HomeMy WebLinkAbout_06 12 2023 EDA Agenda Packet
Phone 952.447.9800 / www.priorlakemn.gov
4646 Dakota Street SE
Prior Lake, MN 55372
PRIOR LAKE ECONOMIC DEVELOPMENT AUTHORITY (EDA)
AGENDA
Monday, May 8, 2023 – 4:00 p.m.
City Council Chambers
Reports included with this agenda can be found on the City of Prior Lake website at www.cityofpriorlake.com
Please follow this file path: Agendas & Minutes / Economic Development Authority / 2023 / June 12, 2023
1. CALL TO ORDER
2. APPROVAL OF AGENDA
3. APPROVAL OF MEETING MINUTES
A. May 8, 2023
4. CONSENT AGENDA
A. Monthly Development Update (5/31/2023)
5. REMOVED CONSENT AGENDA ITEMS
6. PRESENTATIONS
A. None
7. PUBLIC HEARINGS
A. Consider Resolution Authorizing the EDA President and Executive Director to Enter into a Contract for
Private Development with Prior Lake B Squared Ventures, LLC for the Sale of EDA-Owned Property at
4662 and 4664 Dakota Street SE
8. OLD BUSINESS
A. None
9. NEW BUSINESS
A. Arts and Culture Committee Bylaw Amendment
10. OTHER BUSINESS
A. Staff Updates
i. EDA Bylaw Amendments Approved
ii. Next Meeting July 10, 2023
B. Commissioner Comments
11. ADJOURNMENT
Phone 952.447.9800 / priorlakemn.gov
4646 Dakota Street SE
Prior Lake, MN 55372
Economic Development Authority Meeting Minutes
Monday, May 8, 2022
1. CALL TO ORDER
Chair Prchal called the meeting to order at 4:00 p.m. In attendance were Prchal, Boucher-Hoese, Braid, Briggs, and
Marco. Also present were CEC Liaison Speiker, Executive Director Wedel, staff Liaison McCabe, and Administrative
Assistant Jess Erickson.
2. APPROVAL OF AGENDA
MOTION BY BRIGGS, SECONDED BY BOUCHER-HOESE TO APPROVE THE AGENDA.
Ayes by Prchal, Braid, Marco, and Boucher-Hoese. The motion carried 5-0.
3. APPROVAL OF MEETING MINUTES
MOTION BY BOUCHER-HOESE, SECONDED BY BRIGGS APPROVE THE MARCH 13, 2023, MEETING
MINUTES.
Ayes by Prchal, Braid, Marco, and Boucher-Hoese. The motion carried 5-0.
4. CONSENT AGENDA
A. Monthly Development Update (4/30/2023)
MOTION BY MARCO, SECONDED BY BRAID TO APPROVE THE CONSENT AGENDA.
Ayes by Prchal, Briggs, Braid, Marco, and Boucher-Hoese. The motion carried 5-0.
5. REMOVED CONSENT AGENDA ITEMS
None
6. PRESENTATIONS
None
7. OLD BUSINESS
None
8. NEW BUSINESS
A. Dakota Street Redevelopment Updates
MCCABE provided an update to the EDA on the redevelopment of EDA-owned property at 4662 and 4664 Da-
kota Street SE. The City Council approved the transfer of the North 100 ft. of those lots to the EDA. City staff
and The Beard Group have been going over the purchase agreement terms within the draft contract for private
development and the next action would be a Public Hearing by the EDA to consider approval of the contract for
Private Development. Staff is also working with the developer to come to a mutual agreement on the final
Planned Unit Development Plan and TIF Development Agreement. The Beard Group would then submit building
and demolition plans to the city. In August staff anticipates the City Council will consider approval of the Final
PUD Plan and TIF Development Agreement. Closing would occur in late August or early September before
building and demolition permits are issued.
The Beard Group, Lakefront Plaza, Rotary Representatives, and city staff met to discuss and review the Gateway
Park plans.
EDA members discussed the language in the draft Contract for Private Development.
B. Proposed EDA Bylaw Amendments
MCCABE provided an overview of the proposed EDA Bylaw Amendments. The City of Prior Lake EDA Bylaws
were last amended by the Prior Lake City Council in October 2022. The October 2022 amendments were related
to virtual meetings in the event of an emergency. The EDA is composed of five (5) commissioners; two (2)
commissioners from the City Council and three (3) commissioners appointed from the public. Currently commis-
sion members are eligible to serve up to three, three-year terms. Incumbents who apply for subsequent terms
are generally selected for reappointment. Following discussion with the City Council Bylaw and Compensation
Committee last fall, city staff is proposing amendments to the EDA Bylaws that would allow the two (2) Commis-
sioners from the City Council and EDA President the ability to put forward an incumbent for reappointment by
the City Council prior to the advertisement of vacancies. The intent of the proposed amendment is to make the
appointment process more efficient, transparent, and to retain strong incumbents.
EDA members discussed and decided that instead of both City Council Commissioners and the EDA President
determining if reappointment of an incumbent is recommended, one City Council commissioner and the EDA
President would make that determination.
MOTION BY, SECONDED BY RECOMMENDING THE CITY COUNCIL APPROVE THE PROPOSED EDA BY-
LAW AMENDMENTS AS AMENDED TO IDENTIFY ONE CITY COUNCIL COMMISSIONER AND COMMIS-
SION PRESIDENT WILL MAKE A DETERMINATION ON REAPPOINTMENT OF AN INCUMBENT.
Ayes by Prchal, Briggs, Braid, Marco, and Boucher-Hoese. The motion carried 5-0.
9. OTHER BUSINESS
A. Staff Updates
McCabe updated the EDA on proposed developments including the Preserve at Jeffers Pond submitted con-
struction, final plat, and final PUD plans which will be moving forward in the first City Council meeting in June.
Scooter’s Coffee and Caribou Coffee have submitted building permit applications to start construction. Jeffers
Foundation submitted a site and building plan for a 7500 sq ft office building with half of the building for two
tenants and the other half for an education leaning center north of Lil Explorers building.
B. Commissioner Comments
EDA members discussed the recent Scott County Board of Commissioners meeting where the land use plan
amendment request in Spring Lake Township was denied on a vote of 3-2.
ADJOURNMENT
MOTION BY BRIGGS, SECONDED BY MARCO TO ADJOURN THE MEETING.
Ayes by Prchal, Briggs, Marco, Braid, and Boucher-Hoese. The motion carried 5-0.
The meeting adjourned at 4:56pm.
Submitted by Jess Erickson
4646 Dakota Street SE
Prior Lake, MN 55372
ECONOMIC DEVELOPMENT AUTHORITY AGENDA REPORT
MEETING DATE: June 12, 2023
AGENDA #: 4A
PREPARED BY: Casey McCabe, Community Development Director
AGENDA ITEM:
Development Update
DISCUSSION:
Introduction
The purpose of this agenda item is to review the year to date residential and
commercial development update as of May 31, 2023.
History
EDA Commissioners requested an update of residential and commercial activity
at each meeting.
Conclusion
The attached memorandum provides a summary of the residential and commer-
cial development in the City of Prior Lake as of May 31, 2023.
ALTERNATIVES:
RECOMMENDED
MOTION
ATTACHMENT:
1. Motion and a second, under the consent agenda, to accept the development
update.
2. Remove this item from the consent agenda for additional discussion.
Alternative No. 1
1. Development Update
Phone 952.447.9800 / www.priorlakemn.gov
Memo
Date: June 12, 2023
To: City of Prior Lake Economic Development Authority
From: Casey McCabe, Community Development Director
Subject: Residential & Commercial Activity Update
Below is an update of the year-end residential and commercial development in the City of Prior Lake as of May 31, 2023.
Single Family Dwellings 33 $14,377,789.00 55 $22,105,581.50
Townhouses (# units)0 $0.00 0 $0.00
Multiple Units 0 $0.00 0 $0.00
New
Commercial Industrial & Commercial 1 $272,000.00 0 $0.00
Residential 320 $5,685,734.07 434 $7,216,262.74
Industrial & Commercial 0 $0.00 9 $156,132.59
tMechanical 228 $0.00 362 $0.00
ttMechanical (SF & TH)132 $0.00 220 $0.00
TOTALS 714 $20,335,523.07 1080 $29,477,976.83
t Mechanical permits include but are not limited to furnaces, water heaters, softeners, and fireplaces. They are flat-rate permit fees.
tt Mechanical (SF & TH) permits include required plumbing, heating, sewer and water and fireplace permits for new single family residences They are flat-rate permit fees
Additions and
Alterations
Number of
Permits Declared Value
-40.00%
100.00%
#DIV/0!
#DIV/0!
-26.27%
-100.00%
Number of
Permits Declared Value
-33.89%
2023 Year to Date 2022 Year to Date
New
Residential
-37.02%
-40.00%
Number of Permits
% Increase / Decrease
Increase/Decrease
Declared Value
% Increase / Decrease
-34.96%
100.00%
#DIV/0!
-31.01%
#DIV/0!
-21.21%
-100.00%
n/a
n/a
4646 Dakota Street SE
Prior Lake, MN 55372
ECONOMIC DEVELOPMENT AUTHORITY AGENDA REPORT
MEETING DATE: June 12, 2023
AGENDA #: 7A
PREPARED BY: Casey McCabe, Community Development Director
AGENDA ITEM:
Resolution Authorizing the EDA President and Executive Director to Enter
into a Contract for Private Development with Prior Lake B Squared Ven-
tures, LLC for the Sale of EDA-Owned Property at 4662 and 4664 Dakota
Street SE, and a Resolution Authorizing the EDA President and Executive
Director to Execute the documents necessary to transfer the western 5 feet
of Lot 2, Block 1, City Hall Plaza to the City of Prior Lake
DISCUSSION:
Background
The Prior Lake Economic Development Authority (EDA) owns two parcels of
land at 4662 and 4664 Dakota Street SE (PIDs 255650020 and 255650030)
which total approximately 45,000 sq. ft. Both parcels are 75 ft. in width and 300 ft.
in depth and occupied with vacant single-family homes.
Prior to 2022, this 45,000 sq. ft. area was occupied by four parcels.
• Parcel 1 (4662 Dakota St.) was a 70 ft. X 200 ft. parcel acquired by the
EDA in 2020.
• Parcel 2 (4664 Dakota St.) was a 37.5 ft. X 200 ft. parcel acquired by the
City of Prior Lake in 2014.
• Parcel 3 (4666 Dakota St.) was a 37.5 ft. X 200 ft. parcel acquired by the
City of Prior Lake in 2005.
• Parcel 4 (no address) was a remnant parcel of land located north of par-
cels 1-3 that was acquired by the City of Prior Lake in 2005 to facilitate the
construction of City Hall.
In 2020, the Prior Lake City Council transferred ownership of Parcels 2 and 3 to
the EDA to facilitate a redevelopment project, and on March 6, 2023 the Prior Lake
City Council transferred ownership of Parcel 4 to the EDA.
On November 7, 2022, the Prior Lake City Council approved the enlargement of
Municipal Development District No. 1 and a Modified Development Program re-
lated thereto; the establishment of a Tax Increment Financing District (No. 1-6)
within Municipal Development District No. 1; and a Tax Increment Financing
(TIF) Plan related to a proposed mixed-use redevelopment project to be com-
pleted by Prior Lake B Squared Ventures, LLC (Developer). The TIF Plan iden-
tified a 145 ft. X 300 ft. redevelopment parcel based on a title commitment prepared
in 2020.
In 2022 the City Council approved the final plat of City Hall Plaza which provided
for the entire City Hall property to be located on one lot and created two 75 ft. by
300 ft. parcels. As part of the platting process, the City’s engineering consultant
had a title commitment prepared which identified EDA ownership of a previously
vacated alley adjacent to the 4662 Dakota Street parcel which increased the lot
2
dimensions of Lot 2, Block 1, City Hall Plaza from 70 ft. in width to 75 ft. This addi-
tional five feet presents a minor issue that must be corrected as the TIF plan has
already been approved with the previously anticipated dimensions of 145 ft. by 300
ft.
This agenda item is recommending two separate actions:
1. Authorizing the EDA President and Executive Director to Enter into a Con-
tract for Private Development with Prior Lake B Squared Ventures, LLC for
the Sale of EDA-Owned Property at 4662 and 4664 Dakota Street SE; and
2. Authorizing the EDA President and Executive Director to Execute the docu-
ments necessary to transfer the western 5 ft. of Lot 2, Block 1, City Hall Plaza
to the City of Prior Lake.
Current Circumstances
Pursuant to Minnesota Statutes, Section 469.105, the EDA is required to hold a
public hearing to consider the sale of EDA-owned land. The EDA may sell and
convey property it owns within the city if it determines the sale and conveyance
are in the best interests of the city or district and its people, and the transaction
furthers it general plan of economic development.
Contract for Private Development
The land sale is being proposed to facilitate a redevelopment project that will
include a five-story mixed-use building to be known as Cora Apartments which
includes approximately 98 market rate residential rental units, a street front res-
taurant of approximately 2,600 square feet, a rooftop deck for restaurant cus-
tomers, a rooftop deck for tenants, approximately 134 in-building stalls and ap-
proximately 28 surface parking stalls.
The Prior Lake City Attorney drafted the attached Contract for Private Develop-
ment agreement, which was reviewed by the legal representation for the Devel-
oper. Legal representatives of the City and Developer have proposed multiple
revisions to the Contract and the terms have been agreed to administratively by
both parties, pending EDA approval.
Along with authorizing the EDA President and Executive Director to enter into a
Contract for Private Development with Prior Lake B Squared Ventures, LLC for
the sale of EDA-owned Property, the EDA is being asked to determine the sale
and conveyance are in the best interests of the city and its people and the
transaction furthers it general plan of economic development.
The proposed land sale is in conformance with the 2040 Comprehensive Plan
as the propsoed residential apartments and commercial space are both
permitted uses in the TC, Town Center District.
The proposed sale is also in conformance with the general plan for economic
development in the City of Prior Lake, as i) the business of the EDA includes
promoting growth, development and redevelopment of retail and commercial
properties; diversifying the City’s tax base; and providing tools and incentives to
achieve the Strategic Plan, and ii) downtown vitality, including additional down-
town commercial square footage, is identified as a desired outcome in the City’s
adopted 2023-2026 Strategic Plan.
The Contract for Private Development states the EDA believes that the project
and fulfillment of this Agreement is in the best interest of the EDA and the health,
safety, morals, and welfare of the residents of the City and in accord with the
3
public purposes and provisions of the applicable state and local laws and re-
quirements.
Transfer of Property to City of Prior Lake
City staff had a title commitment completed when the City Council was consid-
ering the transfer of this property to the EDA in 2020. The 2020 commitment
showed the width of Parcels 1-3 were 70 ft., 37.5 ft., and 37.5 ft. (145’ total).
When the City Hall Plaza plat was completed to combine the individual lots for
City Hall and the individual lots for the redevelopment parcel, a second title com-
mitment was completed that showed the 4662 Dakota Street lot (Lot 2, Block 1,
City Hall Plaza) also included 5 ft. of a previously vacated alley, which was not
identified on the first title commitment. This resulted in the western lot increasing
in size from 70 ft. to 75 ft. (150 ft. total).
This additional five feet presents a minor issue that must be corrected as the TIF
plan, which has already been approved, identified property dimensions of 145 ft.
by 300 ft., not 150 ft. X 300 ft.
To correct this issue, City staff is proposing to prepare an administrative land
subdivision to split off the western 5 ft. of Lot 2, Block 1, City Hall Plaza, and
deed that 5 feet of land to the City of Prior Lake.
Budget Impact
The Contract for Private Development identifies an acquisition price of
$1,096,000. Proceeds from the land sale will be recorded in the EDA special
revenue fund (F240) to be used for future economic development purposes.
Conslusion
The EDA is required to hold a public hearing for land sales per MN State Statute
469.105. The City and the EDA have held this property for several years for the
purpose of redevelopment and the proposed redevelopment plan is in alignment
with that vision.
ALTERNATIVES:
RECOMMENDED
MOTION
ATTACHMENT:
1. Motion and second to approve a resolution authorizing the EDA President
and Executive Director to enter into a Contract for Private Development with
Prior Lake B Squared Ventures, LLC for the sale of EDA-owned property at
4662 and 4664 Dakota Street SE and approve a resolution authorizing the
EDA President and Executive Director to execute the documents necessary
to transfer the western 5 ft. of Lot 2, Block 1, City Hall Plaza to the City of
Prior Lake.
2. Motion and second to deny the attached resolutions.
3. Provide direction to staff and continue discussion at a future meeting.
Alternative No. 1
1. Contract for Private Development
2. Resolution Authorizing Property Transfer to Prior Lake B Squared Ventures,
LLC
3. Resolution Authorizing Property Transfer to City of Prior Lake
223669v4
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(reserved for recording information)
CONTRACT FOR PRIVATE DEVELOPMENT
THE CORA
AGREEMENT dated ____________________, 2023 (the “Effective Date”), by and
between the PRIOR LAKE ECONOMIC DEVELOPMENT AUTHORITY, a public body
corporate and politic under the laws of the State of Minnesota (“EDA”), and PRIOR LAKE B
SQUARED VENTURES, LLC, a Minnesota limited liability company (“Developer”).
WITNESSETH:
WHEREAS, the EDA was created pursuant to Minnesota Statutes, Sections 469.090-.108
and was authorized to transact business and exercise its powers by a resolution of the City Council
of the City of Prior Lake pursuant to Section 469.093 of the Act and has all the powers of an
economic development authority under Minnesota law; and
WHEREAS, pursuant to the Act, the Authority is authorized to undertake certain activities
to prepare real property for development and redevelopment by private enterprise; and
WHEREAS, the EDA has received a proposal for the sale of the real property located in
Prior Lake, Minnesota legally described in Exhibit “A” attached hereto (the “Property”) to the
Developer for development of the Property as a mixed-use building that includes residential rental
units and a street-front restaurant (the “Project”); and
WHEREAS, the EDA believes that the Project and fulfillment generally of this Agreement
is in the best interest of the EDA and the health, safety, morals and welfare of the residents of the
City and in accord with the public purposes and provisions of the applicable state and local laws
and requirements.
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WHEREAS, the EDA held a hearing on the sale pursuant to Minnesota Statutes Section
469.105, Subdivision 2.
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 I.
DEFINITIONS
In this Agreement, unless a different meaning clearly appears from the context:
"Act" means Minnesota Statutes, Sections 469.090-.108, as amended.
"Agreement" [or "Contract"] means this Contract for Private Development by and
between the EDA and the Developer, as the same may be from time to time modified, amended or
supplemented.
"Articles and Sections" mentioned by number only are the respective Articles and
Sections of this Agreement so numbered.
"City" means the City of Prior Lake, Minnesota.
"County" means the County of Scott, Minnesota.
"Deed" means the limited warranty deed described in Section 3.1 to be executed by the
EDA conveying the Property to the Developer.
"Developer" means Prior Lake B Squared Ventures, LLC, a Minnesota limited liability
company, or any assigns that have received prior written approval from the EDA.
"EDA" means the Prior Lake Economic Development Authority.
"Event of Default" means an action by the Developer listed in Article VI of this
Agreement.
"Minimum Improvements" means a five-story mixed-use building including
approximately 98 market rate residential rental units, a street front restaurant of approximately
2,600 square feet, a rooftop deck for restaurant customers, a rooftop deck for tenants,
approximately 134 in-building stalls and approximately 28 surface parking stalls to be constructed
by the Developer, in accordance with all applicable local, state and federal regulations governing
such facilities, and in conformance with all plans that will be submitted to and approved by the
City.
"Parties" means the Developer and the EDA.
"Plans" means the Plans for construction of the Minimum Improvements to be approved
by the EDA.
223669v4
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"Party" means either the Developer or the EDA.
"Project" means the Property and the completed Minimum Improvements thereon.
"Property" means the real property as legally described in Exhibit “A” attached hereto.
"Purchase Price" means the total sum of One Million Ninety-Six Thousand and no/100
Dollars ($1,096,000.00)1, which the Developer shall pay to the EDA for the purchase of the
Property.
"State" means the State of Minnesota.
"Unavoidable Delays" means delays outside the control of the Party claiming its
occurrence which are the direct result of strikes, other labor troubles, public health emergencies,
pandemics, unusually severe or prolonged bad weather, Acts of God, fire or other casualty to the
Project, delays in delivery of materials for the construction of the Project, the soil conditions of
the Development Property, 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 or EDA for anything
requiring their performance under this Agreement) which directly result in delays.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations and Warranties by the EDA. The EDA represents and
warrants that:
(a) The EDA is a public body corporate and politic duly organized and existing under
the laws of the State. Under the provisions of the Act and the laws of the State, the
EDA has the power to enter into this Agreement and carry out its obligations
hereunder.
(b) The EDA makes no representation or warranty, either express or implied, as to the
Property or its condition or soil conditions thereon, or that the Property is suitable
for the Developer's needs except as specifically set forth in this Agreement.
(c) The EDA and City have replatted and made such subdivisions or combinations of
the Real Property so that the Real Property is a separately platted lot and tax parcel
in compliance with applicable state, county and municipal laws, ordinances and
regulations relating to the subdivision and/or platting of property.
(d) Subject to satisfaction of the terms and conditions of this Agreement, the EDA will
convey the Property to the Developer for development in accordance with the terms
of this Agreement.
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(e) There are no pending or proposed special assessments affecting the Property or any
proposed or pending public improvements which may give rise to any special or
area assessments affecting the Property, except as provided in Section 5.1.
(f) The EDA has received no notice of and has no knowledge that the Property or its
use or uses are in violation of applicable law or any applicable private restriction.
(g) The EDA has received no notice of and has no knowledge of any action, litigation,
investigation or proceeding of any kind pending or threatened against the Property,
and EDA knows of no facts which could give rise to any such action, litigation,
investigation or proceeding.
(h) The EDA has no actual knowledge that a "well" (as defined in Minnesota Statutes
Section 103I.005, subd. 21) is located on the Subject Property.
(i) The EDA has no actual knowledge of an "individual sewage treatment system" (as
defined in Minnesota Statutes Section 115.55, subd. 1(g)) located on the Subject
Property.
(j) There are no leases, oral or written, affecting the Property nor any other right, title
or interest in or to the Property granted to any third party except as otherwise shown
on the survey to be provided under the terms of this Agreement.
(k) The EDA certifies that, as of the date hereof, no methamphetamine production has
occurred on the Property, pursuant to Minn. Stat. § 152.0275.
(l) To the best of the EDA’s knowledge, there has been no dumping or placement or
burying of trash or construction debris in or on the Property.
All representations and warranties shall survive Closing for a period of two (2) years.
Section 2.2. Representations and Warranties by the Developer. The Developer
represents and warrants that:
(a) The Developer is a limited liability company organized and existing under the laws
of the State of Minnesota, is authorized to transact business in this State, and has
duly authorized the execution of this Agreement and the performance of its
obligations under this Agreement.
(b) When the Property is conveyed to the Developer, the Developer will construct,
operate and maintain the Minimum Improvements upon the Property in accordance
with the terms of this Agreement and Minn. Stat. § 469.105, as well as all other
local, state and federal laws and regulations (including, but not limited to,
environmental, zoning, building code and public health laws and regulations).
(c) The Minimum Improvements will be constructed by the Developer, at its sole
expense, in such manner, and at such expense as are necessary to make the Property
usable by the Developer, including all such improvements as are necessary to make
223669v4
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said Property comply with all applicable federal, state and local rules, regulations,
ordinances and laws.
(d) The Developer will obtain, in a timely manner, all required permits, licenses and
approvals and to 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
Minimum Improvements may be lawfully constructed. The EDA will cooperate to
expedite the processing of any application filed with the City by the Developer.
The EDA does not hereby warrant or represent that the City will approve an
application filed by Developer, except as expressly provided in this Agreement.
(e) The Developer will cooperate with the EDA, and the EDA will cooperate with the
Developer with respect to any litigation commenced with respect to the Property or
the Minimum Improvements.
(f) The Developer will construct the Minimum Improvements on the Property in
accordance with plans approved by the City.
(g) The Developer will not transfer title to the property within one year of this purchase
Agreement without the consent of the EDA, pursuant to Minn. Stat. § 469.105,
subd. 5.
(h) 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 provisions of any corporate
restriction or any evidences 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.
(i) Whenever any Event of Default occurs and if the EDA 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, the Developer agrees that it shall,
within ten (10) days of written demand by the EDA, pay to the EDA the reasonable
fees of such attorneys and such other expenses so incurred by the EDA.
All representations and warranties shall survive Closing for a period of two (2) years.
ARTICLE III.
CONVEYANCE OF PROPERTY AND TAX INCREMENT ASSISTANCE
Section 3.1. Status of Property. Subject to the satisfaction of the terms and conditions
of this Agreement, the EDA agrees to sell the Property to the Developer and the Developer agrees
to purchase the Property from the EDA in "as-is" condition through the execution and delivery of
a limited warranty deed containing a right of reversion as provided under Section 6.3 of this
Agreement and conveying marketable title to the Subject Property, subject to:
223669v4
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(a) building and zoning laws, ordinances, state and federal regulations;
(b) reservations of minerals or mineral rights to the State of Minnesota; and
(c) any Permitted Encumbrances, as defined in Section 3.5 of this Agreement.
Section 3.2. Conditions to Conveyance of Property.
(a) Developer shall be obligated to accept title to the Property subject to satisfaction,
or waiver in writing by the Developer, of the following conditions precedent:
(i) Title. Title shall have been found marketable, or been made marketable, in
accordance with the requirements and terms of Section 3.5 below.
(ii) Document Review. Within ten (10) days after the Effective Date, EDA
shall deliver to Developer true and correct copies of any Records that are in
EDA’s possession. Developer shall have reasonably determined, on or
before the Contingency Date, that the Records are acceptable to Developer
in its sole discretion.
(iii) Testing. Developer shall have reasonably determined, on or before the
Contingency Date, that the results of and matters disclosed by soil tests,
engineering inspections, hazardous waste and environmental reviews,
business feasibility reviews of the Property and such other tests, studies and
investigations as Developer deems necessary in its sole determination (the
“Tests”), are acceptable to Developer in its sole discretion. Until the
Closing Date, EDA shall allow Developer, and Developer’s agents, access
to the Property without charge and at all reasonable times upon at least
twenty-four (24) hours prior notice for the purpose of Developer completing
the Tests. Developer shall pay all costs and expenses of the Tests and shall
indemnify, defend and hold EDA and the Property harmless from all costs
and liabilities, including mechanics’ liens, relating to the Developer’s
activities and those of its agents on or about the Property. Developer’s
obligation to indemnify EDA pursuant to this section shall survive the
Closing and/or the termination of this Agreement.
(iv) Government Approvals. On or before the Contingency Date, Developer
shall have obtained all final governmental approvals necessary in
Developer’s reasonable judgment for the anticipated development,
construction and use of the Property, including without limitation all
zoning, land use and site plan approvals. EDA shall, without charge to
Developer, cooperate in Developer’s attempts to obtain such assurances.
(v) Development, TIF and Other Entitlement Agreements. On or before the
Closing Date, EDA and Developer shall enter into such development and
financing agreements as such parties may mutually find acceptable to
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proceed with the redevelopment of the Real Property (the “Development
Agreements”).
(vi) Financing. Developer shall have received, on or before the Contingency
Date, all necessary commitments to finance Developer’s purchase and
redevelopment of the Real Property upon terms and conditions acceptable
to Developer in its sole determination.
(vii) EDA’s Obligations. Each of EDA’s representations and warranties are
materially true and each covenant and obligation of EDA hereunder shall
be substantially performed.
(b) The EDA's obligation to convey the Property shall be subject to the satisfaction
of, or waiver in writing by the EDA of, all of the following conditions precedent:
(i) The Developer not being in default under the terms of this Agreement;
(ii) Submittal to and approval by the EDA of written plans and specifications
for development of the Property.
The Contingency Date shall be the [earlier of (1) ninety (90) days after the parties reach final
agreement on the Development Agreements, which includes the Development Agreement or Site
Improvement Performance Agreement upon Final PUD approval memorializing platting and
public improvements on the Property or (2) December 31, 2023 (the “Contingency Date”). If the
contingencies have not been satisfied or waived by the parties on or before the Closing Date, or
any of the respective reports or tests permitted by Section 3.2(b) of this Agreement disclose a
condition or conditions of the Property which are unsatisfactory to the Developer, in Developer’s
sole discretion, then the respective party may elect to terminate this Agreement by written notice
delivered to the other party not later than expiration of such applicable dates. Upon such
termination, neither party will have any further rights or obligations regarding this Agreement or
the Property. If either party fails to terminate prior to expiration of such applicable contingency
dates, then the contingencies pertaining to each such respective contingency shall be deemed
waived by the party entitled to assert the contingency and the parties shall perform under this
Agreement. If this Agreement is terminated as permitted under the terms of this Section, then upon
request by EDA, EDA and Developer agree to sign a cancellation of this Agreement or Developer
shall deliver a Quit Claim Deed to the Property to EDA. Developer agrees to diligently proceed
to satisfy the conditions of this Section.
Section 3.3. Purchase Price. The Purchase Price for the Subject Property shall be payable
as follows:
(a) Five Thousand and no/100 Dollars ($5,000.00) (the “Earnest Money”) to be
deposited by Developer within three (3) business days of the Effective Date with
Guaranty Commercial Title, Inc. (“Title Company”), the sufficiency of which EDA
hereby acknowledges; and
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(b) One Million Ninety-One Thousand and no/100 Dollars ($1,091,000.00), as may be
adjusted by closing payments or credits, shall be paid by Developer by check or
wire transfer to the EDA on the date of Closing.
Section 3.4. Closing.
(a) The closing of the purchase and sale contemplated by this Agreement (the
“Closing”) shall occur within thirty (30) days after the expiration of the
Contingency Date, as may be extended by mutual agreement of the parties (the
“Closing Date”). The Closing shall take place at 10:00 a.m. local time at a mutually
acceptable location.
(b) The Developer shall take possession of the Property upon execution and delivery
of the Deed by the EDA at Closing.
(c) The Deed shall be in recordable form and shall be promptly recorded along with
this Agreement.
(d) At Closing, the Developer shall pay:
(i) the cost of all premiums required for the issuance of any owner’s or lender’s
policy, if any;
(ii) one-half of the closing fees charged by the Title Company;
(iii) the cost for any environmental investigation, tests, or surveys elected to be
completed by Developer, including consultants hired by Developer;
(iv) all taxes payable in accordance with the terms of this Agreement;
(v) its own attorneys’ fees; and
(vi) recording fees for documents required to be recorded at Closing.
(e) At Closing, the EDA shall pay:
(i) the cost for issuance of the title commitment, including any search and exam
fee;
(ii) one-half of the closing fees charged by the Title Company;
(iii) recording fees for documents necessary to the conveyance of the Property,
including the applicable state deed tax and conservation fees;
(iv) its own attorneys’ fees; and
(v) all taxes and assessments payable in accordance with this Agreement.
(f) All costs incidental to the Closing not otherwise specifically allocated under this
Agreement shall be prorated between EDA and Developer as of the Closing Date
or otherwise allocated in accordance with the custom and practice for similar
transactions in Minnesota.
Section 3.5. Title. Within twenty (20) days after the date of this Agreement, the EDA
shall obtain a current commitment for the issuance of an ALTA Form B owner's policy of title
insurance (the "Commitment") issued by Guaranty Commercial Title, Inc. (“Title Company”) in
the amount of the Purchase Price, accompanied by copies of all recorded documents affecting the
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Property and searches for real estate taxes, bankruptcies, judgments, liens and assessments. A
mortgage, monetary lien or any other lien or encumbrance against the property shall be deemed to
be a title objection. Within sixty (60) days of the Effective Date, the EDA, at its expense, shall
deliver to Developer a current ALTA/ACSM survey (the “Survey”) of the Real Property, certified
to Developer and such other parties as it may request, and contain the following Table A items
(based on 2021 minimum standards): 1, 2, 3, 4, 6, 7, 8, 9, 10, 11, 13, 16 and 18, and such other
information as may be reasonable requested by Developer.
Developer shall have ten (10) days after receipt of the Commitment, or thereafter any future
supplement, to make its objections to matters disclosed in the Commitment, or supplement, in
writing to the EDA. Any exceptions disclosed in the Commitment, or supplement, and not timely
object to by the Developer shall be deemed permitted encumbrances (“Permitted Encumbrances”).
The EDA shall have the right, but not the obligation within thirty (30) days after it receives such
objections to have the same removed or satisfied. If Developer’s objections are not removed or
satisfied by the EDA, then Developer may, at its sole discretion and as its sole and exclusive
remedy, either (a) terminate this Agreement by written notice to the EDA and the EDA and
Developer shall each be released from any further obligations and liability under this Agreement,
except for any provisions of this Agreement which are made to survive the termination of this
Agreement, and shall execute a mutual cancellation agreement evidencing the termination of this
Agreement, or (b) waive such objections by written notice to the EDA and proceed to closing with
the understanding that such uncured objections shall be included as Permitted Encumbrances on
the Deed at Closing; provided, however that if Developer has not notified the EDA of its election
to either waive such objections or terminate this Agreement within ten (10) days after expiration
of the EDA’s period to cure such objections, the Developer shall be deemed to have elected to
waive such objections pursuant to clause (b) above.
Section 3.6. Physical Inspection. Developer and its agents will have the right, from
time to time prior to the Closing, to enter upon the Subject Property to examine the same and the
condition thereof and to conduct such surveys and to make such engineering and other inspections,
tests and studies as Developer determines to be reasonably necessary, all at Developer’s sole cost
and expense. Developer will conduct such examinations or surveys during normal business hours
to the extent practicable. Developer will conduct all examinations and surveys of the Subject
Property in a manner that will not harm or damage the Subject Property so that it cannot be restored
to its prior condition or cause any claim adverse to the EDA and will restore the Subject Property,
to the extent reasonably practical and satisfactory to the EDA, to its condition prior to any such
examinations or surveys immediately after conducting the same. Developer will indemnify,
defend, and hold the EDA harmless from and against any claims for injury or death to persons,
damage to property or other losses, damages or claims, including, in each instance, reasonable
attorneys’ fees and litigation costs, arising out of any action of any person or firm entering the
Subject Property on Developer’s behalf as aforesaid, which indemnity will survive the Closing
and any termination of this Agreement without the Closing having occurred. Notwithstanding the
foregoing, Developer will not be liable merely for the discovery of a pre-existing condition at the
Subject Property.
Section 3.7. Limit on Title Transfer. The Developer shall not transfer title to the
Property within one year of the purchase without first obtaining the consent of the EDA, pursuant
to Minn. Stat. § 469.105, subd. 5.
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Section 3.8. Charges to be Paid by Developer. Except as otherwise provided herein,
Developer shall be responsible for all appropriate fees in connection with issuance of a building
permit or other fees required by the City, including fees associated with land development, such
as, but not limited to: park dedication, sanitary and water trunk fees, GIS fees. Developer shall be
responsible for City engineering fees for review and inspection of constructions plans and
improvements not covered by the building permit fees for private improvements directly related
to the Property such as, but not limited to, in-house and/or consulting engineering fees for public
utility connections, parking improvements located on the Property and landscaping located in or
associated with work in the City right of way, alley, curb, and sidewalk areas. Developer shall be
responsible for any costs for repair or maintenance to City property caused by Developer’s
construction of the Minimum Improvements.
Section 3.9. Obligations at Closing. On the Closing Date:
(a) EDA shall execute and/or deliver to Developer the following:
i. Authority. Such evidence as Developer and/or Title Company may
reasonably require as to the authority of the persons executing documents
on behalf of EDA.
ii. Plat. The final plat of City Hall Plaza in form reasonably acceptable to
Developer and Title Company, fully executed and in recordable form.
iii. Development Agreements. The agreed upon Development Agreements.
iv. Deed. A limited warranty deed conveying EDA’s interest in the Real
Property to Developer, subject only to the Permitted Encumbrances (as
defined in Section 3.5) (“Deed”).
v. Assignment of Permits, Warranties, Plans and Records. An Assignment of
Permits, Warranties, Plans and Records.
vi. Seller’s Affidavit. An Affidavit of EDA indicating that on the Closing Date
there are no outstanding, unsatisfied judgments, tax liens or bankruptcies
against or involving EDA or the Property; that there has been no skill, labor
or material furnished to the Property at EDA’s request for which payment
has not been made or for which mechanics’ liens could be filed and that to
EDA’s knowledge there are no other unrecorded interests in the Property.
vii. FIRPTA Affidavit. A non-foreign affidavit, properly executed and in
recordable form, containing such information as is required by IRC Section
1445(b)(2) and its regulations.
viii. Bring Down Certificate. A Bring Down Certificate stating that the
representations and warranties of EDA in Section 2.1 are true and correct
as of the Closing Date.
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ix. Records. Originals of the Records, to the extent they exist and are in EDA’s
possession or under its control.
x. Other Documents. All other documents reasonably determined to be
necessary to transfer the fee interest in the Property to Developer in the
manner specified herein.
xi. Settlement Statement. A Settlement Statement prepared by Title Company
documenting the applicable closing credits, charges and other adjustments
to the Purchase Price in form acceptable to EDA and Developer (the
“Settlement Statement”).
(b) Developer shall execute and/or deliver to EDA the following:
i. Purchase Price Payment. Payment of the remaining balance of the Purchase
Price.
ii. Development Agreements. The agreed upon Development Agreements.
iii. eCRV. The completed electronic Certificate of Real Estate Value
(“eCRV”), or information to allow Title Company to complete, the eCRV.
iv. Settlement Statement. The Settlement Statement.
Section 3.10. No Representation by the EDA. EXCEPT AS EXPRESSLY SET FORTH
IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE EDA IS NOT
MAKING AND HAS NOT MADE, AT ANY TIME, ANY WARRANTIES OR
REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH
RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN THE EDA’S LIMITED
WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX
CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL
CONDITIONS, UTILITIES, ACCESS, OPERATING HISTORY OR PROJECTIONS,
VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY
WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF
ANY PROPERTY DATA OR OTHER INFORMATION PERTAINING TO THE PROPERTY
DELIVERED TO DEVELOPER BY THE EDA OR ANY OTHER MATTER OR THING
REGARDING THE PROPERTY. DEVELOPER ACKNOWLEDGES AND AGREES THAT
UPON THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT, THE EDA SHALL SELL AND DEVELOPER SHALL ACCEPT THE
PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. DEVELOPER HAS NOT RELIED
AND WILL NOT RELY ON, AND THE EDA IS NOT LIABLE FOR OR BOUND BY, ANY
EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS,
REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR
RELATING THERETO MADE OR FURNISHED BY THE EDA OR AGENT REPRESENTING
OR PURPORTING TO REPRESENT THE EDA, TO WHOMEVER MADE OR GIVEN,
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DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET
FORTH IN THIS AGREEMENT.
THE DEVELOPER REPRESENTS TO THE EDA THAT DEVELOPER HAS CONDUCTED,
OR WILL HAVE HAD THE OPPORTUNITY TO CONDUCT PRIOR TO CLOSING, SUCH
INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE
PHYSICAL, ENVIRONMENTAL AND GEOTECHNICAL CONDITIONS THEREOF, AS
DEVELOPER DEEMS NECESSARY TO SATISFY ITSELF OF THE CONDITION OF THE
PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE
TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES OR
MATERIALS ON, WITHIN, UNDER OR DISCHARGED FROM THE PROPERTY, AND
WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED
BY OR ON BEHALF OF THE EDA.
UPON CLOSING, DEVELOPER SHALL ASSUME THE RISK THAT ADVERSE MATTERS,
INCLUDING BUT NOT LIMITED TO, ADVERSE PHYSICAL, ENVIRONMENTAL AND
GEOTECHNICAL CONDITIONS MAY HAVE BEEN REVEALED BY DEVELOPER’S
INVESTIGATIONS, AND DEVELOPER, UPON CLOSING, SHALL BE DEEMED TO HAVE
WAIVED, RELINQUISHED AND RELEASED THE EDA (AND THE EDA’S OFFICIALS,
EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS,
DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT) LOSSES,
DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES
AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR
UNKNOWN, WHICH DEVELOPER MIGHT HAVE ASSERTED OR ALLEGED AGAINST
THE EDA (AND THE EDA’S OFFICERS, DIRECTORS, SHAREHOLDER, EMPLOYEES
AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR
PATENT PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS) AND
ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS
REGARDING THE PROPERTY, EXCEPTING THEREFROM ANY INTENTIONAL OR
GROSSLY NEGLIGENT ACTION’S OF THE EDA (AND THE EDA’S OFFICIALS,
EMPLOYEES AND AGENTS) WHICH CAUSE DEVELOPER ANY LOSSES, COSTS
AND/OR EXPENSES.
The EDA and Developer agree that the provisions of this Section 3.10 shall survive the closing of
the transaction contemplated by this Agreement.
ARTICLE IV.
CONSTRUCTION OF MINIMUM IMPROVEMENTS
Section 4.1. Construction of Minimum Improvements. The Developer agrees that it
will construct the Minimum Improvements on the Property in accordance with Plans approved by
the City, and until the Certificate of Completion is issued will operate and maintain, preserve and
keep the Minimum Improvements or cause the Minimum Improvements to be maintained,
preserved and kept with the appurtenances and every part and parcel thereof in good repair and
condition. Developer acknowledges that, in addition to EDA approval of Plans, Developer is
required to obtain all necessary City approvals for the development.
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Section. 4.2. Plans.
(a) The Property has received preliminary Plan Unit Development (PUD) Plan
approval and the Property shall receive final PUD Plan approval prior to
construction. Prior to conveyance of the Property, the Developer shall submit to the
City a site plan for the Property ("Site Plan") and the Plans for the Minimum
Improvements in both a hard copy and CAD.DWG format. The Plans shall provide
for the construction of the Minimum Improvements and shall be in conformity with
this Agreement, the Site Plan, and all applicable state and local laws and
regulations. The City may approve the Plans in writing if, in the reasonable
discretion of the City and/or City Engineer: (i) the Plans conform to the terms and
conditions of this Agreement; (ii) the Plans conform to all applicable federal, state
and local law, ordinances, rules and regulations; (iii) the Plans are adequate to
provide for the construction of the subject Minimum Improvements; (iv) the Plans
do not provide for expenditures in excess of the funds which will be available to
the Developer for the construction of the Minimum Improvements; and (v) no
Event of Default has occurred and is continuing. No approval by the City under
this Section 4.2 shall relieve the Developer of the obligation to comply with the
terms of this Agreement, applicable federal, state and local laws, ordinances, rules
and regulations, or to construct the Minimum Improvements. No approval by the
City shall constitute a waiver of an Event of Default. The City shall review the
Plans and either approve the same or provide Developer with a list of specific
required changes to be made to the Plans. Upon making the specific changes to the
Plans as required by the City, the Developer shall submit the Plans with the required
changes to the City and if Developer made the required changes, the Plans shall be
approved.
(b) Following final PUD approval, any changes to the approved PUD Plan must be
made in conformance with Subsection 1132.1300 of Prior Lake City Code related
to major or minor PUD amendments. If the Developer desires to make any material
change in any Plans affecting the size, height, footprint, exterior building materials,
or any other change regarding the Minimum Improvements which would also
require approval under any applicable code, ordinance or regulation, including
Prior Lake City Code governing requirements for a major or minor PUD
amendment after approval of the final PUD Plan by the City, the Developer shall
submit the proposed change to the City . If the Plans, as modified by the proposed
change, conform to the requirements of this Section 4.2 of this Agreement and
conform to Prior Lake City Code governing major or minor PUD amendment, the
City may approve the proposed change and notify the Developer in writing of its
approval. Material change for purposes of this Agreement means a change in the
Plans which may reasonably be expected to adversely affect the generation of tax
increment from the Minimum Improvements.
Section 4.3. Construction of Minimum Improvements. Subject to Unavoidable
Delays, the Developer shall commence construction of the Minimum Improvements within one
year of the Closing Date, unless otherwise extended in accordance with Minn. Stat. § 469.105 and
shall substantially complete the Minimum Improvements on or before September 1, 2025, except
for minor "punch list items". Upon commencement of construction of the Minimum
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Improvements, the EDA will, within 30 days after request by the Developer, furnish to the
Developer a Release of Right of Reverter in the form attached hereto as Exhibit “B”. The Release
of Right of Reverter shall conclusively release, satisfy and terminate the rights of reverter and
reentry of the EDA in the Deed and pursuant to Minn. Stat. § 469.105.
Section 4.4. Construction Requirements. In constructing the Minimum
Improvements, the Developer shall comply with all federal, state and local laws and regulations.
Section 4.5. Failure to Construct. In the event construction of the Minimum
Improvements is not timely commenced as provided in Section 4.3 of this Agreement (subject to
the provisions of Section 3.5 hereof), the EDA may cancel the sale and title to the property shall
return to the EDA, pursuant to Minn. Stat. § 469.105, subd. 5.
ARTICLE V.
REAL PROPERTY TAXES
Section 5.1 Taxes and Deferred Assessments. Except as otherwise provided herein,
the EDA shall pay all general real estate taxes and installments of special assessments due and
payable in the year prior to the Date of Closing and years prior thereto. The EDA and Developer
shall prorate all general real estate taxes due and payable on the Subject Property in the year in
which the Date of Closing occurs on a per diem basis. EDA shall pay on or before Closing all
levied and pending special assessments associated with the Subject Property as of the Date of
Closing.
ARTICLE VI
Events of Default
Section 6.1. 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
(unless the context otherwise provides), any one or more of the following events:
(a) Failure by the Developer to pay when due any payments required to be paid under this
Agreement or to pay when due ad valorem taxes on the Property which are
Developer’s obligations hereunder.
(b) Failure by the Developer to commence, diligently pursue and complete construction
of the Minimum Improvements, or portions thereof, pursuant to the terms, conditions
and limitations of this Agreement.
(c) Failure by Developer to observe or perform any other covenant, condition, obligation
or agreement on its part to be observed or performed hereunder.
(d) The Developer does any of the following prior to completion of construction of the
Minimum Improvements: (i) files any petition in bankruptcy or for any
reorganization, arrangement, composition, readjustment, liquidation, dissolution, or
similar relief under United States Bankruptcy Laws or any similar federal or state
laws; or (ii) make an assignment for the benefit of its creditors; or (iii) admit, in
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writing, its inability to pay its debts generally as they become due; or (iv) be
adjudicated, bankrupt or insolvent.
(e) If any warranty or representation by the Developer in this Agreement is untrue in any
material respect.
(f) Failure by EDA to observe or perform any covenant, condition, obligation or
agreement on its part to be observed or performed hereunder.
(g) If any warranty or representation by the EDA in this Agreement is untrue in any
material respect.
Section 6.2. EDA's Remedies on Default. Whenever any Event of Default by Developer
referred to in Section 6.1 of this Agreement occurs, the EDA may take any one or more of the
following actions and unless otherwise provided such actions may be taken only after providing thirty
(30) days written notice to the Developer of the Event of Default and the Event of Default has not
been cured within said thirty (30) days or, if the Event of Default is by its nature incurable within
thirty (30) days, the Developer does not provide assurances to the EDA reasonably satisfactory to the
EDA that the Event of Default will be cured and will be cured as soon as reasonably possible:
(a) Suspend its performance under the Agreement until it receives assurances from the
Developer, deemed adequate by the EDA, that the Developer will cure its default and
continue its performance under the Agreement; or
(b) Terminate this Agreement; or
(c) Take whatever action, including legal, equitable or administrative action, which may
appear necessary or desirable to the EDA to collect any payments due or damages
arising under this Agreement or to enforce performance and observance of any
obligation, agreement, or covenant of the Developer under this Agreement.
Section 6.3. Revesting Title in EDA Upon Happening of Event Subsequent to
Conveyance to Developer. Pursuant to Minn. Stat. §469.105 subd. 5, if Developer fails to
commence construction pursuant to this Agreement within one (1) year from the date of purchase,
the EDA shall have the right to re-enter and take possession of the EDA Property and to terminate
the estate conveyed in the Deed to the Developer (“Right of Reverter”), it being the intent of this
provision that the conveyance of the Property to the Developer shall be made upon and a deed
containing a condition subsequent to the effect that in the event that Developer fails to commence
construction pursuant to this Agreement and fails to request and receive additional time for
commencement, the EDA at is option, may declare a termination in favor of the EDA of the title
and of all the rights and interests in and to the Property conveyed to the Developer. In such
circumstances, all title, rights and interests of the Developer shall revert to the EDA. If Developer
does commence construction pursuant to this Agreement within one year from the date of
purchase, upon request of Developer, the EDA shall provide a Release of Right of Reverter within
thirty (30) days of request to be filed with Office of the County Recorder in and for Scott County,
Minnesota memorializing the commencement of Minimum Improvements and releasing
Developer from the EDA’s right to re-enter and take possession of the parcel and to terminate the
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estate conveyed in the Deed to Developer pursuant to Minn. Stat. §469.105, subd. 5, although all
additional covenants and provisions of this Agreement and the Deed shall remain in effect.
Section 6.4. No Remedy Exclusive to EDA. No remedy herein conferred upon or
reserved to the EDA is intended to be exclusive of any other available remedy or remedies, but each
and every such remedy shall be cumulative and shall be in addition to every other remedy given under
this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to
exercise any right or power accruing upon any default shall impair any such right or power or shall
be construed to be a waiver thereof, but any such right and power may be exercised from time to time
and as often as may be deemed expedient.
Section 6.5. Attorneys' Fees. Whenever any Event of Default occurs and either the EDA
shall employ attorneys or incur 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, the Developer agrees that it shall, within ten (10) days of written
demand by the EDA pay to the EDA the reasonable fees of such attorneys and such other expenses
so incurred by the EDA; provided, that the Developer shall only be obligated to make such
reimbursement if the other party prevails in such collection or enforcement action.
Section 6.6 Developer's Remedies on Default. Whenever any Event of Default by EDA
referred to in Section 6.1 of this Agreement occurs, the Developer may take any one or more of the
following actions and unless otherwise provided such actions may be taken only after providing thirty
(30) days written notice to the EDA of the Event of Default and the Event of Default has not been
cured within said thirty (30) days or, if the Event of Default is by its nature incurable within thirty
(30) days, the EDA does not provide assurances to the Developer reasonably satisfactory to the
Developer that the Event of Default will be cured and will be cured as soon as reasonably possible:
(a) Up to the Closing:
(i) suspend its performance under the Agreement until it receives assurances from
the EDA, deemed adequate by the Developer, that the EDA will cure its
default and continue its performance under the Agreement, and that Developer
will receive an extension of any deadlines contained in this Agreement equal
to the period of suspended performance; or
(ii) terminate this Agreement; or
(b) Up to and after the Closing:
(i) Take whatever action, including legal, equitable or administrative action,
which may appear necessary or desirable to the Developer to collect any
damages arising under this Agreement or to enforce performance and
observance of any obligation, agreement, or covenant of the EDA under this
Agreement.
Whenever any Event of Default occurs and either the Developer shall employ attorneys or incur
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 EDA under this Agreement, the EDA
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agrees that it shall, within ten (10) days of written demand by the Developer pay to the Developer the
reasonable fees of such attorneys and such other expenses so incurred by the Developer; provided,
that the EDA shall only be obligated to make such reimbursement if the other party prevails in such
collection or enforcement action.
Section 6.7 No Remedy Exclusive to Developer. No remedy herein conferred upon or
reserved to the 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.
ARTICLE VII.
ADDITIONAL PROVISIONS
Section 7.1. Certificate of Completion. Promptly after substantial completion of the
Minimum Improvements in accordance with those provisions of this Agreement, the EDA will
furnish Developer with a certificate of completion substantially in the form shown at Exhibit “C”
(the “Certificate of Completion”). Such certification by the EDA shall be a conclusive
determination of satisfaction and termination of the agreements and covenants in this Agreement
with respect to the obligations of Developer, and its successors and assigns, to construct the
Minimum Improvements, and shall operate to forever waive the Developer’s obligations under
this Agreement and the EDA’s interest in the Property.
If the EDA shall refuse or fail to provide any certification in accordance with the provisions of this
Section 7.1, the EDA shall, upon demand, provide Developer with a written statement, indicating
in adequate detail in what respect Developer has failed to complete the Minimum Improvements
in accordance with the provision of this Agreement, or is otherwise in default, and what measures
or acts will be necessary, in the opinion of the EDA, for Developer to take or perform in order to
obtain such certification. Upon Developer’s completion of the items so described by the EDA, the
EDA shall deliver a fully executed Certificate of Completion to Developer.
Section 7.2. Restrictions on Use. The Developer agrees that the Developer shall devote
the Property to, and only to, and in accordance with, the uses specified in the City Code.
Section 7.3. Equal Employment Opportunity. The Developer agrees that during the
construction of the Minimum Improvements provided for in this Agreement it will comply with all
applicable federal, state and local equal employment and nondiscrimination laws and regulations.
Section 7.4. Conflicts of Interest. Except for a member who complies with the
requirements of Minn. Stat. § 469.098 and abstains from any decision in the event of such conflict,
no member of the governing body or other official of the EDA shall have any financial interest, direct
or indirect, in this Agreement, 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 personal interest or the interest of any corporation, partnership or association in which he
is, directly or indirectly, interested. No member, official or employee of the EDA shall be personally
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liable to the Developer or any successors in interest, in the event of any default or breach by the EDA
or for any amount which may become due to the Developer or successor or on any obligations under
the terms of the Agreement.
Section 7.5. Waiver and Release by Developer. Except as provided for in this
Agreement, the Developer hereby waives, releases and forever discharges the EDA from any claim
for costs incurred in preliminary plans, specifications, site testing improvements, Developer’s
professional fees or Developer’s legal fees in connection with the Project.
Section 7.6. Titles of Articles and Sections. Any titles of the several parts, Articles and
Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in
construing or interpreting any of its provisions.
Section 7.7. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication under the Agreement by either party to the
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 or delivered personally to:
Prior Lake B Squared Ventures, LLC
750 Second St. NE, Suite 100
Hopkins, MN 55343
Attn: William H. Beard and Benjamin H. Beard
Emails: billb@beardgroupinc.com
and benb@beardgroupinc.com
with a copy to: Ballard Spahr LLP
2000 IDS Center
80 S. 8th Street
Minneapolis, MN 55402
Attn: Laura L. Krenz
Email: krenzl@ballardspahr.com
(b) In the case of the EDA, is addressed or delivered personally to:
Economic Development Authority for the City of Prior Lake,
Minnesota
4646 Dakota St. SE
Prior Lake, MN 55372
Attn: Casey McCabe
Email: cmccabe@PriorLakeMN.gov
223669v4
19
with a copy to: Campbell Knutson, P.A.
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, MN 55121
Attn: David Kendall
Email: dkendall@ck-law.com
(c) Either Party may, upon written notice to the other Party, change the address to which
such notices and demands are made.
Section 7.8. Disclaimer of Relationship. The Developer acknowledges that nothing
contained in this Agreement nor any act by the EDA or the Developer shall be deemed or construed
by the Developer or any third person to create any relationship of third-party beneficiary, principal
and agent, limited or general partner or joint venture between the EDA and the Developer.
Section 7.9. Covenants Running with the Land. The terms and provisions of this
Agreement shall be deemed to be covenants running with the Property and shall be binding upon any
successors or assigns of the Developer and any future owners or encumbrancers of the Property until
the Certificate of Completion is issued. The representations, warranties, indemnities and covenants
contained in this Agreement shall survive the Closing Date and not be merged into the Closing
Documents.
Section 7.10. Counterparts. This Agreement is executed in any number of counterparts,
each of which shall constitute one and the same instrument.
Section 7.11. Law Governing. This Agreement will be governed and construed in
accordance with the laws of Minnesota.
Section 7.12. Subordination; Collateral Assignment. If required by the Developer’s
construction lender, the EDA agrees to: (a) subordinate this Agreement to the construction
mortgage to provide the construction lender with a first lien priority; and /or (b) consent to a
collateral assignment of this Agreement to the construction lender.
[Remainder of Page Intentionally Left Blank]
[Signature pages to follow]
223669v4
20
IN WITNESS WHEREOF, the EDA has caused this Agreement to be duly executed in its
name and behalf and the Developer has caused this Agreement to be duly executed in its name and
behalf, on or as of the date first above written.
PRIOR LAKE ECONOMIC
DEVELOPMENT AUTHORITY
By: ________________________________
Kimberly Prchal, President
By: ________________________________
Jason Wedel, Executive Director
STATE OF MINNESOTA )
)ss.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this _____ day of _____________,
2023, by Kimberly Prchal and Jason Wedel, the President and Executive Director, respectively, of
the Prior Lake Economic Development Authority, a public body corporate and politic under the laws
of the State of Minnesota, on behalf of the public body corporate and politic.
____________________________________
Notary Public
223669v4
21
DEVELOPER:
PRIOR LAKE B SQUARED VENTURES, LLC
By: _________________________________
Benjamin H. Beard, Its Vice President
STATE OF MINNESOTA )
)ss.
COUNTY OF _________ )
The foregoing instrument was acknowledged before me this _____ day of _______, 2023, by
Benjamin H. Beard, the Vice President of Prior Lake B Squared Ventures, LLC, a Minnesota limited
liability company, on its behalf.
____________________________________
Notary Public
DRAFTED BY:
CAMPBELL KNUTSON, P.A.
860 BLUE GENTIAN ROAD, SUITE 290
EAGAN, MINNESOTA 55121
TELEPHONE: (651) 452-5000
DSK
223669v4
EXHIBIT “A”
LEGAL DESCRIPTION OF THE PROPERTY
Lots 2 and 3, Block 1, CITY HALL PLAZA, according to the recorded plat thereof, Scott County,
Minnesota, EXECPT the westerly 5.00 feet, as measured at a right angle, of said Lot 2.
223669v4
EXHIBIT “B”
RELEASE OF RIGHT OF REVERTER
WHEREAS, the Prior Lake Economic Development Authority (the “Grantor”) pursuant
to a Limited Warranty Deed, dated _________________, 202___, and recorded in the Office of
the County Recorder2 in and for Scott County, Minnesota as Document Nos. ______________ and
________________ (the “Deed”), conveyed to Prior Lake B Squared Ventures, LLC, a Minnesota
limited liability company (the “Grantee”) the real property legally described as [add legal] (the
“Property”); and
WHEREAS, the Deed contained certain covenants and restrictions, the breach of which
by Grantee, its successors and assigns, would result in a forfeiture and right of re-entry by Grantor,
its successors and assigns, said covenants and restrictions being set forth in Section ____ of the
Deed (the “Right of Reverter”); and
WHEREAS, said Grantee has performed said covenants and conditions in a manner
deemed sufficient by the Grantor to permit the execution and recording of this Release; and
WHEREAS, this Release of Right of Reverter identified in Section ___ of the Deed; and
NOW, THEREFORE, this is to certify that Section ___ of the Deed, Sections [4.3 and
6.3] of the Contract for Private Development, dated __________, and recorded as Document No.
______ with the Scott County Recorder, and the Authority’s right of reverter under Minnesota
Statute §469.105, Subdivision 5, is hereby released and that the provisions for forfeiture of title
and right to re-entry for breach of condition subsequent by the Grantor therein is hereby released
absolutely and forever insofar as it applies to the land described herein, and the County Recorder
in and for the County of Scott and State of Minnesota is hereby authorized to accept for recording
and to record, the filing of this instrument, to be a conclusive determination of the satisfactory
termination of the Grantor’s Right of Reverter and the applicable covenants and conditions of the
Deed.
223669v4
IN WITNESS WHEREOF, the Grantor has caused this release to be duly executed on its
behalf this ____ day of _______________, 202__.
Prior Lake Economic Development Authority
By: ________________________________
Its President
By: ________________________________
Its Executive Director
STATE OF MINNESOTA )
)ss.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this _____ day of ___________,
20__, by _________________ and _____________________, the President and Executive
Director, respectively, of the Prior Lake Economic Development Authority, a public body
corporate and politic under the laws of the State of Minnesota, on behalf of the public body
corporate and politic.
____________________________________
Notary Public
DRAFTED BY:
CAMPBELL KNUTSON, P.A.
860 BLUE GENTIAN ROAD, SUITE 290
EAGAN, MINNESOTA 55121
TELEPHONE: (651) 452-5000
DSK
223669v4
EXHIBIT “C”
CERTIFICATE OF COMPLETION
The undersigned hereby certifies that Prior Lake B Squared Ventures, LLC, a Minnesota
limited liability company (“Developer”) has fully complied with its obligations to construct the
Minimum Improvements under that document titled Contract for Private Development dated
______________________, 20__, by and between the Prior Lake Economic Development
Authority (the “EDA”) and Developer, and that Developer is released and forever discharged from
its obligations under the Agreement with respect to the obligations of Developer, and its successors
and assigns, and the EDA waives any right, title or interest it may have in the Property, including
a right of reverter. The Scott County Recorder’s Office is hereby authorized to accept for recording
the filing of this instrument, to be a conclusive determination of the satisfaction and termination
of the Contract for Private Development described above.
IN WITNESS WHEREOF, the EDA has caused this Certificate to be duly executed in its
name and behalf on or as of the date first above-written.
Prior Lake Economic Development Authority
By: ________________________________
Its: President
By: ________________________________
Its: Executive Director
STATE OF MINNESOTA )
)ss.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this _____ day of ___________,
20__, by _________________ and _____________________, the President and Executive
Director, respectively, of the Prior Lake Economic Development Authority, a public body
corporate and politic under the laws of the State of Minnesota, on behalf of the public body
corporate and politic.
____________________________________
Notary Public
DRAFTED BY:
CAMPBELL KNUTSON, P.A.
860 BLUE GENTIAN ROAD, SUITE 290
EAGAN, MINNESOTA 55121
TELEPHONE: (651) 452-5000
DSK
4646 Dakota Street SE
Prior Lake, MN 55372
RESOLUTION 23-03 EDA
A RESOLUTION AUTHORIZING THE EDA PRESIDENT AND EXECUTIVE DIRECTOR
TO ENTER INTO A CONTRACT FOR PRIVATE DEVELOPMENT
WITH PRIOR LAKE B SQUARED VENTURES, LLC FOR THE SALE OF EDA-OWNED PROPERTY
AT 4662 AND 4664 DAKOTA STREET SE
Motion By:
Second By:
WHEREAS, the Prior Lake Economic Development Authority (“EDA” or “Authority”) was created
pursuant to Minnesota Statutes, Sections 469.090-.108 (“Act”) and was authorized to
transact business and exercise its powers by a resolution of the City Council of the City
of Prior Lake pursuant to Section 469.093 of the Act and has all the powers of an
economic development authority under Minnesota law; and
WHEREAS, pursuant to the Act, the Authority is authorized to undertake certain activities to prepare
real property for development and redevelopment by private enterprise; and
WHEREAS, the EDA has received a proposal for the sale of the real property located in Prior Lake,
Minnesota legally described as:
Lots 2 and 3, Block 1, CITY HALL PLAZA, according to the recorded plat thereof, Scott
County, Minnesota, EXECPT the westerly 5.00 feet, as measured at a right angle, of
said Lot 2 (“Property”)
to Prior Lake B Squared Ventures, LLC (“Developer”) for development of the Property as
a mixed-use building that includes residential rental units and a street-front restaurant
(the “Project”); and
WHEREAS, the EDA believes that the Project is in the best interest of the EDA and the health, safety,
morals and welfare of the residents of the City and in accord with the public purposes
and provisions of the applicable state and local laws and requirements; and
WHEREAS, the EDA held a public hearing on the sale pursuant to Minnesota Statutes Section
469.105, Subdivision 2 on June 12, 2023; and
WHEREAS, Notice of said public hearing was duly published and posted in accordance with the
applicable Minnesota Statutes and Prior Lake Ordinance.
NOW THEREFORE, BE IT HEREBY RESOLVED BY THE PRIOR LAKE ECONOMIC
DEVELOPMENT AUTHORITY as follows:
1. The recitals set forth above are incorporated herein.
2. The Project is in the best interest of the EDA and the health, safety, morals and welfare of the
residents of the City and in accord with the public purposes and provisions of the applicable state
and local laws and requirements.
3. The transaction furthers the EDA’s general plan of economic development.
4. The EDA President and Executive Director are hereby authorized to execute Contract for Private
Development and all other documents necessary to convey the Property to Prior Lake B Squared
Ventures, LLC in accordance with the terms of this Resolution.
5. All proceeds from the sale of this property shall be recorded in the EDA special revenue fund (F240)
to be used for future economic development purposes.
6. The sale of the Property to Prior Lake B Squared Ventures, LLC for a purchase price of
$1,096,000.00 is hereby approved subject to the following condition:
a. Prior to closing, the Planning Commission shall review the disposal of the EDA-owned interest
in the Property, or the City Council may, by resolution adopted by two-thirds vote, dispense with
this requirement if in its judgment it finds that the proposed disposal of Property has no
relationship to the comprehensive municipal plan in conformance with Minn. Stat. § 462.356,
subd. 2.
PASSED AND ADOPTED THIS 12th DAY OF JUNE 2023.
VOTE Prchal Boucher-
Hoese
Marco Briggs Braid
Aye ☐ ☐ ☐ ☐ ☐
Nay ☐ ☐ ☐ ☐ ☐
Absent ☐ ☐ ☐ ☐ ☐
Abstain ☐ ☐ ☐ ☐ ☐
______________________________
Jason Wedel, Executive Director
4646 Dakota Street SE
Prior Lake, MN 55372
RESOLUTION 23-04 EDA
A RESOLUTION AUTHORIZING THE EDA PRESIDENT AND EXECUTIVE DIRECTOR TO
EXECUTE THE DOCUMENTS NECESSARY TO TRANSFER THE WESTERN 5 FEET OF
LOT 2, BLOCK 1, CITY HALL PLAZA TO THE CITY OF PRIOR LAKE
Motion By:
Second By:
WHEREAS, the Prior Lake Economic Development Authority (“EDA” or “Authority”) was created
pursuant to Minnesota Statutes, Sections 469.090-.108 (“Act”) and was authorized to
transact business and exercise its powers by a resolution of the City Council of the City
of Prior Lake pursuant to Section 469.093 of the Act and has all the powers of an
economic development authority under Minnesota law; and
WHEREAS, the EDA owns real property located in Prior Lake, Minnesota legally described as:
Lot 2, Block 1, CITY HALL PLAZA, according to the recorded plat thereof, Scott County,
Minnesota; and
WHEREAS, the EDA would like to transfer ownership of the westerly 5.00 feet, as measured at a right
angle, of Lot 2, Block 1, CITY HALL PLAZA, according to the recorded plat thereof, Scott
County, Minnesota (Property) to the City of Prior Lake; and
WHEREAS, the EDA believes the transfer of Property is in the best interest of the EDA and the health,
safety, morals and welfare of the residents of the City and in accord with the public
purposes and provisions of the applicable state and local laws and requirements; and
WHEREAS, the EDA held a public hearing on the Property transfer pursuant to Minnesota Statutes
Section 469.105, Subdivision 2 on June 12, 2023; and
WHEREAS, Notice of said public hearing was duly published and posted in accordance with the
applicable Minnesota Statutes and Prior Lake Ordinance.
NOW THEREFORE, BE IT HEREBY RESOLVED BY THE PRIOR LAKE ECONOMIC
DEVELOPMENT AUTHORITY as follows:
1. The recitals set forth above are incorporated herein.
2. The Property transfer is in the best interest of the EDA and the health, safety, morals and welfare
of the residents of the City and in accord with the public purposes and provisions of the applicable
state and local laws and requirements.
3. The transaction furthers the EDA’s general plan of economic development.
4. The EDA President and Executive Director are hereby authorized to execute the documents
necessary to convey the Property to the City of Prior Lake in accordance with the terms of this
Resolution.
5. The transfer of the Property to the City of Prior Lake for a purchase price of $1.00 is hereby approved
subject to the following condition:
a. Prior to closing, the Planning Commission shall review the disposal of the EDA-owned interest
in the Property, or the City Council may, by resolution adopted by two-thirds vote, dispense with
this requirement if in its judgment it finds that the proposed disposal of Property has no
relationship to the comprehensive municipal plan in conformance with Minn. Stat. § 462.356,
subd. 2.
PASSED AND ADOPTED THIS 12th DAY OF JUNE 2023.
VOTE Prchal Boucher-
Hoese
Marco Briggs Braid
Aye ☐ ☐ ☐ ☐ ☐
Nay ☐ ☐ ☐ ☐ ☐
Absent ☐ ☐ ☐ ☐ ☐
Abstain ☐ ☐ ☐ ☐ ☐
______________________________
Jason Wedel, Executive Director
4646 Dakota Street SE
Prior Lake, MN 55372
ECONOMIC DEVELOPMENT AUTHORITY AGENDA REPORT
MEETING DATE: June 12, 2023
AGENDA #: 9A
PREPARED BY: Casey McCabe, Community Development Director
AGENDA ITEM:
Arts and Culture Committee Bylaws Amendment
DISCUSSION:
Introduction
The purpose of this item is to consider amendments to the Arts and Culture
Committee (ACC) Bylaws.
History
On February 8, 2021, the EDA approved the Arts and Culture Committee By-
laws. The ACC is composed of seven (7) committee members, one (1) of which
is a member of the EDA.
Current Circumstances
Committee members are eligible to serve up to three, three-year terms. As has
been the experience with other city committees, incumbents who apply for
subsequent terms are generally selected for reappointment.
Following discussion with the City Council Bylaw and Compensation
Committee last fall, city staff is proposing amendments (attached) to the ACC
Bylaws that would provide the Committee member appointed by the EDA and
the Committee Chair, or Committee Vice-Chair in the event the Chair position
has reached the end of a term, the ability to put forward an incumbent for
reappointment by the EDA prior to the advertisement of vacancies.
The intention of the proposed amendment is to make the appointment process
more efficient, transparent, and to retain strong incumbents. The propsoed
bylaw amendments would align the ACC appointment process with other city
committees and commissions who have recently made similar amendments to
their bylaws.
Conclusion
The requested action includes adoption of a resolution amending the Arts and
Culture Committee Bylaws.
ALTERNATIVES:
1. Motion and a second approving a resolution amending the Arts and Culture
Committee Bylaws.
2. Motion and a second to deny a resolution amending the Arts and Culture
Bylaws.
3. Continue discussion at a future meeting.
RECOMMENDED
MOTION:
Alternative 1
ATTACHMENTS: Proposed ACC Bylaw Amendments
CITY OF PRIOR LAKE
ARTS AND CULTURE COMMITTEE BYLAWS
Adopted February 8, 2021
Amended August 9, 2021
Amended June 12, 2023
SECTION 100: PURPOSE
101. The purpose of the City of Prior Lake Arts and Culture Committee (“Committee”) bylaws is to
provide a set of operating procedures for the Committee, and to establish a code of ethics
and conduct.
SECTION 200: STRUCTURE OF COMMITTEE
201. COMMITTEE CREATED: The EDA has established an Arts and Culture Committee. The
Committee is advisory to the EDA, and its purpose is to study and provide reports, analysis and
recommendations to the Economic Development Authority (EDA) and City staff on arts and
culture matters as assigned.
202. DUTIES OF THE COMMITTEE: The duties and responsibilities of the Committee include:
➢ Serve as a liaison between City government and the arts and culture organizations in the
community.
➢ Make recommendations to the EDA or City staff regarding arts and culture issues,
developments and implementation strategies that can be undertaken by the City to enhance
economic development through the attraction, expansion and strengthening of businesses
through arts and culture initiatives.
➢ Maintain an inventory of existing public art installations, regional arts organizations, and arts
and culture events in Prior Lake.
➢ Work to expand public art and cultural opportunities through the installation of additional
public art exhibits in the community.
➢ As requested, review and comment on development or redevelopment proposals involving
public art.
203. APPOINTMENT: The Committee shall consist of a minimum of three (3) and no more than
seven (7) members appointed by the EDA in addition to up to two (2) student members per
Subsection 210. The Committee shall consist of a minimum of one (1) member of the EDA and
several residents, business owners or other interested parties. All appointed Committee
members, including the EDA member, shall be a full voting member of the Committee. Non-
Prior Lake residents who are affiliated with a business located within the City of Prior Lake may
be appointed. No more than 25% of Committee members shall be non-residents or not affiliated
with a business in Prior Lake. Said members shall serve three (3) year-terms beginning
November 1st and ending October 31st. Committee members may serve additional terms upon
approval by the EDA, based upon satisfactory attendance and participation, continued
qualification, and in accordance with the term limit policy established herein. Committee
members may be appointed at any time throughout the year. If a Committee member is
appointed at any time other than the standard City appointment process in October, the
Committee member shall begin service immediately upon appointment and shall serve as if
appointed in the previous October, serving two full years and a partial year.
204: COMMITTEE LIAISONS: Any other organization deemed appropriate by the EDA and
Committee, may appoint Liaisons to serve on the Committee. The role of a Liaison is to act as
a conduit and resource for information for the Committee. The Liaison may attend meetings,
participate in discussion, and provide information and opinions both personally and from the
Committee, but shall not be a voting member of the Committee.
2 of 3
205. VACANCIES: If an appointed member of the Committee resigns, is terminated, reaches a term
limit, or otherwise vacates a seat of the Committee, the EDA may appoint a replacement in the
following manner:
1. Incumbents. If a Committee member reaches the end of a term and is eligible for
reappointment, the Committee member appointed by the EDA and the Committee Chair, or
Committee Vice-Chair in the event the Chair position has reached the end of a term, shall
determine if eligible incumbents shall be put forward for reappointment or if the vacancy shall
be opened for public application. If the Committee member appointed by the EDA and the
Committee Chair, or Committee Vice-Chair in the event the Chair position has reached the
end of a term, determines the position shall be opened to public application, steps 2 and 3
below shall be followed.
1.2. Applications are solicited. A notice of the vacancy is made public and individuals may be
encouraged to consider the position. The notice shall state the deadline for submitting
applications.
2.3. Appointment. City staff shall review applications and conduct interviews, if necessary, of
all candidates who have applied for appointment or reappointment. Staff will then make a
recommendation to the EDA for appointment. The EDA may accept or reject the
recommendation. If the recommendation is rejected, the EDA may appoint another
individual or reopen the application period and invite new candidates to apply.
206. OFFICERS: The Committee shall elect from among its members a Chair and Vice-Chair. The
City Manager or his/her designee, or a committee member shall serve as Secretary of the
Committee.
1. Chair: The Chair shall be elected at the first meeting in November by majority vote of the
members present at the meeting. The term of the chair shall begin in November and run
for one year. The duties of the chair shall include approval of meeting agendas, presiding
at meetings, and giving an accounting of its activities and any information the Committee
may consider relevant before the EDA annually or as directed otherwise.
2. Vice-Chair: The Vice-Chair shall be appointed in the same manner as the Chair and shall
perform the duties of the Chair in his/her absence. The Vice-Chair shall assume such other
duties as assigned by the Chair.
3. Secretary: The Secretary shall be responsible for recording and compiling a written
summary of all official activities of the Committee.
4. Vacancy: If the office of Chair or Vice-Chair becomes vacant, the Committee shall appoint
a replacement by majority vote of those members present at the next regular meeting, and
such election shall be for the unexpired term of said office.
207. TERM LIMIT: It is the policy of the Prior Lake City Council to impose a three-term service
limitation for all appointed positions on the Committee except for the initial appointment terms
which can be staggered in one (1), two (2) or three (3) year terms to allow for stability within the
committee as terms expire. The term limit applies only to full three-year terms, but under no
circumstance can and member serve for more than 9 (nine) consecutive years. The purpose of
the term limit policy is to encourage resident participation on City advisory bodies and provide
community members with the opportunity to participate in their local government.
208: REMOVAL OF MEMBER: Any member of the Committee may be removed from office by a four-
fifths (4/5) vote of the entire EDA for reasons including but not limited to: (i) failure to attend a
minimum of 75% of meetings; (ii) failure to attend site visits/inspections; (iii) failure to review and
understand agenda materials; (iv) failure to participate in an appropriate and productive manner;
3 of 3
(v) failure to continue to meet any requirement set forth in Section 203; and (vi) failure to comply
with any provision of these bylaws or any federal, state or local rule or regulation.
209: STAFF LIAISON: The City Manager shall appoint one or more staff liaisons to serve on the
Committee. The staff liaison shall schedule meetings and provide information at the direction of
the Committee. The staff liaison may provide information on the staffs’ position at the request of
the Committee but shall not direct the Committee or advocate for a position.
210: STUDENT MEMBERS: The Committee may select up to two individuals who are 18 years or
under to be student members on the Committee. The Committee shall establish an application
and interview process to select the student members. The student members shall be full voting
members of the Committee.
SECTION 300: STATEMENT OF ETHICS
301: The Statement of Ethics is in Article 16 of the EDA Bylaws.
SECTION 400: CONDUCTING MEETINGS
401: MEETINGS: All regular and special meetings shall be open to the public and shall be noticed in
conformance with the Minnesota Open Meeting Law.
402: SPECIAL MEETINGS: Special Meetings of the Committee may be called by the Chair or any
two (2) members of the Committee for the purpose of transacting any business designated in
the notice. Staff may recommend calling a special meeting but must receive approval from
either the chair or two members of the Committee. At such meetings, no business shall be
considered other than as designated in the notice.
403: QUORUM AND VOTING: At each meeting a majority of all the members appointed (e.g. two out
of three, four out of seven) shall constitute a quorum for the transaction of business. The voting
options available to the Committee when a vote has been initiated are aye (affirmative); nay
(negative vote); and abstention. When a vote is to be taken, the presiding officer shall first call
for the ayes, then the nays, and if applicable, shall call for abstentions. The votes of each
member shall be recorded in the minutes. If a member of the Committee is absent during a vote,
the member’s vote for the official minutes shall read as “absent”.
SECTION 500: MOTIONS AND RESOLUTIONS
501: POWERS AND DUTIES: The Committee shall act in an advisory capacity to the EDA and shall
advise the EDA on matters identified in Section 202 or as assigned to the Committee. The
Committee Chair shall give an accounting of the Committee’s activities with respect to its goals
and objectives before the EDA as requested. Additionally, specific powers, duties and
responsibilities may be assigned to the Committee upon approval of the EDA.
502: SUBCOMMITTEES: The Committee may divide its membership into subcommittees, as it
deems necessary to implement its goals and objectives.
SECTION 600: AMENDMENTS
601: AMENDMENTS: These bylaws shall be reviewed by the Committee annually. The Committee
or City staff may recommend revised Bylaws to the EDA for final approval.
4646 Dakota Street SE
Prior Lake, MN 55372
RESOLUTION 23-05 EDA
RESOLUTION APPROVING AMENDMENTS TO THE
ARTS AND CULTURE COMMITTEE BYLAWS
Motion By: Second By:
WHEREAS,
The City of Prior Lake Economic Development Authority (“EDA”) established an Arts
and Culture Committee on February 8, 2021 to enhance economic development
within the community; and
WHEREAS, The EDA approved the Arts and Culture Committee Bylaws on February 8, 2021 to
clarify the purpose, composition and operation of the Arts and Culture Committee;
and
WHEREAS, Arts and Culture Committee members are eligible to serve up to three, three-year
terms; and
WHEREAS, On June 12, 2023, the EDA considered amendments to the Arts and Culture
Committee Bylaws to provide the Committee member appointed by the EDA and the
Committee Chair, or Committee Vice-Chair in the event the Chair position has
reached the end of a term, the ability to put forward an incumbent for reappointment
by the EDA prior to the advertisement of vacancies.
NOW THEREFORE, BE IT HEREBY RESOLVED BY THE PRIOR LAKE ECONOMIC
DEVELOPMENT AUTHORITY as follows:
1. The recitals set forth above are incorporated herein.
2. The Arts and Culture Committee Bylaw revisions dated June 12, 2023 are hereby approved
as presented in the staff report.
PASSED AND ADOPTED THIS 12th DAY OF JUNE 2023.
VOTE Prchal Boucher-
Hoese
Marco Briggs Braid
Aye ☐ ☐ ☐ ☐ ☐
Nay ☐ ☐ ☐ ☐ ☐
Absent ☐ ☐ ☐ ☐ ☐
Abstain ☐ ☐ ☐ ☐ ☐
______________________________
Jason Wedel, Executive Director