06-25-2025 Special JDA Agenda Packet

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Joint Development Authority TCAAP Redevelopment Project Joint Development Authority TCAAP Redevelopment Project JDA representatives and Alatus began regular meetings in January 2024 to advance a DA. Conversations have been ongoing since. Connection with Purchase and Sale Agreement (PSA) The DA is closely linked to the structure of a Purchase and Sale Agreement (PSA) for the site. The parties to a PSA would be Ramsey County, as the landowner, and Alatus, as the land buyer. These two agreements (the DA and the PSA) are connected because the mechanisms for ensuring that policy goals (laid out in the DA) come to fruition differ depending on the way the land is conveyed to the developer in the PSA (for example, conveyance in tranches vs. one transaction). A key issue in negotiations of the DA has been the mass grading of the site. Mass grading is an initial stage of site preparation where a site is graded roughly to the level needed for development of public infrastructure and private development. Early estimates from Alatus suggested that the cost to mass grade the site was greater than the value of the land once graded. Identifying an approach to completing the mass grading thus became a key component to coming to agreement on a PSA. Analysis of Deal Structures Between July 2024 and June 2025, five different deal structures were considered. Some of the key differences between these structures included: • Whether the mass grading is financed publicly or privately. • Whether the land is conveyed to the developer in one transaction or in tranches over time. • The purchase price of the land. Changing these items significantly shifts the risk calculation for each party in both the PSA and DA. Due diligence on these deal structures included input by JDA/City/County staff, attorneys, financial consultants and engineers, as well as conversations with elected officials and leadership. County staff and consultants focused on the issues related to the PSA and land conveyance including: right of re- entry by the County in the event of a developer default; environmental regulatory considerations; and public infrastructure financing and timing. JDA, City and County staff and consultants analyzed, in parallel, how the JDA’s policy goals – including housing, jobs and sustainability – would be implemented in a DA under each structure. Current Proposal and Status The current deal structure under review was proposed by Alatus in mid-May 2025. In this proposal, Alatus would purchase the private development portions of the property in one conveyance for $1. Alatus would bring on a private partner to finance and perform the mass grading for the entire site, including the public right-of-way, and perform additional site preparation work for private development