1976 2017 0 0 0 30 Worn and weathered surface. Many repairs have been

2017 From 15th Ave SW To 13th $825,876.00 done, uneven surface. Transverse and longitudinal,

AveSW block, and alligator cracking exist. Rutting in surface, and many potholes have been sealed. Uneven, potholed surface with some rutting. (2007) Water main break @1308 (2007) Rutting on both sides due to moisture & truck traffic. (2010) Water main break @1305-1309 (20 1 0) Drain tile needed on both sides (20 1 0) Rutting of edges on both sides due to sump pump discharge (20 17) Drain tile added

7601 HighAveNE Reconstruction 0.19 Mi. 1976 0 0 0 0 30 MSAS # 175-137-30

2017E From Porto Rico To 0.56 mi $290,400.00 (20 1 0) Traffic rutting with block cracking, very rough

(3,000') W of Lakeland Dr roadway.

(250' W of 1Oth)

8501A Pleasant View Dr SE 0.14 Mi. 1976 1985 0 0 0 30 Pavement surface is worn. A lot of patching is found

2025 From 19th Ave SE To 150 feet $0.00 throughout the surface. Rutting is present, as well as

east of 11th St SE block cracking. Also, there are patches of alligator cracking present. (2010) Repair Frost Boil@ 1000

3rd Ave SE Reconstruction 0.08Mi. 1984 0 0 0 0 30 Alligator cracking is common. Rutting is present. Some

2015E From 23rd St SE To 24th St SE $76,032.00 large repairs have been made. Surface is weathered and worn. (2008) Repair Frost Boil (2012) Councilman Ahmann request- replace street

7101C Julii St SE 0.07 Mi. 1942 0 1971 0 0 35 Pavement surface is in fair condition (slightly

2021 From Trott Ave SE To Becker $0.00 weathered). Transverse and block cracking is present, as

AveSE well as a lot of patching to the surface. There is minor rutting and and potl1oles. 2 separate sewer mains, 8" S->N & !O"N->S (20 12) Councilman A11mann request- replace street (2015) Lead service from main@ 713 Trott Ave SE

ISOlA Highland Road SW Reconstruction 0.07Mi. 1949 0 1974 0 0 35 Alligator and transverse cracking. Some road surface

2018E From Trott Ave SW To Becker $0.00 failure along curb sides. Has had some repairs made in

AveSW the past.

August 17,2018 10:04 Page 12 of16



7901C 2nd St SW 0.32 Mi. 1950 0 1979 0 0 35 A lot of transverse cracking, some longitudinal and block

2016E From Grace Ave SW To $0.00 cracking. Alligator cracking on block from Trott to

Minnesota Ave SW Minnesota. Entire road rough due to the large amount of past patching. (20 1 0) Gravel cut at #702 (2012) Councilman Ahmann request- replace or overlay street (2012) Water main repair@ #515

8th StNW Reconstruction 0.13 Mi. 1951 0 1971 0 0 35 Generally, pavement shows advanced weather and wear.

2014E From Campbell Ave NW To $0.00 There are places with extensive patching and repair,

EllaAveNW making the surface uneven. Block and transverse cracking is common. Alligator cracking is also found, along with rutting. Extensive surface failure along edges.

6th St SE Reconstruction/Underground 0.06Mi. 1955 0 1971 0 0 35 Surface is weathered. There is advanced block and

2014E From Mary Ave SE To Utilities $74,448.00 alligator cracking to entire surface. There are a few

Johanna Ave SE places of patching found on surface as well. 4" water (2008) Recommend Water Main Replacement 300' of 4"?

7001 Augusta Ave SE 0.15 Mi. 1956 0 1970 0 0 35 Pavement surface is in good condition. Transverse and

1956 From 6th St SE To 9th St SE $0.00 longitudinal, as well as block cracking is common. Patching is found over entire surface and make ride rough, and a few areas of alligator cracking are found. Some subsurface failure. (2011) Frost Boils@ #801, #805 (2017) 5/22 Single curb stop serves #717 & #721

!SOlA Benson Ave SE Reconstruction!U ndergroun d 0.38Mi. 1961 0 0 0 0 35 Pavement surface is weathered and worn. Advanced

2018E From 2nd St SW To 6th St SE Utilities $551,760.00 block cracking. Alligator cracking is common. The ride is rough, due to uneven surface. ** Severe heaving is found on the north side of the street, in-between 6th St and Dolson St. Some past repairs. (20 1 0) Gravel cut at bypass

6201 9th St SE Reconstruction 0.07 Mi. 1962 0 0 0 0 35 Pavement surface is weathered and worn. Block

2018E From Trott Ave SE To Becker $66,528.00 cracking is common. Transverse cracks are about a half

Ave SE inch wide. There is some rutting and wear in traffic lanes. Alligator cracking is found along the edge. (20 12) Councilman Ahmann request- replace street

8601 Industrial Dr Service rd 0.21 Mi. 1966 1986 0 1997 0 35 Transverse and longitudinal cracking patterns (some

2036 From Airport Dr SW To Trott $0.00 block cracking) are present. Ride is smooth.

AveSW (2010) Deterioration along edges south ofNorthern States Supply from sump discharge & winter ice build up, constant surface repairs

August 17,2018 10:04 Page 13 ofl6



6701A 6th St SW 0.08Mi. 1967 0 0 2003 0 35 Formerly Madelia Street.

1967 From 13th Ave SW To $0.00 Pavement surface has had a recent seal coat. Minimal

Willmar Ave SW transverse cracking. Alligator cracking starting to appear along gutter. (2007) Block & alligator cracking now pronounced throughout section. Low areas on East side of road have standing water.

7201A Hillcrest Dr SW 0.14Mi. 1972 0 0 0 0 35 Weathered and worn, rutting is present. Advanced

2023 From 6th St SW To 740' East $0.00 transverse and longitudinal cracking, block cracking, and

(Dead End) some alligator cracking present as well. Rough and uneven surface due to patches and trench settling.

ISOIC Ridgewood PI SW Overlay/ Watern1ain 0.08Mi. 1972 0 0 0 0 35 Overall, poor surface condition. Advanced block

2018E From 7th St SW To 6th St SW Replacement $52,800.00 cracking (transverse and longitudinal cracking). Weathered, rough surface, making the ride rough.

Westwood Court NW Reconstruction 0.2Mi. 1975 1985 0 0 0 35 Pavement surface is in fair condition (weathering and

2015E From Cul-de-sac To 15th Ave $190,080.00 wear are more advanced). Rutting is common.

NW Transverse and longitudinal cracking (block cracking) is common as well. Some of the transverse and longitudinal cracks have been sealed. ** Severe heaving on north side of the street. Heaving starting on South side, sump pump tile possible cause. (2012) Water main repair@ #1307 (2012) Water main repair@ #1331

7902 17th St SE 0.11 Mi. 1979 0 0 0 0 35 Pavement surface does show signs of advanced weather

1979 From 200' South of 8th Ave To $0.00 and wear, however, the overall condition is not bad.

7th Ave SE There are some transverse and longitudinal cracks. Minor rutting. Extensive alligator cracking. (2011) Frost Boils@ #709 (20 12) Councilman Ahmann request- replace street

Irene Ave SE Reconstruction 0.2 Mi. 1981 0 0 0 0 35 Surface is weathered and worn. Alligator cracking is

2015E From 9th St SE To 12th St SE $0.00 common over entire surface. Large potholes occur in the center of the avenue. Some raveling is also present. Pavement surface is uneven due to numerous past repairs. (2008) Repair Frost Boil (20 I 0) Repair Frost Boil @ 1100 (20 11) Frost Boils in 1100 block, Frost Boil @ 1105 (2015) Sump pump tile needed (Faye Lien, #1009)

August 17,2018 10:04 Page 14 of16


Code Location Improvement Cost Built struct Iayed Coat Sealed Rating Status

1601 7-1/2 St SW (Haley St) Reconstruction/Underground 0.5Mi. 1923 2016 0 1992 0 40 Formerly Haley Street

2016 From 19th Ave SW To Utilities $865,800.00 Transverse cracking common. Some alligator cracking

Willmar Ave SW and pavement surface failure. Numerous potholing, but isolated.

** ROW and Street Width from 15th Ave. to 19th Ave. is 45.5' and 34', respectfully. (2007) From 100' North of 15th Ave to 525' South extensive surface decay due to subsurface moisture, unable to patch due to constant standing water. Surface very uneven in this area. (20 1 0) Depressed transverse cracking, rough ride from settling/patching, gravel cut at #1503 (2011) Water main breaks south of 15th Ave in 1989, 1993,1994,1994,2003,2005,2009 (2012) Water main breaks (2016) Drain tile

Ann St SE Replace Water Main 0.17 Mi. 1946 0 1981 0 0 40 Pavement surface is weathered and worn. Transverse and

2014E From Johanna Ave SE To $40,392.00 block cracking are common. Some alligator cracking.

Trott Ave SE Some minor repairs made. (2008) WMU. Needs water main replacement from Johanna Ave to Becker Ave (2011)Frost Boils@ #600 (2014) San Service replaced with PVC at #623 Ann St. tree roots in (orangeburg) pipe

5101 Campbell Ave NW 0.49 Mi. 1951 0 1979 0 0 40 Pavement surface is in fair condition. Block and

1979 From 14th St NW To 7th St $0.00 transverse cracking is found on surface, and a few

NW patches of alligator cracking. There is pavement deterioration at edge of avenue. Past repairs have made pavement surface uneven.

OlafAveNW Replace Water Main 0.31 Mi. 1951 0 1970 0 0 40 Pavement is noticeable weathered and worn. Transverse

2014E From 12th St NW To 7th St $73,656.00 and longitudinal cracking is present, as well as block

NW cracking. Deterioration of pavement at the edge. Patching has been done (especially just before 7th St), making pavement surface uneven. Rutting is present. Some patches of alligator cracking also exist.

(2008) WMU. Needs water main replacement from 7th St to 12th St (2014) Repaired water main@ #1000

8601B lOth St SW Overlay 0.05 Mi. 1959 1986 0 0 0 40 Advanced pavement surface failure along gutter.

2011E From Rice Ave SW To $33,000.00 Minimal transverse and longitudinal cracking. Some

Kandiyohi Ave SW alligator cracking. (2007) Surface decay along edges & alligator cracking on North end likely related to stormwater issue at intersection with Kandiyohi Ave. (2014) Repaired water main@ Kandiyohi Ave

August :1. 7, 2018 10:04 Page 15 of16



1701A ParkAveNW Reconstruction 0.09Mi. 1961 0 0 0 0 40 Pavement surface shows advanced signs of weather.

2017E From 7th St NW To East end $85,536.00 Longitudinal and transverse cracking is common (block cracking). Advanced rutting and wear. Patching along edge. ** Two large transverse patches covering dips in the avenue from utility line disturbance. Some block cracking. (2013) Repaired water main@ #700 (20 17) On hold until Fairgrounds Lift Station Project completed

9701 14th Ave SW 0.05Mi. 1962 0 0 0 0 40 Fonnerly named Catherine Ave.

2003 From 9th St SW To 8th St SW $0.00 Surface is weathered. Block and alligator cracking is more advanced. ** 8" class 5 base, prime and seal surface

8101 8th Ave SE 0.14Mi. 1981 0 0 0 0 40 Pavement surface is weathered. Alligator and block

1981 From 17th St SE To 19th St SE $0.00 cracking are common. (20 12) Councilman Ahmann request -replace street 19th Stto 7th Ave

8601 24th St SW 0.08 Mi. 1983 0 0 0 0 40 Surface of pavement is weathered and worn. Transverse,

5 From 20th Ave SW To 19th $0.00 longitudinal, block, and some alligator cracking is

AveSW present. Alligator cracking occurs on wheel paths on road. Minimal repairs have been made in the past. Alligator cracking occurring along curb sides.

2001 Richland Ave SW 0.18 Mi. 1989 0 2001 1998 2014 40 Richland Ave SW = 957.78' or 0.18 mi

2001 From 15th St SW To 500ft.' $0.00 Richland Circle SW = 170.75' or 0.03 mi, 36' wide

W of 11th St SW Some transverse and longitudinal cracking. (1997) Crack sealed

Total Cost: $9,668,841.00 Miles: 14.336

August 17,2018 10:04 Page 16 of16

WILLMAR



City Office Building 333 SW 61

h Street Willmar, MN 56201

Main Number 320-235-4913 Fax Number 320-235-4917

From: Steve Okins, Finance Director Subject: 2018 Salary & Benefit Budgetary Changes

AGENDA ITEM: 2018 Salary & Benefit Budgetary Changes

INTRODUCTION/REQUEST: Due to various actions and directives, the following request for Budgetary changes are needed:

1. Various Depmimental Budgets/Non-Depmimental for Depmiment Director Policy increases. 2. City Clerk/Non-Depmimental for Non-Represented Policy increase. 3. City Administrator/Non-Depmimental for Administrative Assistant Policy increase. 4. Police Department and Finance Depmiment Non-Depatimental for PD Administrative Assistant

and Accounting Coordinator Non-Represented Policy increases. 5. General Fund Decrease for Rice Hospital Employee reclassification to Carris Health. 6. WRAC Depmiment for employee status change to Full-Time. 7. Collective Bargaining Agreement Settlements.

HISTORY: Stmiing with the change to Council Work Sessions, the process was changed to bring necessary Budget Amendments to the City Council, at a minimum, on a qumierly basis.

CURRENT CIRCUMSTANCE: The recommended changes will more accurately reflect anticipated costs for 2018 and will aid in the preparation of the 2019 Budget for more accurate comparative purposes.

RECOMMENDATION: Introduce a resolution to amend the 2018 Budget as presented.

ISSUES: None.

FINANCIAL IMPACT: Reduction to 2018 Budget for Item #5, all other actions are reallocating within the General Fund and Waste Treatment Depmiments.

ALTERNATIVES: 1. Amend the recommendations. 2. Table for more infmmation 3. Don't approve the changes.

RECOMMENDED MOTION: Introduce a resolution to approve the Budget Amendments as presented.

REVIEWED BY: Finance Director Steve Okins/City Administrator Ike Holland

WORK SESSION DATE: August 20, 2018

COUNCIL MEETING DATE: August 20, 2018

RESOLUTION NO.

BE IT RESOLVED by the City Council of the City of Willmar to authorize the Finance Director to make the

following changes within the Various Departments in the General Fund:

Increase:

City Administrator

City Clerk

Finance

City Hall

Information Technology

Elections

Police Department

Fire Department

Public Works

Leisure Services

Civic Center

Aquatic Center

Decrease:

Planning & Development Services $ Engineering

Community Center

WRAC

Non-Departmental/Other Charges

State Aid PERA

Refunds and Reimbursements

Dated this 20th day of August, 2018

Attest: City Clerk

$ 8J94

6,691

20,721

4,868

79,396

915

123,173

32,610

137,870

4,816

8,363

3J63

45,077

16,695

14,798

47,637

307J73

140,652

140,652

Mayor

WILLMAR



From: Steve Okins, Finance Director Subject: Report

AGENDA ITEM: Financial Report

City Office Building 333 SW 61

h Street Willmar, MN 56201


INTRODUCTION/REQUEST: To receive and review the following financial repmt:

1. Monthly Report 7-31-2018

HISTORY: The repmts have been provided to the Council at the second work session of the month. The report supplied is one historically requested by the City Council and can be changed, added to, or revised at any time.

CURRENT CIRCUMSTANCE: Conduct normal review of applicable financial repmt. Note General Fund Revenues through July $7,888,402 and Expenditures at $8,172,680 created a negative cash flow of $290,000 along with General Fund Capital Expenditures of $1.8 million for a total negative cash flow through July 31st of the General Fund of $2.1 million. June and July Revenues reflect the collection of prope1ty taxes and the qumterly transfer from the MUC, aiding in reducing the negative cash flow from $5.9 million to $2.1 million thru July.

RECOMMENDATION: Receive this financial repmt for information. ISSUES: None.

FINANCIAL IMP ACT: Review for financial status.

ALTERNATIVES: 1. Receive additional reports. 2. Request revised format.

RECOMMENDED MOTION: None. REVIEWED BY: Finance Director Steve Okins/Council Member Audrey Nelsen/City Administrator Ike Holland WORK SESSION DATE: August 20,2018 COUNCIL MEETING DATE: N/A

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Capital Improvement Expenditures As Of J u ly 3 1 , 2 0 1 8

MAJOR PROJECTS -BONDING

CITY HALL City Hall/Community Center

CIVIC CENTER Refrigeration System

PAVEMENT MANAGEMENT 2018 Pavement Mgmt/Storm Sewer

* 2017 Pavement Mgmt

TOTAL MAJOR PROJECTS - BONDING

BUDGET

$ 8,500,000.00

2,450,000.00

1, 723,000.00 3,450,000.00

$16,123,000.00

COOPERATIVE PROJECTS- SHARED FUNDING

AIRPORT Main Apron Expansion

* Master Plan Update * NavAid Access Roads * Tiling & Drainage * East Taxi Lane Reclamation

LEISURE SERVICES Ampitheatre Robbins Island

$ 705,000.00 250,000.00

55,000.00 31,500.00

463,000.00

375,000.00 856,347.00

TAL COOP. PROJECTS- SHARED FUNDING $ 2,735,847.00

EXPENDED BALANCE

$ 15,000.00 $ 8,485,000.00

212,943.74 2,237,056.26

275,336.05 1,447,663.95 2,613,334.57 836,665.43

$ 3,116,614.36 $ 13,006,385.64

$ $ 705,000.00 298,212.81 (48,212.81)

55,000.00 31,500.00

495,184.26 (32, 184.26)

375,000.00 14,909.95 841,437.05

$ 808,307.02 $ 1,927,539.98

2

Capital Improvement Expenditures As Of July 31

' 201 8

PROJECTS- WASTE WATER FUNDED BUDGET EXPENDED BALANCE

MAJOR PROJECTS- BONDING Gorton Avenue L.S . $ 473,000.00 $ 239,849.32 $ 233,150.68 Armory L.S. 462,000.00 - 462,000.00

*Phase I Armory L .S . Design 80,000.00 - 80,000.00

* Streets Sewer Replacement 50,000.00 - 50,000.00 *Phase II Westwood Court L.S. 950,000.00 178,110.14 771 ,889.86 * Phase II Fairgrounds L.S. 600,000.00 85,254.48 514,745.52

OPERATING PROJECTS Scum/Grease Improvements 150,000.00 - 150,000.00 Computers 10,450.00 - 10,450.00 Infrared Breaker Testing 30,000.00 - 30,000.00 Overlay Old Site Driveway 40,000.00 - 40,000.00

* HVAC Admin Building 30,000.00 15,588.00 14,412.00 * Computer Software Upgrades 146,000.00 102,913.00 43,087.00 * Computer Hardware 87,000.00 - 87,000.00 * 4 RWW Muni Pumps 100,000.00 - 100,000.00 * Overlay Biosolid Driveway 40,000.00 - 40,000.00 * Industrial Stormwater Permit 20,000.00 - 20,000.00

-TOTAL WASTE TREATMENT OPERATING PROJ $ 3,268,450.00 $ 621,714.94 $ 2 ,646, 735.06

VEHICLE REPLACEMENT WASTE TREATMENT- VEHICLE REPLACEMENT $ 222,790.00 $ - $ 222,790.00

Rep I. 2006 I nt'l Tractor Repl. 2006 Ford F-350

GENERAL FUND- VEHICLE REPLACEMENT POLICE DEPARTMENT 210,000.00 217,900.06 (7,900.06)

Squad Car Replacement (4) Additional K-9 Unit

FIRE DEPARTMENT 15,000.00 14,599.00 401 .00 Repl. 2011 Polaris 500

PUBLIC WORKS 408,000.00 305,368.97 102,631 .03 1-Ton Pickups (3) MT-Trackless with Batwing Add itional Back-Hoe

-TOTAL VEHICLE REPLACEMENT $ 855,790.00 $ 537,868.03 $ 3 1 7,921.97

3

Capital Improvement Expenditures As Of July 31

' 201 8

GENERAL CAPITAL BUDGET EXPENDED BALANCE

INFORMATION TECHNOLOGY New Storage Array (P.O.) $ 25,000.00 $ 18,618.23 $ 6,381.77 E-Parking Ticket System 8,000.00 - 8,000.00 Live Streaming and Broadcasting 17,000.00 12,645.00 4,355.00

POLICE DEPARTMENT Search Robot 18,000.00 - 18,000.00

FIRE DEPARTMENT Outdoor Warning Siren 25,000.00 - 25,000.00

* Fire Pumper 600,000.00 597,644.03 2,355.97 ENGINEERING

Traffic Study 50,000.00 - 50,000.00 PUBLIC WORKS

Fuel Tanks 90,000.00 - 90,000.00 Floor Drain System 15,000.00 - 15,000.00

* Truck Lift- Mech. Shop 130,000.00 136,199.79 (6, 199.79) AUDITORIUM

* Lighting 20,000.00 17,538.00 2,462.00 *Ceiling 110,000.00 - 110,000.00 * Tuck Pointing 63,735.00 - 63,735.00

LEISURE SERVICES Playground Equipment 100,000.00 - 100,000.00 Portable Bleachers 40,000.00 34,766.00 5,234.00 Baker Diamond Lighting Project 295,000.00 - 295,000.00

* Rice Park Improvements 822,200.00 850,246.19 (28,046.19) * Playground Equipment 90,800.00 70,691.46 20,108.54 * Miller Park Improvements 370,000.00 33,570.91 336,429.09

CIVIC CENTER Sound System 50,000.00 53,022.95 (3,022.95)

AQUATIC CENTER Resurface Pool Bottom

-TOTAL GENERAL CAPITAL $ 2,939, 735.00 $ 1,824,942.56 $ 1 '114, 792.44

4

General Fund Revenue As Of July 3 1 , 2 0 1 8

2018 2018 Actua l 2017 Actual Annual Budget Year-To-Date

Revenues

General Property Taxes $ 5,054,302.05 $ 5,319,245.00 $ 2,812,402.89 Licenses and Permits 554,248.77 * 458,560.00 292,493.39

Intergovernmental 5,433,283.50 5,491 ,783.00 2,665,127.21 Service Charges 765,058.86 * 747,930.00 374,961.00 Fines and Forfeits 147,835.35 167,000.00 89,003.53 Special Assessments 1,272.71 * 2,500.00 435.02 Miscellaneous Revenue 769,993.00 940,000.00 579,687.85 Other Financing Sources 2,766,226.91 * 2,989,429.00 1,074,291.01

-Tota l Revenues $ 15,492,221.15 $ 16,116,447.00 $ 7,888,401.90

% of2018 Budget

52.87% 63.79% 48.53% 50.13% 53.30% 17.40% 61.67% 35.94%

48.95%

5

General Fund Expenditures -General Government

As Of July 3 1 , 2 0 1 8

2018 2018 Actual 2017 Actual Annual Budget Year-To-Date

Expenditures

City Administrator $ 404,795.89 $ 385,706.00 $ 208,917.13 Mayor and Council 171,098.36 187,200.00 115,289.22 Planning/Development Services 566,137.52 * 553,144.00 334,672.56 City Clerk 162,669.74 * 154,438.00 95,847.13 Assessing 242,025.81 * 122,100.00 110,014.00 Finance Department 387,449.86 393,374.00 221 ,878.86 Legal 266,881.17 * 250,000.00 132,631.99 City Hall 128,241.16 182,209 .00 79,253.83 Information Technology 410,405.68 498,774.00 264,920.21 Office Services 28,588.08 * 31,700.00 13,232.14 Elections 18,131.40 66,595.00 11 ,373.60 Non-DepartmentaVGen.Gov't. 917,774.86 * 1 ,041 ,871.00 575,071 .78

Sub-Total General Gov't. 3,704,199.53 3,867,111 .00 2, 163,102.45

% of2018 Budget

54.16% 61 .59% 60.50% 62.06% 90.10% 56.40% 53.05% 43.50% 53.11% 41.74% 17.08% 55.20%

55.94%

6

General Fund Expenditures (Can't) -Public Safety and Streets/Highways

As Of July 3 1 , 2 0 1 8

2018 2018 Actual % of2018 2017 Actual Annual Budget Year-To-Date Budget

Expenditures

Police Department 4,205,276.99 4,450,559.00 2,774,480.50 62.34% Fire Protection 627,669.82 711 ,886.00 358,736.88 50.39% Non-Departmentai/Pub.Safety 17,054.69 19,500.00 9,279.45 47.59%

Sub-Total Public Safety 4 ,850,001.50 5,181,945.00 3,142,496.83 60.64%

Transit System 20 ,000.00 20,000.00 - 0.00% Engineering 469,816.38 650,512.00 323,563.04 49.74% Storm Water - 55,000.00 1,199.00 2.1 8% Public Works 2,416,526.51 2,502,672.00 1 ,438 ,559 .4 7 57.48% Non-Departmentai/Pub.Works 806.00 1,000.00 - 0.00%

Sub-Total Streets/Highways 2,907,148.89 3,229 ,1 84.00 1,763,321.51 54.61%

7

General Fund Expenditures (Can't) -Culture/Recreation and Tran sfers

As Of July 3 1 , 2 0 1 8

2018 2018 Actual % of 2018 2017 Actual Annual Budget Year-To-Date Budget

Expenditures

WRAC 148,005.11 * 160,485.00 78,080.80 48.65% Library 462 ,597.00 526,594.00 262,499.00 49.85% Auditorium 102,092.20 73,751.00 28 ,302.64 38 .38% Non-DepartmentaVCulture-Recr. 92,704.58 53,647.00 54,133.00 * 100.91% Leisure Services 451 ,179.50 * 462,709.00 155,763.38 33.66% Civic Center 717,233.17 * 659,861.00 369,268.49 55.96% Community Center 92,195.81 156,257.00 44,137.02 28 .25% Aquatic Center 199,444.59 195,750.00 111,574.54 57.00%

Sub-Total Culture/Recreation 2,265,451.96 2,289,054.00 1,103,758.87 48.22%

Transfers 2,071 ,286.00 3,001 ,090.00 - 0.00% -

Total Expenditures $ 15,798,087.88 $ 17,568,384.00 $ 8,172,679.66 46.52%

* Indicates Over Budget

8

Waste Treatment Plant Revenues and Expenditures

As Of July 31, 2018

2018 2018 Actual 2017 Actual Annual Budget Year-To-Date

Revenues Intergovernmental $ 90,949.79 * $ 47,000.00 $ 15,913.77 , Service Charges 9,497,284.44 10,236,000.00 4,907,091.37 Miscellaneous Revenue 349,109.53 * 250,000.00 95,645.86

-Total Revenues $ 9,937,343.76 $ 10,533,000.00 $ 5,018,651.00

Expenditures Waste Treatment- Treatment $ 5,639,894.56 $ 10,874,608.00 $ 2,424,730.48 Waste Treatment- Collections 360,412.23 509,988.00 190,618.52 Waste Treatment- Biosolids 255,794.28 325,193.00 115,526.06

-Total Expenditures $ 6,256,1 01.07 $ 11,709,789.00 $ 2,730,875.06

* Indicates Over Budget

% of2018 Budget

33.86% 47.94% 38.26%

47.65%

22.30% 37.38% 35.53%

23.32%

9

Investment and Cash Balances As Of July 31, 2018

As Of 12/31/2017 As of 07/31/2018

Percentage of Percentage of

Booked Booked Booked Booked

Market Value Market Value Market Value Market Value

Morgan Stanley Smith Barney (RK) $ 4,715,259 .16 $ 4,650,871 .59

Morgan Stanley Smith Barney (NN) $ 2,983 ,290 .00 $ 2,969,700.00

Total Morgan Stanley Smith Barney 18.4770% $ 7,698,549 .16 18.5925% $ 7,620,571 .59

Multi-Bank Securities 21.4073% $ 8,919,461.57 21.9023% $ 8,977,187.00

UBS Financial Services 21.6384% $ 9,015,763.67 21 .5364% $ 8,827,207 .01

Wells Fargo 18.4779% $ 7,698,911 .00 18.4154% $ 7,547,995.00

Wells Fargo Advisors 19.9993% $ 8,332 ,805 .20 19.5534% $ 8,014,416 .80 -

Total of Investments 100.0000% $ 41,665,490.60 100.0000% $ 40,987,377.40

Heritage Bank $ 10,420,940.20 $ 16,576,654.45

-

Total of Investments and Cash $ 52,086,430.80 $ 57,564,031.85

1 0

WILLMAR



City Office Building 333 SW 61h Street


Fax Number 320-235-4917

From: Bruce D. Peterson, Director of Planning and Development Services

Subject: Industrial Park Land Sale letter of intent

AGENDA ITEM: Industrial Park Land Sale letter of intent

INTRODUCTION/REQUEST: The City received a proposal to purchase property in the industrial park described as Lots 1-8, Block 3, Willmar Industrial Park Fourth Addition. The proposal has been submitted by CBRE Assignee. Being proposed on the site is a package sorting/distribution center.

HISTORY: Staff has worked with this company for some time to review site options and to put together a plan for their location in Willmar. They have agreed to move forward with the purchase.

CURRENT CIRCUMSTANCE: A letter of intent has been filed with the City for the acquisition of the property. The starting price for the acquisition will be $1,001,880 with the City's Industrial Land Write Down Policy being applied to the price to arrive at a fmal sale price. The letter of intent is fairly straight forward and deals with the site issues that would normally be encountered in such a project. The letter of intent is a confirmation of interest only, and does not constitute a binding agreement at this time.

RECOMMENDATION: That the Council approve the letter of intent and authorize the City Administrator to execute that document.

ISSUES: The Company is performing due diEgence on the site in the form of soil borings and other environmental review. The letter of intent is the first step in fmalizing the sale. There will be the actual sale of the property via Ordinance that will come back to the Council at a later date.

FINANCIAL IMPACT: The listing price is $1,001,880. Improvements to the property in excess of $5 million dollars is anticipated, as is increased employment, thereby reducing the fmal purchase price to be determined in the near future.

ALTERNATIVE: 1. To execute the letter of intent 2. To not purse the sale

RECOMMENDED MOTION: To adopt the resolution accepting the letter of intent as a non-binding agreement and authorizing the City Administrator to execute the letter of intent.

REVIEWED BY: Bruce D. Peterson, Director of Planning and Development Services


COUNCIL MEETING DATE: August 20,2018

0 CONSENT AGENDA rgj AGENDA

RESOLUTION NO. __ _

AUTHORIZATION TO EXECUTE LETTER OF INTENT FOR SALE OF INDUSTRIAL PARK PROPERTY

Motion By: _______ _ Second By: _______ _

BE IT RESOLVED by the City Council of the City of Willmar, a municipal corporation of the State of Minnesota, that the City Administrator be authorized to execute a letter of intent with CBRE assignee for the sale of Lots 1-8, Block 3, Willmar Industrial Park Fourth Addition.

Dated this 20th day of August, 2018

MAYOR Attest:

CITY CLERK

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WillMAR INDUSTRIAl PARK FOURTH ADDITION

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August 14th, 2018

Mr. Bruce Peterson, AICP Director of Planning and Development Services Willmar, MN 56201

RE: Letter of Intent Approximately 18.4 acres located in tlte 4tlt Addition site in tlte lmlustrial Park.

Dear Mr. Bruce,

CBRE Assignee intends to enter into negotiations for the purchase of the captioned Property upon the following terms and conditions, as well as other customary provisions that shall be mutually agreed upon by the parties, all of which will be, if agreed to, contained in a separate Agreement of Sale and Purchase (the "Agreement"). The purchase shall be contingent upon the delivery of a clean environmental, approval of the plans and specifications by the local city or governing body, and an acceptable Title and ALTA/ACSM survey.

Except for the parties' agreement to negotiate in good faith, to use the Buyer's Purchase and Sale Agreement form and to keep confidential all communications relating to this transaction, this Letter oflntent shall not be binding upon the parties, may be terminated or withdrawn by either party for any reason or for no reason, and does not contain all the essential terms and conditions of a purchase. No contractual obligations of any kind are created by the parties' execution and delivery of this Letter of Intent or by any incidental negotiations or conversations. A binding agreement shall not exist between the parties until the senior management of Buyer and Seller have approved this transaction and a definitive Purchase and Sale Agreement has been fully approved and executed by all parties.

The salient points of this Letter oflntent are as follows:

PURCHASER

SELLER

PURCHASE PRICE

ESCROW FUNDS

PROPERTY

USE

SURVEY

DEED&TITLE

);;.> CBRE Assignee

);;.> Please provide Entity

);;.> $1,001,880 ($1.25/sq. ft.) minus employment & tax base credit

);;.> Ten Thousand ($10,000) Dollars to be deposited with Minnesota Title Insurance Company upon execution of the Purchase and Sale Agreement.

;.. Block 3 (Lots l thru 8) in the 4th Addition Kandiyohi County Industrial Park consisting of approximately 18.4 acres. Block 3 is located to the NW of Willmar Ave & County Rd. 5 and is shown in Exhibit A. Buyer shall have the ability to reduce the number of lots purchased with a proportionate price reduction pending further site plan review and due diligence.

);;.> 2417/365 small package sorting and distribution center.

);;.> Seller shall deliver to Purchaser within ten (1 0) days after the execution of the Agreement a copy of any existing survey it may have in its possession. Purchaser, at its expense, shall have the right to obtain an updated survey.

);;.> Title shall be transferred by duly executed General Warranty Deed (the "Deed") to Purchaser, free and clear of encumbrances not approved by Purchaser. Seller shall provide copies of any title insurance policy or title insurance commitment for the property in the possession of Seller. Purchaser shall have the right to obtain, at Purchaser's expense, an ALTA form commitment for title insurance from a mutually agreed upon Minnesota title company, resulting in indefeasible title free and clear of all encumbrances not approved by Purchaser.

CONTINGENCY

EXAMINATION PERIOD

EXTENSION

ENVIRONMENTAL

PERMITS & APPROVALS

ZONING

1. Acceptable Title & Survey 2. Willmar/Kandiyohi approval of the proposed site plan & zoning

approval if required along w/ building permits for such use 3. Clean Environmental reports 4. Acceptance of the Plans and Specifications by the local governing

authority(s) for the intended use by Purchaser 5. Such land is not protected by any endangered habitat act or resolution 6. Letter of Intent subject to senior management review and approval 7. Review of any geotechnical and/or hydrological inspection. 8. Willmar/Kandiyohi installation of traffic light on County Rd. 5 &

Willmar Ave. on/before June 1'1, 2020.

Purchaser may withdraw from the Agreement prior to expiration of the examination period for any reason including if any one of the contingencies are not met and receive back its escrow deposit and any e..r:tension payments

~ Commencing with the date of execution of the Agreement by both parties, and ending One Hundred Eighty (180) days thereafter (the "Examination Period"), Purchaser, its employees, agents, representatives, contractors, architects, engineers and consultants shall have the right and license to enter upon the Property for the sole purpose of conducting any tests, surveys, environmental studies, investigations, or analyses as Purchaser may deem appropriate, including, without limitation, determining the feasibility of the property for Purchaser's Intended Use. Seller shall deliver to Buyer within 15 days of the opening of escrow all due diligence items in their possession relative to the subject site. Purchaser to indemnify Seller and restore to substantially the same pre-test condition upon termination of the Agreement. Purchaser may withdraw from the Agreement for any reason (or for no reason at all) within the Examination Period, and receive back any and all escrow deposits.

~ Purchaser may extend the Examination Period for up to two (2) thirty (30) day periods. Purchaser shall notify Seller of its intent to extend the Examination Period by providing written notice to Seller five (5) days before the end of the Examination Period, as it may be extended. If the extension is exercised, an additional $5,000 for each thirty (30) day extension shall be placed into Escrow and shall be applicable to the Purchase Price.

~ Seller shall deliver to Purchaser within ten (1 0) days after the execution of the Agreement a copy of any existing environmental reports it may have in its possession. Purchaser, at Purchaser's expense, will have the right to perform, without limitation, any additional environmental testing that it deems necessary.

~ Seller shall use reasonable efforts to assist Purchaser in obtaining all necessary permits and approvals from regulatory authorities in such from as requested by Purchaser, prior to closing, to allow Purchaser to design, construct, develop, and operate the Property for Purchaser's intended use. Seller's obligations in the Agreement in this regard shall include, but will not be limited to, preparing, filing, and joining in any applications therefore and attending and participating in any meetings or hearings of administrative officials and legislative bodies with respect to Purchaser's obtaining all such permits. Seller will secure proper subdivision of the Property from any larger parcel.

~ Seller and Purchaser shall confirm that Purchaser's Intended Use is in compliance with local zoning regulations as a condition precedent to closing.

2

CLOSING

CLOSING EXPENSES

PRORATION OF TAXES

UTILITIES/ROADS

CALCULATION OF TIME

SELLER REPRESENTATIONS

EARLY ACCESS

CONFIDENTIALITY

Settlement shall occur no later than thirty (30) days after the close of the ~ Examination Period, but not before the governing municipality of the site(s)

approve and permit the proposed building plans. However, not later than ninety (90) days after the close of the Examination Period.

~ Seller shall pay for the preparation of the Deed, standard title policy cost, costs to release any liens on the Property, and all costs for utilities to be at the property boundary and with no special assessments or assessments for previous installation of prior work including but not limited to utilities, roads, grading, drainage, etc.; and all other costs and expenses which Seller shall have agreed to pay pursuant to the terms of this Agreement. Purchaser shall pay for the per page charge for recording the Deed, recording fee for the Deed, title premium for any title insurance endorsements required by Purchaser, and all other costs and expenses which it shall have agreed to pay pursuant to the terms of this Agreement. Purchaser and Seller shall each pay their own attorney's fees. All state and local realty transfer taxes shall be paid by Seller.

~ All municipal real estate taxes assessed against the Property for the current year shall be prorated between Seller and Purchaser on a tax fiscal year basis as of the closing. Any assessments taken into consideration in setting the Purchase Price shall be paid by Seller at closing and shall otherwise be prorated. All rollback taxes, if any, will be paid by Seller.

~ Seller shall confirm public utilities (electric, water, gas, sewer, phone) to Purchaser's site boundary. Seller shall commit to providing a traffic signal at the intersection of Willmar Avenue and County Rd. 5 prior to May 1, 2020.

~ If any time period specified herein expires on a Saturday, Sunday or legal holiday, such time period shall be automatically extended through the close of business on the next regular business day.

~ Rights of Acquisition. No other person, firm, corporation or other entity has any right or option to acquire the Property or any portion thereof or any interest thereafter the contract is executed.

Landfill. To best of Seller's knowledge, the Property has never been used as a landfill or as a garbage dump.

Environmental Hazards and Endangered Species. Seller makes no warranty as to environmental hazards and endangered species and will convey the property "As is, where is".

> Upon Seller's concurrence with this Letter of Terms and following reasonable notice to Seller by Buyer, Buyer shall be granted Early Access to the targeted site in the development to begin its necessary investigations, examinations and due diligence related to the potential purchase of the Real Estate prior to execution of a Purchase and Sale Agreement.

> Purchaser and Seller acknowledge that the terms and conditions contained herein and details of the ensuing negotiations will remain confidential between the parties and their professionals, and no confidential information will be distributed to any entity or person, except

3

EXCLUSIVE NEGOTIATION

DISCLAIMER:

employees, agents of the parties and Beneficiaries of TrustNenture are included in the term "parties".

>- Purchaser and Seller shall exclusively negotiate in good faith and shall endeavor to complete and execute an Agreement of Sale no later than September 141h, 2018. The time period may be adjusted by mutual written agreement to the parties.

>- This letter is a confirmation of interest only and is not intended to constitute a binding agreement, unless an Agreement, in a form mutually acceptable to the parties, in their sole discretion, is prepared and signed by both parties. The parties hereby recognize that no special relationship has been created between the parties by virtue of this letter. The terms of this letter are subject to senior management review and approval and do not in any way constitute an agreement of the parties. In the event there is an inability by both parties to reach complete and mutual agreement on either business or legal issues, this letter agreement will be null and void and not binding on either party.

The above terms are generally acceptable to Buyer. If the terms outlined in this Letter of Terms are generally acceptable to Seller, please indicate by signing below and returning a copy to the undersigned, no later than Friday, August 24th 2018.

Buyer reserves tlte rigltt to reject any and all proposals, modifv tlte project or cancel tlte project entirelv wit/tout any obligation whatsoever to tlte proposing companies, tlteir agents, representatives, lenders and/or employees. By responding to litis request (or a proposal, neither CBRE nor Buyer will be responsible (or costs incurred by any proposing companies.

Regards,

Justin Felix 1 Transaction Manager CBRE 1 Brokerage Services (Industrial) 1900 LaSalle Plaza, 800 LaSalle Avenue 1 Minneapolis, MN 55402 T 612 336 4250 IF 952 831 80231 c 612 718 2234 [email protected] I Vv'ww.cbre.us/justin.felix

Licenses: MN, WI, lA

Seller:

Agreed to and accepted this ____ day of ___ 2018.

By: ----------------------------

Print: ------------------------------

4

Exhibit A:

1st & 2n d Addition

3rd Add ition

4th Additi o n -Platted

Availa ble - Unplatted

5

WILLMAR City Office Building

333 SW 6th Street Willmar, MN 56201




From: Bruce D. Peterson, Director of Planning and Subject: Consideration of Tax Increment Financing Development Services Development Agreement for 15th Street Flats, LLC

AGENDA ITEM: Consideration of Tax Increment Financing Development Agreement for 15th Street Flats, LLC

INTRODUCTION/REQUEST: The 15th Street Flats Apartment project is scheduled to break ground in September. The remaining issue to take care of at the Council level is the approval of the Tax Increment Financing Development Agreement.

HISTORY: The City Council considered and approved a tax increment fmancing plan for the 15th Street flats project. 15th Street flats is a 47 unit work force housing project being developed on 15th Street Southeast by Commonwealth Development.

CURRENT CIRCUMSTANCE: The construction plans for the project have been approved. To move the project fmward it is necessary that the Council enter into the formal development agreement specifying the fmancial details for the tax increment program.

RECOMMENDATION: That the Mayor and Administrator be authorized to enter into the tax increment development agreement between the City of Willmar and 15th Street Flats, LLC.

ISSUES: N/A

FINANCIAL IMPACT: The TIF district was approved for a period of 15 years. It was estimated that the tax increment note to the developer would be issued in the amount of just over $525,000.

ALTERNATIVE: 1. To approve the agreement 2. To not approve the agreement

RECOMMENDED MOTION: That a resolution be adopted approving the development agreement and authorizing the Mayor and Administrator to execute the document on behalf of the City.

REVIEWED BY: Bruce D. Peterson, Director of Planning and Development Services


COUNCIL MEETING DATE: August 20, 2018

0 CONSENT AGENDA [ZJ AGENDA

RESOLUTION NO.

TAX INCREMENT DEVELOPMENT AGREEMENT FOR 15TH STREET FLATS, LLC

Motion By: ____ _ Second By: ____ _

BE IT RESOLVED by the City Council of the City of Willmar, a municipal corporation of the State of Minnesota, that the Mayor and City Administrator be authorized to enter into a Tax Increment Development Agreement between the City of Willmar and 15th Street Flats, LLC.

Dated this 2Qth day of August, 2018.

MAYOR

Attest:

CITY CLERK

W & W Comments 8/13/2018

TAX INCREMENT DEVELOPMENT AGREEMENT

This document drafted by: Flahe1iy & Hood, P .A. 525 Park Street, Suite 4 70 St. Paul, MN 55103 (651) 225-8840

BY AND BETWEEN

CITY OF WILLMAR, MINNESOTA

AND

15TH STREET FLATS, LLC

TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS ........................................................................................................... 5

Section 1.1 Definitions ..................................................................................................... 6

ARTICLE 2. REPRESENTATIONS AND WARRANTIES .......................................................... 8

Section 2.1 Representations and Warranties of the City .................................................. 8

Section 2.2 Representations and Warranties of the Developer ........................................ 8

ARTICLE 3. UNDERTAKINGS BY DEVELOPER AND CITY .............................................. .11

Section 3.1 Project and Legal and Administrative Expenses ......................................... 11

Section 3.2 Reimbursement of Costs; Tax Increment.. .................................................. 11

Section 3.3 TIF Revenue Note ....................................................................................... 12

Section 3.4 Administrative Costs ................................................................................... 13

Section 3.5 Records ........................................................................................................ 13

Section 3.6 Continued Operation ................................................................................... 13

Section 3. 7 Affordability Requirements ......................................................................... 13

Section 3.8 Restriction on Nonresidential Use ............................................................... 13

ARTICLE 4. CONSTRUCTION OF PROJECT .......................................................................... .14

Section 4.1 Construction of Project Improvements ........................................................ 14

Section 4.2 Construction Plans ....................................................................................... 14

Section 4.3 Commencement and Completion of Construction ...................................... 14

Section 4.4 Certificate of Completion ............................................................................ 14

Section 4.5 Certificate of Occupancy ............................................................................. 14

ARTICLE 5. INSURANCE .......................................................................................................... 15

Section 5.1 Required Insurance During Construction .................................................... 15

Section 5.2 Post-Construction Required Insurance ........................................................ 15

Section 5.3 Evidence ofRequired Insurance .................................................................. 15

Section 5.4 Damage; Duty to Notify and Repair ............................................................ 16

Section 5.5 Failure to Repair; Termination ofTIF Note ............................................... .16

2

Section 5.6 Termination of Insurance ............................................................................ 16

ARTICLE 6. TAX INCREMENT; TAXES .................................................................................. 17

Section 6.1 Right to Collect Delinquent Taxes ............................................................. .17

Section 6.2 Reduction ofTaxes ...................................................................................... 17

ARTICLE 7. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNIFICATION ........................................................................................................ 18

Section 7.1 Prohibition Against Developer's Transfer of Propetiy and Assignment of Agreement ........................................................................... 18

Section 7.2 Release and Indemnification Covenants .................................................... .19

ARTICLE 8. EVENTS OFDEFAULT ......................................................................................... 21

Section 8.1 Events of Default Defined ........................................................................... 21

Section 8.2 Remedies on Default ................................................................................... 21

Section 8.3 No Remedy Exclusive ................................................................................. 22

Section 8.4 No Additional Waiver Implied by One Waiver .......................................... 22

ARTICLE 9. GENERAL PROVISIONS ...................................................................................... 23

Section 9.1 Binding Effect ............................................................................................. 23

Section 9.2 Voluntary and Knowing Action .................................................................. 23

Section 9.3 Authorized Signatories ................................................................................ 23

Section 9.4 City Representatives Not Individually Liable ............................................. 23

Section 9.5 Equal Employment Oppmiunity ................................................................ .23

Section 9.6 Severability .................................................................................................. 23

Section 9. 7 Governing Law ............................................................................................ 23

Section 9. 8 Records-Availability and Retention ......................................................... 23

Section 9. 9 Data Practices .............................................................................................. 24

Section 9.10 Recording .................................................................................................... 24

Section 9.11 Notice of Status and Conformance .............................................................. 24

Section 9.12 Amendment ................................................................................................. 24

Section 9.13 Restrictions on Use ..................................................................................... 24

Section 9.14 Conflicts of Interest. .................................................................................. .24

3

Section 9.15 Titles of Articles and Sections ................................................................... .24

Section 9.16 Notices and Demands ................................................................................. 25

Section 9.1 7 Counterparts ............................................................................................... 25

Section 9.18 Expiration ................................................................................................... 25

Section 9.19 Provisions Surviving Rescission or Expiration .......................................... 25

Exhibit A: Legal Description of Development Property Exhibit B: Depiction of Development Property and Project Area Exhibit C: Certificate of Completion Exhibit D: Form Limited Revenue Tax Increment Note

4

TAX INCREMENT DEVELOPMENT AGREEMENT

THIS AGREEMENT, made as of the __ day of , 2018, by and between the City of Willmar, Minnesota (the "City"), a municipal corporation organized and existing under the laws of the State of Minnesota and 15th Street Flats, LLC (the "Developer"), a Wisconsin limited liability company.

WITNESSETH:

WHEREAS, pursuant to Minnesota Statutes, Section 469.124 through 469.134, the City has formed Municipal Development District No. IX (the "Development District") and has adopted a development program therefor (the "Development Program"); and

WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through 469.1794, as amended, (hereinafter the "Tax Increment Act"), the City has created, within the Development District, the 15th Street Flats Tax Increment Financing District (a Housing District) (the "Tax Increment District"), and has adopted a tax increment financing plan, dated January, 2018, by its Resolution No. 18-18, dated February 20, 2018 (the "Tax Increment Financing Plan''), which provides for the use of tax increment financing in connection with certain development within the Development District; and

WHEREAS, in order to achieve the objectives of the Development Program and particularly to make the land in the Development District available for development by private enterprise in conformance with the Development Program, the City has determined to assist the Developer with the financing of certain costs of a Project (as hereinafter defined) to be constructed within the Tax Increment District as more particularly set forth in this Agreement; and

WHEREAS, the City believes that the development and construction of the Project, and fulfillment ofthis Agreement are vital and are in the best interests ofthe City, the health, safety, morals and welfare of residents of the City, and in accordance with the public purpose and provisions of the applicable state and local laws and requirements under which the Project has been undertaken and is being assisted; and

WHEREAS, the requirements of the Business Subsidy Law, Minnesota Statutes, Section 116J.993 through 116J.995, do not apply to this Agreement because assistance is being provided solely for housing.

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:

ARTICLE 1. DEFINITIONS

5

Section 1.1 Definitions.!. All capitalized terms used and not otherwise defined herein shall have the following meanings unless a different meaning clearly appears from the context:

Agreement means this Tax Increment Development Agreement, as the same may be from time to time modified, amended or supplemented;

Available Tax Increment has the meaning provided in the TIP Note, which is attached hereto as Exhibit D.

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 the certification provided to the Developer pursuant to Section 4.4 of this Agreement, on the form attached as Exhibit C;

City means the City of Willmar, Minnesota;

County means Kandiyohi County, Minnesota;

Developer means 15th Street Flats, LLC, its successors and assigns;

Development District means the real property included in the Municipal Development District No. IX heretofore established;

Development Program means the Development Program approved in connection with the Development District;

Development Property means the real property legally described on Exhibit A;

Event of Default means any of the events described in Section 8.1 hereof;

Holder means the holder or beneficiary of a Mortgage.

Legal and Administrative Expenses means the costs, fees or expenses incurred by the City in connection with the transaction described in this Agreement, including but not limited to the costs of the financial advisor and attorneys, as well as for the administration of the Tax Increment Financing Plan and the preparation of this Agreement;

Maturity Date means the date that the TIP Note has been paid in full, prepaid, or terminated in accordance with its terms;

Mortgage means any mortgage made by the Developer which is secured, in whole or in part, with the Development Property.

6

Project means construction of a four-story structure containing a minimum of 47 residential apartment units to be located on the Development Property, as well as construction of a new access, parking improvements, lighting, utility extensions/relocations, soil correction, and stormwater controls thereon;

Reimbursable Expenses means the documented costs to the Developer of acquisition of the Development Property, site preparation costs, costs of constructing housing, or any other costs eligible to reimbursed with Tax Increment;

State means the State of Minnesota;

Tax Increment means tax increment, as defined in the Tax Increment Act, derived from the Development Property located within the Tax Increment District;

Tax Increment Act means Minnesota Statutes, Sections 469.17 4 through 469.1794, as amended;

Tax Increment District means the 15th Street Flats Tax Increment Financing District, located within the Development District, which was qualified as a housing district under the Tax Increment Act;

Tax Increment Financing Plan means the tax increment financing plan approved for the Tax Increment District by the City Council by its Resolution No. 18-18, dated February 20, 2018;

TIF Note means the Limited Revenue Tax Increment Note, substantially in the form attached hereto as Exhibit D, to be executed by the City and delivered to the Developer in accordance with this Agreement;

Unavoidable Delays means delays, beyond the reasonable control of the party seeking to be excused as a result thereof, which are the direct result of war, terrorism, strikes, other labor troubles, unusually severe or prolonged bad weather, acts of God, 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; provided that within 15 days after a party impaired by the delay has knowledge of the delay it shall give the other party notice of the delay and the estimated length of the delay, and shall give the other party notice of the actual length of the delay within 15 days after the cause of the delay has ceased to exist. The parties shall pursue with reasonable diligence the avoidance and removal of such delay. Unavoidable delay shall not extend performance of any obligation unless the notices required in this definition are given as herein required.

[The remainder of this page is intentionally left blank.]

7

ARTICLE 2. REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties ofthe City. The City makes the following representations and warranties:

(a) The City is a municipal corporation and has the power to enter into this Agreement and carry out its obligations hereunder.

(b) The Tax Increment District is a "housing district" within the meaning of Minnesota Statutes, Section 469.174, Subdivision 11, and was created, adopted and approved in accordance with the terms of the Tax Increment Act.

(c) The development contemplated by this Agreement is in conformance with the development objectives set forth in the Development Program. Land use permits shall be governed by City land use ordinances, with specific land use permits or approvals considered separate from this Agreement.

(d) To finance certain costs within the Tax Increment District, the City proposes, subject to the fmiher provisions of this Agreement, to apply Tax Increments to reimburse the Developer for the Reimbursable Costs in connection with the Project as provided in this Agreement. The City neither pledges nor provides any other financial assistance to the Developer for the construction of the Project or other costs.

(e) The requirements ofthe Business Subsidy Law, Minnesota Statutes, Section 1161.993 through 1161.995, do not apply to this Agreement because assistance is being provided solely for housing.

(f) The City makes no representation or warranty, either expressed or implied, as to the Development Property or its condition or the soil conditions thereon, or that the Development Prope1iy shall be suitable for the Developer's purposes or needs.

Section 2.2 Representations and Warranties of the Developer. The Developer makes the following representations and warranties:

(a) The Developer is a Wisconsin limited liability company, is in good standing in the State and has power to enter into this Agreement and to perform its obligations hereunder and is not in violation ofthe laws of the State.

(b) The Developer shall 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).

(c) 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

8

foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement.

(d) The Developer will use its best efforts to 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 before the Project may be lawfully constructed.

(e) 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.

(f) The Developer will cooperate with the City with respect to any litigation commenced with respect to the Project.

(g) For so long as Developer continues to own the Development Property after completion of construction of the Project, the Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety or nuisance problems, which may arise in connection with the construction, operation or maintenance of the Project.

(h) The Developer has received no notice or communication from any local, state or federal official that the activities of the Developer or the City on the Development Property may be or will be in violation of any environmental law or regulation. The Developer is aware of no facts the existence of which would cause it to be in violation of or give any person a valid claim under any local, state or federal environmental law, regulation or review procedure.

(i) Whenever any Event of Default occurs and ifthe City shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the Developer under this Agreement, and the City prevails in such action, the Developer agrees that it shall, within twenty (20) business days of written demand by the City, pay to the City the reasonable fees of such attorneys and such other expenses so incurred by the City.

G) The proposed development by the Developer hereunder would not occur but for the tax increment financing assistance being provided by the City hereunder.

(k) The Developer shall promptly advise City in writing of all litigation or claims affecting any part of the Project and all written complaints and charges made by any governmental authority materially affecting the Project or materially affecting Developer or its business which may delay or require changes in construction of the Project.

(1) Reserved.

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(m) The financing commitments which the Developer has obtained to finance the construction of the Project, together with the equity funds available to the Developer, together with financing to be provided by the City pursuant to this Agreement, will be sufficient to enable the Developer to successfully complete the Project.

(n) The Developer has made its own projections of tax increment and revenues to be generated from the Project and ofthe Developer's return on investment, and the Developer has not relied on any assumptions, calculations, determinations or conclusions made by the City, its governing body members, officers or agents, including the independent contractors, consultants and legal counsel, and employees thereof, with respect to the foregoing or in determining to proceed with the Project.

(o) The construction ofthe Project shall commence on or before October 1, 2018 and, barring Unavoidable Delays, the Project will be substantially completed by October 31,2019.


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ARTICLE 3. UNDERTAKINGS BY DEVELOPER AND CITY

Section 3.1 Project and Legal and Administrative Expenses.

(a) Reimbursement of City Costs. The Developer shall pay the City for legal and administrative expenses upon execution of this Agreement. Should the City incur additional reasonable legal and administrative expenses thereafter in connection with an amendment of this Agreement, the City may request payment thereof and the Developer agrees to pay all reasonable legal and administrative expenses incurred by the City within 30 days of the City's written InVOICe.

(b) The Developer shall construct the Project in accordance with this Agreement.

(c) The Developer shall pay all costs ofthe Development Property and the Project.

(d) The Developer owns the Development Property and the City has no obligation to acquire the Development Property or any portion thereof on the Developer's behalf. The Developer acknowledges that the City makes no representations or warranties as to the condition of the Development Property or the fitness of the Development Property for construction of the Project or any other purpose for which the Developer may make use of such Development Property, and that the assistance provided to Developer under this Agreement neither implies any responsibility by the City for any contamination of the Development Property or poor soil conditions nor imposes any obligation on the City to pmiicipate in any cleanup of the Development Property or correction of any soil problems.

(e) The Developer will operate and maintain the Project in accordance with the terms of this Agreement and all applicable local, state and federal laws and regulations (including but not limited to, environmental, zoning, building and public health laws and regulations) subject to its respective rights to contest the same pursuant to applicable laws.

(f) At all times through the termination of this Agreement, the Developer will operate, maintain, preserve and keep the respective Project, Development Prope1iy and such portions thereof in good repair and condition.

Section 3.2 Reimbursement of Costs; Tax Increment. The City will pledge 90% of Tax Increments received and retained by the City to reimburse the Developer for up to $525,387.60 (the "Reimbursement Amount") of documented Reimbursable Expenses actually incurred and paid by the Developer for the Project. The City's obligation to reimburse the Developer for the Reimbursable Expenses up to the Reimbursement Amount for the construction of the Project on the Development Property shall come solely from Tax Increment received and retained by the City and shall be subject to satisfaction of the following conditions precedent:

(a) The Developer shall be in material compliance with all the terms, conditions and provisions of this Agreement;

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(b) The Developer shall have substantially completed construction ofthe Project, as evidenced by the City's issuance of a Certificate of Completion in the form attached hereto as Exhibit C.

(c) The Developer shall have submitted to the City copies of invoices or other evidence acceptable to the City documenting the Developer's Reimbursable Expenses incurred on the Project.

Section 3.3 TIF Revenue Note. Notwithstanding any provision of this Agreement, the Developer agrees to and shall be responsible to pay all of its respective costs and expenses of the Project and the Development Property. However, the City is willing to provide the assistance as provided in this Agreement to reimburse the Developer for a portion of the Project costs incun·ed by the Developer. In order to reimburse the Developer for a portion of the cost of the Project incurred by the Developer not to exceed the Reimbursement Amount, the City shall pay the Reimbursement Amount through the issuance of the TIF Note in the maximum principal amount of$525,387.60. The TIF Note shall be substantially in the form attached to this Agreement as Exhibit D, subject to the following conditions:

(a) The TIF Note shall be dated, issued and delivered promptly after the Developer's demonstration in writing to the reasonable satisfaction of the City that the Developer has incurred and paid costs for the Project and shall have submitted paid invoices for the Project in an amount not less than the Reimbursement Amount.

(b) The principal amount of the TIF Note shall be payable solely from the Tax Increments.

(c) On each Note Payment Date and subject to the provisions ofthe TIF Note, the City shall pay, against the principal outstanding on the TIF Note, the Tax Increments received by the City during the preceding twelve months.

(d) Payments will be made semi-annually on February 1 and August 1 of each year commencing August 1, 2021 and continuing through February 1, 2036 (30 payments) or until all Reimbursable Expenses have been paid.

(e) The TIF Note shall be a special and limited obligation of the City and not a general obligation of the City, and only Tax Increments shall be used to pay the principal on the TIF Note.

(f) The City's obligation to make payments on the TIF Note on any Note Payment Date or any date thereafter shall be conditioned upon the requirements that there shall not at that time be an Event of Default by Developer that has occurred and is continuing under this Agreement and this Agreement shall not have been terminated.

(f) In the event of any conflict between the terms of the TIF Note and the terms of this Section, the terms of the TIF Note shall govern. The issuance of the TIF Note pursuant and

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subject to the terms of this Agreement, and the taking by the City of such additional actions as legal counsel for the TIF Note may require in connection therewith, are hereby authorized and approved by the City.

(g) Reserved.

(h) The Developer understands and acknowledges that the City makes no representations or warranties regarding the amount of Available Tax Increment, or that revenues pledged to the TIF Note will be sufficient to pay the principal amount of the TIF Note. The Developer expressly acknowledges that amounts of Available Tax Increment will be determined, in part, by the estimated market value of the Project, and that if the market value assigned by the County is less than the Developer anticipated at the time this Agreement was negotiated, Available Tax Increment may be insufficient to pay the entire principal amount of the TIF Note. Developer further acknowledges that estimates of Tax Increment prepared by the City or its financial 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. If the cost of the Project exceeds the principal amount ofthe TIF Note, such excess is the sole responsibility of the Developer.

Section 3.4 Administrative Costs. The Parties agree and understand that the City will reimburse itself for its Legal and Administrative Expenses, from and to the extent of the ten percent portion of Tax Increments that are not pledged to the TIF Note.

Section 3.5 Records. The City and its representatives shall have the right at all reasonable times after reasonable notice to inspect, examine and copy all books and records of the Developer relating to the Project and this Agreement.

Section 3.6 Continued Operation. The Developer shall continue to own and operate the Development Property and devote it to multi-family residential uses for the duration of this Agreement.

Section 3.7 Affordability Requirements. The Developer shall comply with all income requirements imposed by Minn. Stat. § 469.17 61 for the duration of this Agreement.

Section 3.8 Restriction on Nonresidential Use. The Developer shall devote no more than twenty (20) percent ofthe square footage of the building constructed as part ofthe Project to commercial, retail, or other nonresidential uses.


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ARTICLE 4. CONSTRUCTION OF PROJECT

Section 4.1 Construction of Project Improvements. The Developer agrees that it will construct the Project on the Development Property in accordance with the Construction Plans and at all times prior to the Maturity Date will operate and maintain, preserve and cause such facility to be maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition and in compliance with all City and State codes, laws and regulations. The City shall not have any obligation to operate or maintain the Project.

Section 4.2 Construction Plans. The Developer shall submit the Construction Plans for the Project to the City, and the City shall review and approve the same if it finds that the Construction Plans adequately provide for the construction of the Project and are in conformity with the Development Plan, this Agreement, and all applicable State and local laws and regulations. The Developer may not commence work on either the Project until such time as the City has approved the Construction Plans therefore. Approval by the City Representative does not relieve the Developer of the obligation to comply with the terms of this Agreement or of the Development Plan, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Project in accordance therewith.

Section 4.3 Commencement and Completion of Construction. The Developer has acquired the Development Property and shall construct the Project. Subject to Unavoidable Delays, construction ofthe Project on the Development Property shall commence by October 1, 2018 and be substantially completed by October 31, 2019. Construction is considered to be commenced upon the beginning of physical improvements beyond grading. All work with respect to the Project to be constructed or provided by the Developer on the Development Property shall be in substantial compliance and conformity with the construction plans as submitted by the Developer and approved by the City.

Section 4.4 Certificate of Completion. Promptly after substantial completion of the Project in accordance with those provisions of this Agreement, the City will furnish the Developer with a Certificate of Completion in substantially the form attached as Exhibit C. Such certificate by the City shall be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement to construct the Project and the date for completion thereof. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder or any insurer of a mortgage securing money loaned to finance the Project, or any part thereof.

Section 4.5 Certificate of Occupancy. The construction of the Project will be considered substantially complete once the Developer has received a certificate of occupancy from the City for the structure to be constructed as part of the Project.

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ARTICLE 5. INSURANCE

Section 5.1 Required Insurance During Construction. The Developer will provide and maintain at all times during the process of constructing the Project an All Risk Broad Form Basis Insurance Policy and, from time to time during that period, at the request of the City, furnish the City with proof of payment of premiums on policies covering the following:

(a) Builder's risk insurance, written on the so-called "Builder's Risk- Completed Value Basis," in an amount equal to one hundred percent (100%) ofthe insurable value of the Project at the date of completion, and with coverage available in nonreporting form on the socalled "all risk" form of policy.

(b) Commercial general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with limits against bodily injury and property damage of not less than $2,000,000 for each occulTence (to accomplish the above-required limits, an umbrella excess liability policy may be used). The City shall be listed as an additional insured on the policy; and

(c) Workers' compensation insurance, with statutory coverage.

Section 5.2 Post-Construction Required Insurance. Upon completion of construction of the Project and prior to the Maturity Date, the Developer shall maintain, or cause to be maintained, at its cost and expense, and from time to time at the request of the City shall furnish proof of the payment of premiums on, insurance as follows:

(a) Insurance against loss and/or damage to the Project under a policy or policies covering such risks as are ordinarily insured in accordance with prudent, reasonable business practices by similar businesses.

(b) Commercial general public liability insurance, including personal injury liability (with employee exclusion deleted), against liability for injuries to persons and/or property, in the minimum amount for each occurrence and for each year of $2,000,000, and shall be endorsed to show the City as additional insured.

(c) Such other insurance, including workers' compensation insurance covering all employees of the Developer, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure; provided that the Developer may be self-insured with respect to all or any part of its liability.

Section 5.3 Evidence of Required Insurance. All insurance required in this Article 5 of this Agreement shall be taken out and maintained in responsible insurance companies selected by the Developer which are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Developer will deposit annually with the City certificates evidencing all such insurance, and stating that such insurance is in force and effect. Unless otherwise provided in this Article 5 of this Agreement, each policy shall contain a provision that the insurer

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shall not cancel nor modify it in such a way as to reduce the coverage provided below the amounts required herein without giving written notice to the Developer and the City at least 30 days before the cancellation or modification becomes effective. In lieu of separate policies, the Developer may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Developer shall deposit with the City a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Project.

Section 5.4 Damage; Duty to Notify and Repair. The Developer agrees to notify the City immediately in the case of damage exceeding $100,000 in amount to, or destruction of, the Project or any portion thereof resulting from fire or other casualty. In such event occun-ing prior to the Maturity Date the Developer will upon receipt of insurance proceeds fmihwith repair, reconstruct and restore the Project to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, the Developer will apply the net proceeds of any insurance relating to such damage received by the Developer to the payment or reimbursement of the costs thereof. The Developer shall complete the repair, reconstruction and restoration of the Project, whether or not the net proceeds of insurance received by the Developer for such purposes are sufficient to pay for the same. Any net proceeds remaining after completion of such repairs, construction and restoration shall be the property of the Developer.

Section 5.5 Failure to Repair; Termination ofTIF Note. Notwithstanding anything to the contrary contained in this Agreement, in the event of damage to the Project in excess of $100,000 and the Developer fails to complete any repair, reconstruction or restoration ofthe Project within one year from the date of damage or receipt of insurance proceeds whichever is later, and subject to Unavoidable Delay, the City may, at its option, terminate the TIF Note. If the City terminates the TIF Note, such termination shall constitute the City's sole remedy under this Agreement as a result of the Developer's failure to repair, reconstruct or restore the Project. Thereafter, the City shall have no further obligations to make any payments under the TIF Note.

Section 5.6 Termination oflnsurance. The Developer and the City agree that all of the insurance provisions set forth in this Article 5 shall terminate upon the termination of this Agreement.


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ARTICLE 6. TAX INCREMENT; TAXES

Section 6.1 Right to Collect Delinquent Taxes. The Developer acknowledges that the City is providing substantial aid and assistance in furtherance of developing the Project through issuance of the TIF Note. The Developer understands that the Tax Increments pledged to the TIF Note are derived from real estate taxes on the Development Property, which taxes must be promptly and timely paid. To that end, the Developer agrees for itself, its successors and assigns, in addition to the obligation pursuant to statute to pay real estate taxes, that it is also obligated by reason of this Agreement, prior to the Maturity Date, to pay before delinquency all real estate taxes assessed against the Development Property and the Project thereon. The Developer acknowledges that this obligation creates a contractual right on behalf of the City to sue the Developer or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the county auditor. In any such suit, the City shall also be entitled to recover its reasonable costs, expenses and attorney fees.

Section 6.2 Reduction of Taxes. The Developer agrees that prior to the Maturity Date, it will not cause a reduction in the real property taxes paid in respect of the Development Property through: (a) willful destruction of the Development Property or any part thereof; (b) willful refusal to reconstruct damaged or destroyed property, except to the extent otherwise provided in Section 5.4; (c) apply for an abatement or defenal ofreal property tax under any law or otherwise cause the Development Property to become exempt from real property taxes; or (d) subject to Article 7, convey or transfer or allow conveyance or transfer of the Development Property to any entity that is exempt from payment of real property taxes under State law.


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ARTICLE 7. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNIFICATION

Section 7.1 Prohibition Against Developer's Transfer of Property and Assignment of Agreement. The Developer represents and agrees that prior to issuance of the Certificate of Completion for the Project:

(a) Except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Developer or any successor in interest to the Development Property, or any part thereof, to perform its obligations with respect to constructing the Project under this Agreement, and any other purpose authorized by this Agreement, the Developer has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to the Agreement or the Development Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the City unless the Developer remains liable and bound by this Agreement in which event the City's approval is not required. Any such transfer shall be subject to the provisions of this Agreement.

(b) In the event the Developer, upon transfer or assignment of the Development Property or any portion thereof, seeks to be released from its obligations under this Agreement as to the portion of the Development Property that is transferred or assigned, the City shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such release that:

(1) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the City, necessary and adequate to fulfill the obligations undetiaken in this Agreement by the Developer as to the portion of the Development Propetiy to be transferred.

(2) Any proposed transferee, by instrument in writing satisfactory to the City and in form recordable among the land records, shall, for itself and its successors and assigns, and expressly for the benefit of the City, have expressly assumed all of the obligations of the Developer under this Agreement as to the portion of the Development Property to be transferred and agreed to be subject to all the conditions and restrictions to which the Developer is subject as to such pmiion; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Development Propetiy, or any pmi thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the City deprive the City of any rights or remedies or controls with respect to the Development Property or any part thereof or the construction of the Project; it being the intent of the Pmiies as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Development Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall

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operate, legally or practically, to deprive or limit the City of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the Project had there been no such transfer or change. In the absence of 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.

(3) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Development Property governed by this Article 7, shall be in a form reasonably satisfactory to the City. In the event the foregoing conditions are satisfied then the Developer shall be released from its obligation under this Agreement, as to the pmiion of the Development Property that is transferred, assigned or otherwise conveyed. After issuance of the Certificate of Completion for the Project, the Developer may transfer or assign any portion of the Development Property or the Developer's interest in this Agreement without the prior written consent of the City, provided that the transferee or assignee is bound by all the Developer's obligations hereunder. The Developer shall submit to the City written evidence of any such transfer or assignment, including the transferee or assignee's express assumption of the Developer's obligations under this Agreement. If the Developer fails to provide such evidence of transfer and assumption, the Developer shall remain bound by all its obligations under this Agreement.

Section 7.2 Release and Indemnification Covenants.

(a) Except for any intentional misconduct or negligence of any of the Indemnified Parties (defined below), the Developer releases from and covenants and agrees that the City and the Indemnified Pmiies shall not be liable for and agrees to indemnify the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project.

(b) Except for any willful misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties as hereinafter defined, the Developer agrees to indemnify the City and the governing body members, officers, agents, servants and employees thereof acting in their capacity as such and not in their individual capacity (collectively, the "Indemnified Parties"), now or forever, and further agrees to hold the Indemnified Parties hmmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from Developer's obligations pursuant to this Agreement, or the construction, installation, ownership, maintenance and operation of the Project.

(c) Except for any willful misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties, and except for any breach by any of the Indemnified Parties of their obligations under this Agreement or applicable laws, the Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer or its officers, agents, servants or employees or any other person who may be about the Development Property or the Project.

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(d) All covenants, stipulations, promises, agreements and obligations ofthe 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 in the individual capacity thereof.

Section 7.3 Subordination. In order to facilitate the Developer obtaining financing for the Development of the Project, the City shall subordinate its rights under this Agreement to the Holder of any Mortgage, in accordance with such reasonable terms and conditions as required by the Holder of a Mortgage.

Notwithstanding anything to the contrary in this Agreement, without the prior written approval of the City, (i) transfers of direct and indirect ownership interests in the Developer shall be permitted, (ii) the Developer may obtain construction and/or permanent financing for the Development Property (including, without limitation, in favor of a Holder of a Mortgage), and the Developer's rights under this Agreement and/or the TIF Note may be assigned or collaterally assigned to a Holder of a Mortgage, (iii) a Holder of a Mortgage or an entity it controls, is controlled by, or under common control with, may exercise any rights it may have to acquire the Development Property, and (iv) the Developer may enter into leases, easements, and other agreements affecting the Development Property in the ordinary course of business.


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ARTICLE 8. EVENTS OF DEFAULT

Section 8.1 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 (unless the context otherwise provides):

(a) Failure by the Developer to materially observe or perform any covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement, subject to Unavoidable Delays.

(b) Failure by the Developer to cause the construction of the Project to be completed pursuant to the terms, conditions and limitations of this Agreement.

(c) Failure by the Developer to timely pay any ad valorem property taxes assessed with respect to the Development Property, or any part thereof.

(d) If the Developer shall (1) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act or under any similar federal or State law; or (2) make an assignment for benefit of its creditors; or (3) admit in writing its inability to pay its debts generally as they become due; or be adjudicated as bankrupt or insolvent.

(e) Notwithstanding anything to the contrary set forth in this Agreement the members of the Developer and lenders providing financing for the Project shall have the right, but not the obligation, to cure an Event of Default during any relevant cure period in the event the Developer fails to cure such default.

Section 8.2 Remedies on Default. Whenever any Event of Default referred to in Section 8.1 of this Agreement occurs, the City, as specified below, may exercise its rights under this Section 8.2 after providing thirty days' written notice to the defaulting party of the Event of Default, but only if the Event of Default has not been cured within said thirty days or, if the Event of Default is by its nature incurable within thirty days, the defaulting party does not provide assurances reasonably satisfactory to the non-defaulting party that the Event of Default will be cured and will be cured as soon as reasonably possible:

(a) Suspend its performance under the Agreement and the TIF Note until it receives assurances that the defaulting party will cure the Event of Default and continue its performance under the Agreement.

(b) In the case of an Event of Default by Developer, the City may cancel and rescind or terminate the TIF Note and the Agreement.

(c) Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to

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enforce performance and observance of any obligation, agreement, or covenant under this Agreement.

Section 8.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to the City or Developer is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the City to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article 8.

Section 8.4 No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the 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.


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ARTICLE 9. GENERAL PROVISIONS

Section 9.1 Binding Effect. This Agreement binds and benefits the Parties and their successors and assigns.

Section 9.2 Voluntary and Knowing Action. The Parties, by executing this Agreement, state that they have carefully read this Agreement and understand fully the contents thereof; that in executing this Agreement they voluntarily accept all terms described in this Agreement without duress, coercion, undue influence, or otherwise, and that they intend to be legally bound thereby.

Section 9.3 Authorized Signatories. The Parties each represent and warrant to the other that (1) the persons signing this Agreement are authorized signatories for the entities represented, and (2) no further approvals, actions or ratifications are needed for the full enforceability of this Agreement against it unless expressly stated herein; each party indemnifies and holds the other harmless against any breach of the foregoing representation and warranty.

Section 9.4 City Representatives Not Individually Liable. No member, official, or employee of the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Developer or successor or on any obligations under the terms of the Agreement.

Section 9.5 Equal Employment Opportunity. The Developer, for itself and its successors and assigns, agrees that during the construction of the Project provided for in the Agreement it will comply with all applicable federal, state and local equal employment and nondiscrimination laws and regulations.

Section 9.6 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. Any invalid or unenforceable provision shall be deemed severed from this Agreement to the extent of its invalidity or unenforceability, and this Agreement shall be construed and enforced as if the Agreement did not contain that particular provision to the extent of its invalidity or unenforceability.

Section 9.7 Governing Law. This Agreement shall be deemed to have been made and accepted in Kandiyohi County, Minnesota, and the laws of the State of Minnesota shall govern any interpretations or constructions of the Agreement without regard to its choice of law or conflict of laws principles.

Section 9.8 Records-Availability and Retention. Pursuant to Minn. Stat. § 16C.05, subd. 5, the Developer agrees that the City, State Auditor, or any of their duly authorized representatives at any time during normal business hours and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of the Developer and involve transactions relating to this Agreement. The Developer

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agrees to maintain these records for a period of six years from the date of termination of this Agreement.

Section 9.9 Data Practices. The Parties acknowledge that this Agreement is subject to the requirements of Minnesota's Government Data Practices Act, Minnesota Statutes, Section 13.01 et seq.

Section 9.1 0 Recording. The City will record this Agreement and any amendments thereto with the office of the county recorder for Kandiyohi County. The Developer shall pay all costs for recording.

Section 9.11 Notice of Status and Conformance. The City agrees from time to time, upon not less than thirty days' prior written notice by Developer, to execute, acknowledge and deliver, without charge, to Developer a statement in writing certifying, to the extent true, that this Agreement is unmodified, the outstanding principal amount of the TIF Note, that the City has not received or given any notice of default, that to the knowledge of the City no event of default exists hereunder (or if any such event of default does exist, specifying the same and stating that the same has been cured, if such be the case), and that the City to its knowledge, has no claims against the Developer hereunder. It is the intention of this Section to provide a mechanism for obtaining estoppel certificates which may be requested by Developer's mortgagee or any transferee (or prospective transferee) of the TIF Note.

Section 9.12 Amendment. This Agreement may be amended only by a written agreement signed by all parties hereto.

Section 9.13 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 devote the Development Property to, and in accordance with, the multi-family residential uses specified in this Agreement.

Section 9.14 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 the 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 heir or on any obligations under the terms of this Agreement.

Section 9.15 Titles of Articles and Sections. Any titles of the several parts, articles and sections ofthe Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions.

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Section 9.16 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:

15th Street Flats, LLC 24 S. Brooke Street Fond duLac, WI 54935

with a copy to:

Red Stone Equity - 2018 National Fund, L.P. 1100 Superior A venue, Suite 1640 Cleveland, Ohio 44114 Attention: General Counsel

(b) in the case of the City is addressed to or delivered personally to:

City Administrator City of Willmar 333 6th Street Southwest Willmar, MN 56201

or at such other address with respect to any such party as that party may, from time to time, designate in writing and forward to the other, as provided in this Section.

Section 9.17 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument.

Section 9.18 Expiration. This Agreement shall terminate and expire on the Maturity Date unless earlier terminated or rescinded in accordance with its terms.

Section 9.19 Provisions Surviving Rescission or Expiration. Section 7.3 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.


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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed effective as of the day and year first set forth above.

15TH STREET FLATS, LLC, a Wisconsin limited liability company

By: 15th Street Flats MM, LLC, a Wisconsin limited liability company Its Managing Member

By: Commonwealth Management Corporation, a Wisconsin corporation, doing business in Minnesota as CMMN Inc. Its Member

By: ____________________________ __

Louie A. Lange III, Its President

STATE OF ________ ) ) ss.

COUNTY OF _____________ )

Date: ________ _

The foregoing instrument was acknowledged before me this __ day of _______ __ 20 __ , by Louie A. Lange III, as President of Commonwealth Management Corporation, a Wisconsin corporation, doing business in Minnesota as CMMN Inc., the Member of 15th Street Flats MM, LLC, a Wisconsin limited liability company, the Managing Member of 15th Street Flats, LLC, a Wisconsin limited liability company, on behalf of the limited liability company.

Notary Public

This is a signature page to the Development Agreement by and between the City of Willmar and 15th Street Flats, LLC.

26

CITY OF WILLMAR, MINNESOTA

By: ________________________________ _ Date: ___________ _ Marvin Calvin, Its Mayor

By: ______________________________ _ Date: ___________ _ Isaac Holland, Its City Administrator

STATE OF MINNESOTA ) ) ss.

COUNTY OF KANDIYOHI )

The foregoing instrument was acknowledged before me this ___ day of _______ _ 20 __ , by Marvin Calvin, as Mayor, and Isaac Holland, as City Administrator, for the City of Willmar, Minnesota.

Notary Public

This is a signature page to the Development Agreement by and between the City of Willmar and 15111 Street Flats, LLC.

27

EXHIBIT A

LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY

Lot 3, 5, and 7, Block 2, LEE-DON, excepting therefrom the South 100 feet of said Lot 7 as measured along the east line of said Lot 7, according to the recorded plat thereof, Kandiyohi County, Minnesota.

Parcel #s: 95-481-0130 95-481-0170 95-481-0170

EXHIBIT B

DEPICTION OF DEVELOPMENT PROPERTY

(attached)

EXHIBIT C

CERTIFICATE OF COMPLETION

The undersigned hereby certifies that 151h Street Flats, LLC ("Developer") has fully complied with its obligations under Article 3 of that document entitled "Tax Increment Development Agreement", dated , 2018, (the "Development Agreement") by and between the City of Willmar, Minnesota and the Developer, with respect to construction of the Project in accordance with the Construction Plans, and that Developer is released and forever discharged from its obligations to construct the Project under Article 3, but all other covenants under the Development Agreement remain in full force and effect.

CITY OF WILLMAR

Dated: _______ , 20 __ By: ___________________ _

Mayor

Dated: _______ , 20 __ By: ____________ _

City Administrator

STATE OF MINNESOTA ) ) ss.

COUNTY OF KANDIYOHI )

The foregoing instrument was acknowledged before me this __ day of _______ _ 20 __ , by , as Mayor, and ___________ , as City Administrator, for the City of Willmar, Minnesota.

Notary Public

EXHIBIT D

FORM OF LIMITED REVENUE TAX INCREMENT NOTE

UNITED STATE OF AMERICA STATE OF MINNESOTA

COUNTY OF KANDIYOHI CITY OF WILLMAR

TAX INCREMENT REVENUE NOTE OF 2018 (15TH STREET FLATS, LLC- 15TH STREET FLATS PROJECT)

PRINCIPAL AMOUNT: $525,387.60 INTEREST RATE: 0.00%

DATE OF ORIGINAL ISSUE: ______ , 20 __

The City of Willmar, 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 15th Street Flats, LLC, a Wisconsin limited liability company (the "Developer"), or its registered assigns (the "Registered Owner"), but only in the manner, at the times, from the sources of revenue, and to the extent hereinafter provided.

The principal amount of this Note shall equal from time to time the principal amount stated above without interest, as reduced to the extent that such principal installments shall have been paid in whole or in pmi pursuant to the terms hereof; provided that the sum of the principal amount listed above shall in no event exceed $525,387.60 as provided in that ce1iain Development Agreement, dated as of , 2018, as the same may be amended fi·om time to time (the "Development Agreement"), by and between the City and the Developer.

The annual amount due under this Note shall be payable, and semi-annually thereafter on February 1 and August 1 of each year, commencing on August 1, 2021, and thereafter to and including February 1, 2036 (30 semi-annual payments,) or, if the first should not be a regular business day, the next succeeding regular business day (the "Payment Dates"). No interest shall accrue on the unreimbursed portion of Reimbursable Expenses. At least thitiy days in advance of each Payment Date, the Developer shall submit an invoice to the City indicating the amount of the increment payment due on the Payment Date, which shall equal the sum of the Available Tax Increments (defined below) received by the City during the six month period preceding such Payment Date. Thereafter, on each Payment Date the City shall pay the Available Tax Increments to the then current Registered Owner set forth in the Certification of Registration attached to this Note, at the address set fmih in the Ce1iification of Registration for such Registered Owner.

The Payment Amounts due hereon shall be payable solely from ninety percent (90%) of the Tax Increment attributable to the Development Propetiy and the Project thereto within the TIF District (the "Available Tax Increment"), that is paid to the City by Kandiyohi County in the six (6) months preceding the Payment Date, and which the City is entitled to retain pursuant to the provisions of the TIF Act, all as such terms are defined in the Development Agreement. The City shall have no obligation to pay principal of this Note on each Payment Date from any source other than Available Tax Increment and the failure of the City to pay the entire amount of principal on this Note on any Payment Date shall not constitute a default hereunder as long as the City pays principal hereon to the extent of Available Tax Increment. The City shall have no obligation to pay unpaid balance of principal that may remain after the final Payment on February 1, 2036 except from Available Tax Increment attributable to propetiy taxes paid in 2035 or any prior years.

This Note shall terminate and be of no further force and effect following: (i) the last Payment Date defined above, (ii) on any date upon which the City shall have terminated the Development Agreement under Section 8.2 (b) thereof, (iii) on the date the TIF District is terminated, or (iv) on the date that all principal payable hereunder shall have been paid in full (in an aggregate principal amount not to exceed $525,387.60), whichever occurs earliest.

The City makes no representation or covenant, express or implied, that the Tax Increments will be sufficient to pay, in whole or in part, the amounts which are or may become due and payable hereunder. The City's payment obligations hereunder shall be further conditioned on the fact that no Event of Default under the Development Agreement shall have occurred and be continuing at the time payment is otherwise due hereunder, but such unpaid amounts shall become immediately due and payable if said Event of Default shall be cured; and, further, if pursuant to the occurrence of an Event of Default under the Development Agreement the City cancels and rescinds the Development Agreement, the City shall have no fmiher debt or obligation under this Note whatsoever. Reference is hereby made to all of the provisions of the Development Agreement, including without limitation Sections 3.2 and 3.3 thereof, for a fuller statement of the rights and obligations of the City to pay the principal of this Note, 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 neither the full faith and credit nor the taxing powers of the City are pledged to the payment of the principal of this Note and no property or other asset of the City, save and except the above-referenced Tax Increments, is or shall be a source of payment of the City's obligations hereunder.

The principal sum of this Note is prepayable in whole or in pmi at any time by the City without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular payment otherwise required to be made under this Note.

Exhibit D- Page 2

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 Tax Increment Financing Act.

This Note may be assigned only upon an assignment of the Development Agreement as permitted therein, or with the consent of the City, which consent shall not be unreasonably withheld. 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 Cetiification of Registration for the Note maintained by the City and attached to this 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.

IN WITNESS WHEREOF, the City Council of the City of Willmar has caused this Note to be executed with the manual signatures of its Mayor and City Administrator, all as of the Date of Original Issue specified above.

This document drafted by: Flahe11y & Hood, P.A. 525 Park Street, Suite 4 70 St. Paul, MN 55103 (651) 225-8840

CITY OF WILLMAR

Mayor

City Administrator

Exhibit D- Page 3

CERTIFICATION OF REGISTRATION

It is hereby cetiified that the foregoing Note was registered, on the date of original issue, in the name of 15th Street Flats, LLC, a Wisconsin 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 CITY REGISTERED OWNER REGISTRATION CITY CLERK

15th Street Flats, LLC 24 S. Brooke Street Fond duLac, WI 54935

I

15855234v4

Exhibit D- Page 4

WILLMAR



City Office Building 333 SW 6th Street


Fax Number 320-235-4917

From: Sean E. Christensen, PE Subject: Robbins Island Concessions Public Works Director

AGENDA ITEM: Robbins Island Concessions

CURRENT CIRCUMSTANCE: Concessionaires request to nonexclusively lease and license a mobile rental facility at public propetiies such as Robbins Island. The lease would allow them to place a temporary mobile facility for storage of aquatic sports equipment such as kayaks, paddle boards and similar water craft as well as sell prepackaged food and non-alcoholic beverages from May 1st to November 151

•

RECOMMENDATIONS: Discuss and approve a process by which concessionaires can provide services at Robbins Island and other public properties.

REVIEWED BY: Ike Holland, City Administrator

WORK SESSION MEETING DATE: August 20, 2018

city office building willmar, mn 56201 main … session...(2008) repair area by curb n. of trott...

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