HomeMy WebLinkAbout09(D) - Resolution approving a Redevelopment Tax Increment Financing Development Agreement for TIF District No. 1-6 for the Cora Apartments
ITEM: 9D
CITY COUNCIL AGENDA REPORT
MEETING DATE: November 12, 2025
PREPARED BY: Casey McCabe, Community Development Director
PRESENTED BY: Casey McCabe
AGENDA ITEM: Resolution Authorizing the Execution of a Development Agreement by and
between the City of Prior Lake and Prior Lake B Squared Ventures, LLC
Related to Tax Increment Financing District No. 1-6
STRATEGIC WELL MANAGED GROWTH
PRIORITY: 1. 20,000 SF of new downtown commercial by 2026
2. 80+ new residential units downtown by 2027
RECOMMENDED ACTION:
Approval of a resolution authorizing the execution of a Development Agreement by and between
the City of Prior Lake and Prior Lake B Squared Ventures, LLC related to redevelopment Tax
Increment Financing (TIF) District No. 1-6 (Cora Apartments).
BACKGROUND:
Prior Lake B Squared Ventures, LLC has applied for Redevelopment TIF to assist with eligible
project costs related to the redevelopment of property located at 4662 and 4664 Dakota Street
SE. The proposed redevelopment project includes the construction of a five-story mixed-use
building that includes 105 market rate residential rental units, a street front restaurant of
approximately 2,600 square feet, a rooftop bar of approximately 1,435 square feet for restaurant
customers, a rooftop deck for tenants, as well as approximately 28 surface parking stalls, six on-
street parking stalls, and two levels of underground parking with approximately 135 parking stalls.
On November 7, 2022 the city council approved; i) a modification of Municipal Development
District No. 1; ii) a TIF Plan for Redevelopment TIF District No. 1-6; and iii) the establishment of
TIF District No. 1-6 (the “TIF District”) for a development known at the time as Prior Lake Lofts;
the project is now known as the Cora Apartments. The submission of the request for certification
to the County Auditor was put on hold following the establishment of the TIF District pending
approval of a Development Agreement.
Current Circumstances
The cost for the redevelopment project is estimated at approximately $32 million. The developer
is requesting public financial assistance in the form of pay-go redevelopment TIF to assist with
the extraordinary costs of redevelopment.
When a new building like the one being proposed is constructed, the market value of the property
and its property taxes will increase due to the added value. TIF uses the additional property taxes
paid to reimburse the developer for part of the eligible development costs.
When a TIF district is created, a base valuation of the property is established. The tax revenue
from this base value remains with all taxing authorities. Increases in the assessed value above
the base value over the life of the district are called the increment. The incremental property taxes
are temporarily captured, and these monies are retained within a TIF district account and used to
City of Prior Lake | 4646 Dakota Street SE | Prior Lake MN 55372
Item 9D
Page | 2
reimburse the developer for eligible costs identified in the TIF development agreement. When the
obligations are satisfied, the TIF district is decertified and the new incremental value that had
been captured is released and combined with the base value. All taxing authorities will benefit
from the new, higher valuation.
The TIF Plan that was previously approved provides the general framework for the terms of
assistance and identifies the entire increment that may be generated over the full 26-year TIF
term. The TIF Plan differs from a TIF Development Agreement that is currently being considered.
The TIF Development Agreement acts as the assistance agreement and identifies the specific
terms and amount of assistance and establishes the responsibilities of the developer and the city.
Key elements of the TIF development agreement include:
The developer must construct a five-story mixed-use building including 105 market rate
residential rental units, a street front restaurant of approximately 2,600 square feet, a rooftop
bar of approximately 1,435 square feet for restaurant customers, a rooftop deck for tenants,
as well as approximately 28 surface parking stalls, six on-street parking stalls, and two levels
of underground parking with approximately 135 parking stalls.
Tax increments will be provided to the developer in the form of a pay-as-you-go note; this
allows the city to reimburse the developer for eligible project cost from the property tax
proceeds that are received annually up to the maximum principal amount in the note.
The TIF note has a total principal value of $3,383,000 with an interest rate of 5.0%; the
maximum term of the note is 25 years (26 years of increment collection).
The total estimated payments to the developer over a period not to exceed 25 years (26 years
of tax increment collection) is estimated to be approximately $6.37 million, including principal
and interest.
The amounts due under the note shall be payable on August 1, 2028, and on each February
stst
1 and August 1 thereafter to and including February 1, 2054.
The agreement includes a restaurant use requirement with the developer agreeing the
restaurant space will be used only for restaurant purposes (and ancillary uses thereto such
as a bar) and no other use. The use of the restaurant space for any residential or commercial
purpose other than a restaurant is an event of default under the terms of the agreement.
The agreement will terminate the earlier of (i) February 1, 2054, (ii) the date the Tax Increment
Note is paid in full, (iii) the date on which the Tax Increment District expires or is otherwise
terminated, or (iv) the date the Agreement is terminated or rescinded in accordance with its
terms.
Conclusion
The City’s legal consultant, Taft Stettinius & Hollister LLP, drafted the development agreement
and worked through revisions with the applicant’s attorney. The agreement has also been
reviewed by the City’s financial consultant, Northland Securities. All city financial and legal
consulting costs associated with this agreement are being paid by the applicant.
City staff anticipates the following benefits from the proposed redevelopment project:
Single-family homes are not a permitted use in the TC, Town Center district. The
redevelopment project would remove two legally non-conforming substandard single family
homes in the TC district.
Redevelopment of these underutilized parcels may spur redevelopment and improvements in
other areas of the downtown.
Increased market value. The Scott County estimated market value of the two existing
properties is currently $649,700. Following construction of the new building, the estimated
market value is anticipated to be ± $25 million.
Item 9D
Page | 3
Diversification of property tax. The most recent property tax payments for these two parcels
totaled $6,244. Following decertification of TIF District 1-6, the estimated property tax revenue
is anticipated to be ± $300,000 annually, to be divided among the taxing jurisdictions.
The development will help the city achieve two of the targets identified in the 2023-2026
Strategic Plan, which are to add 20,000 sq. ft. of new commercial development in the
downtown by 2026 and add 80+ residential units in the downtown by 2027.
The project will provide a Class A rental units, offering residents a housing option in the
downtown that does not currently exist.
New residents will bring added vibrancy to the downtown area and increase the customer
base to support our downtown businesses.
FINANCIAL IMPACT:
City financial and legal consulting costs associated with the TIF plan and Development Agreement
are being paid by the applicant.
The City of Prior Lake recently decertified three TIF Districts. TIF 3-1 (Creekside / Housing) was
decertified in 2022, three years earlier than the required decertification date; TIF 6-1 (Shepherd’s
Path / Housing) was decertified in 2024, eight years earlier than the required decertification date;
and TIF 1-3 (Lakefront Plaza / Redevelopment) was decertified in 2025, five years earlier than
the required decertification date. The actual increment generated in these three TIF districts was
greater than estimated, therefore, the TIF notes were paid off early allowing the districts to be
decertified. The City of Prior Lake currently has two active TIF districts; TIF 5-1 (Premiere Dance
/ Redevelopment) and TIF 1-5 (Grainwood / Housing).
ALTERNATIVES:
1. Motion and a second to approve a resolution authorizing the execution of a Development
Agreement with Prior Lake B Squared Ventures, LLC for TIF 1-6 (Cora Apartments).
2. Motion and a second to deny a resolution authorizing the execution of a Development
Agreement with Prior Lake B Squared Ventures, LLC for TIF 1-6 (Cora Apartments)
3. Motion and a second to table action and continue discussion at a future meeting.
ATTACHMENTS:
1. TIF 1-6 Development Agreement
4646 Dakota Street SE
Prior Lake, MN 55372
RESOLUTION 25-___
RESOLUTION AUTHORIZING THE EXECUTION OF A DEVELOPMENT AGREEMENT
BY AND BETWEEN THE CITY OF PRIOR LAKE
AND PRIOR LAKE B SQUARED VENTURES, LLC
RELATED TO TAX INCREMENT FINANCING DISTRICT NO. 1-6
Motion By: Second By:
WHEREAS, Prior Lake B Squared Ventures, LLC, a Minnesota limited liability company (the
"Developer") has requested the City of Prior Lake, Minnesota (the "City") to
assist with the financing of certain costs incurred in connection with the
construction and equipping of a five-story mixed-use building including 105
market rate residential rental units, a street front restaurant of approximately
2,600 square feet, a rooftop bar of approximately 1,435 square feet for
restaurant customers, a rooftop deck for tenants, as well as approximately 28
surface parking stalls and two levels of underground parking with approximately
135 parking stalls (the “Project”); and
WHEREAS, the Developer and the City have determined to enter into a Development
Agreement providing for the City’s tax increment financing assistance for the
Project (the "Development Agreement").
NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE,
MINNESOTA as follows:
1. The City hereby approves the Development Agreement in substantially the form submitted
and the Mayor and City Manager are hereby authorized and directed to execute the
Development Agreement on behalf of the City.
2. The approval hereby given to the Development Agreement includes approval of such
additional details therein as may be necessary and appropriate and such modifications
thereof, deletions therefrom and additions thereto as may be necessary and appropriate and
approved by the Authority officials authorized by this resolution to execute the Development
Agreement. The execution of the Development Agreement by the appropriate officer or
officers of the City shall be conclusive evidence of the approval of the Development Agreement
in accordance with the terms hereof.
th
Passed and Adopted this 12 day of November 2025.
VOTE Briggs Lake Braid Hellier Churchill
Aye
☐ ☐ ☐ ☐ ☐
Nay
☐ ☐ ☐ ☐ ☐
Abstain
☐ ☐ ☐ ☐ ☐
Absent
☐ ☐ ☐ ☐ ☐
______________________________
Jason Wedel, City Manager
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF PRIOR LAKE, MINNESOTA
AND
PRIOR LAKE B SQUARED VENTURES, LLC
This document drafted by: TAFT STETTINIUS & HOLLISTER LLP
2200 IDS Center
80 South 8th Street
Minneapolis, Minnesota 55402
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Table of Contents
Page
ARTICLE I. DEFINITIONS ..............................................................................................2
Section 1.1 Definitions .........................................................................................2
ARTICLE II. REPRESENTATIONS AND WARRANTIES ..............................................4
Section 2.1 Representations and Warranties of the City ........................................4
Section 2.2 Representations and Warranties of the Developer ..............................4
ARTICLE III. UNDERTAKINGS BY DEVELOPER AND CITY .......................................6
Section 3.1 Site Improvements and Development Property...................................6
Section 3.2 Limitations on Undertaking of the City ..............................................6
Section 3.3 Reimbursement: Tax Increment Note .................................................6
Section 3.4 Real Property Taxes ...........................................................................7
Section 3.5 Prohibition Against Transfer of Project and Assignment of
Agreement .........................................................................................8
Section 3.6 Legal and Administrative Expenses ...................................................8
Section 3.7 Restaurant Use Requirement ..............................................................8
ARTICLE IV. EVENTS OF DEFAULT...............................................................................9
Section 4.1 Events of Default Defined ..................................................................9
Section 4.2 Remedies on Default ..........................................................................9
Section 4.3 No Remedy Exclusive ..................................................................... 10
Section 4.4 No Implied Waiver .......................................................................... 10
Section 4.5 Agreement to Pay Attorney's Fees and Expenses ............................. 10
Section 4.6 Indemnification of City .................................................................... 10
ARTICLE V. ADDITIONAL PROVISIONS .................................................................... 12
Section 5.1 Restrictions on Use .......................................................................... 12
Section 5.2 Conflicts of Interest ......................................................................... 12
Section 5.3 Titles of Articles and Sections.......................................................... 12
Section 5.4 Notices and Demands ...................................................................... 12
Section 5.5 Counterparts .................................................................................... 13
Section 5.6 Law Governing ................................................................................ 13
Section 5.7 Expiration ........................................................................................ 13
Section 5.8 Provisions Surviving Rescission or Expiration ................................. 13
Section 5.9 Assignability of Tax Increment Note ............................................... 13
EXHIBIT A Description of Development Property ............................................................... A-1
EXHIBIT B Form of Tax Increment Note .............................................................................. B-1
EXHIBIT C Site Improvements ............................................................................................. C-1
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DEVELOPMENT AGREEMENT
THIS AGREEMENT, made as of the __ day of ________, 2025, by and between the City
of Prior Lake, Minnesota (the "City"), a municipal corporation organized and existing under the
laws of the State of Minnesota and Prior Lake B Squared Ventures, LLC, a Minnesota limited
liability company (the "Developer").
WITNESSETH:
WHEREAS, pursuant to Minnesota Statutes, Section 469.124 through 469.133, the City
has formed Municipal Development District No. 1 (the "Development District") and has adopted
a development program therefor (the "Development Program"); and
WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.1794, as amended (hereinafter, the "Tax Increment Act"), the City has created within the
Development District, Tax Increment Financing District No. 1-6 (Prior Lake Lofts) (the "Tax
Increment District"), and has adopted a tax increment financing plan therefor (the "Tax Increment
Plan") which provides for the use of tax increment financing in connection with certain
development within the Development District; and
WHEREAS, in order to achieve the objectives of the Development Program and
particularly to make the land in the Development District available for development by private
enterprise in conformance with the Development Program, the City has determined to assist the
Developer with the financing of certain costs of a Project (as hereinafter defined) to be constructed
within the Tax Increment District as more particularly set forth in this Agreement; and
WHEREAS, the City believes that the development and construction of the Project, and
fulfillment of this Agreement are vital and are in the best interests of the City, the health, safety,
morals and welfare of residents of the City, and in accordance with the public purpose and
provisions of the applicable state and local laws and requirements under which the Project has
been undertaken and is being assisted; and
WHEREAS, the requirements of the Business Subsidy Law, Minnesota Statutes, Section
116J.993 through 116J.995, do not apply to this Agreement pursuant to an exemption for housing.
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree with the other as follows:
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ARTICLE I.
DEFINITIONS
Section 1.1 Definitions. All capitalized terms used and not otherwise defined herein
shall have the following meanings unless a different meaning clearly appears from the context:
Agreement means this Agreement, as the same may be from time to time modified,
amended or supplemented;
Business Day means any day except a Saturday, Sunday or a legal holiday or a day on
which banking institutions in the City are authorized by law or executive order to close;
City means the City of Prior Lake, Minnesota;
County means Scott County, Minnesota;
Developer means Prior Lake B Squared Ventures, LLC, a Minnesota limited liability
company, its successors and assigns;
Development District means the real property described in the Development Program for
Municipal Development District No. 1;
Development Program means the development program approved in connection with the
Development District;
Development Property means the real property legally described in Exhibit A attached to
this Agreement;
Event of Default means any of the events described in Section 4.1 hereof;
Legal and Administrative Expenses means the fees and expenses incurred by the City in
connection with the adoption of the Tax Increment Financing Plan and the preparation of this
Agreement and the issuance of the Tax Increment Note;
Note Payment Date means August 1, 2028, and each February 1 and August 1 of each year
thereafter to and including February 1, 2054; provided, that if any such Note Payment Date should
not be a Business Day, the Note Payment Date shall be the next succeeding Business Day;
Prime Rate means the rate of interest from time to time publicly announced by U.S. Bank
National Association in Minneapolis, Minnesota, as its "prime rate" or "reference rate" or any
successor rate, which rate shall change as and when that rate or successor rate changes;
Project means the construction of a five-story mixed-use building including 105 market
rate residential rental units, a street front restaurant of approximately 2,600 square feet, a rooftop
bar of approximately 1,435 square feet for restaurant customers, a rooftop deck for tenants, as well
as approximately 28 surface parking stalls and two levels of underground parking with
approximately 135 parking stalls;
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Restaurant means the street front restaurant of approximately 2,600 square feet and the
rooftop bar of approximately 1,435 square feet for restaurant customers (the square feet of such
spaces is approximate and will adjust based on final plans approved by City);
Site Improvements means the site improvements to be undertaken on the Development
Property as identified on Exhibit C attached hereto;
State means the State of Minnesota;
Tax Increment Act means Minnesota Statutes, Sections 469.174 through 469.1794, as
amended;
Tax Increment District means Tax Increment Financing District No. 1-6 (Prior Lake Lofts),
located within the Development District, a description of which is set forth in the Tax Increment
Financing Plan, which was qualified as a redevelopment district under the Tax Increment Act;
Tax Increment Financing Plan means the tax increment financing plan approved for the
Tax Increment District by the City Council on November 7, 2022, and any future amendments
thereto;
Tax Increment Note or Note means the Tax Increment Revenue Note (Prior Lake B
Squared Ventures, LLC Project) to be executed by the City and delivered to the Developer pursuant
to Article III hereof, the form of which is attached hereto as Exhibit B;
Tax Increments means 90% of the tax increments derived from the Development Property
which have been received and retained by the City in accordance with the provisions of Minnesota
Statutes, Section 469.177;
Termination Date means the earlier of (i) February 1, 2054, (ii) the date the Tax Increment
Note is paid in full, (iii) the date on which the Tax Increment District expires or is otherwise
terminated, or (iv) the date this Agreement is terminated or rescinded in accordance with its terms;
and
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) which directly result in delays.
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ARTICLE II.
REPRESENTATIONS AND WARRANTIES
Section 2.1 Representations and Warranties of the City. The City makes the following
representations and warranties:
(1) The City is a municipal corporation and has the power to enter into this Agreement
and carry out its obligations hereunder.
(2) The Tax Increment District is a "redevelopment district" within the meaning of
Minnesota Statutes, Section 469.174, Subdivision 10, and was created, adopted and approved in
accordance with the terms of the Tax Increment Act.
(3) The development contemplated by this Agreement is in conformance with the
development objectives set forth in the Development Program.
(4) To finance certain costs within the Tax Increment District, the City proposes,
subject to the further provisions of this Agreement, to apply Tax Increments to reimburse the
Developer for a portion of the costs of the acquisition of the Development Property and for certain
Site Improvements in connection with the Project as further provided in this Agreement.
(5) The City makes no representation or warranty, either expressed or implied, as to
the Development Property or its condition or the soil conditions thereon, or that the Development
Property shall be suitable for the Developer's purposes or needs.
Section 2.2 Representations and Warranties of the Developer. The Developer makes
the following representations and warranties:
(1) The Developer is a Minnesota limited liability company and has the power and
authority to enter into this Agreement and to perform its obligations hereunder and doing so will
not violate its articles of organization, member control agreement or operating agreement, or the
laws of the State and by proper action has authorized the execution and delivery of this Agreement.
(2) The construction of the Project would not be undertaken by the Developer, and in
the opinion of the Developer would not be economically feasible within the reasonably foreseeable
future, without the assistance and benefit to the Developer provided for in this Agreement.
(3) The Developer will obtain, or cause to be obtained, in a timely manner, all required
permits, licenses and approvals, and will meet, in a timely manner, all requirements of all
applicable local, state, and federal laws and regulations which must be obtained or met before the
balance of the Project may be lawfully constructed.
(4) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of,
the terms, conditions or provision of any contractual restriction, evidence of indebtedness,
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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.
(5) The Developer will cooperate with the City with respect to any litigation
commenced with respect to the Project.
(6) The Developer will cooperate with the City in resolution of any traffic, parking,
trash removal or public safety problems which may arise in connection with the construction and
operation of the Project.
(7) Construction of the Project will commence on or before June 1, 2026 and barring
Unavoidable Delays the Project will be substantially completed by December 31, 2027.
(8) The Developer acknowledges that Tax Increment projections contained in the Tax
Increment Financing Plan are estimates only and the Developer acknowledges that it shall place
no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments
to reimburse the Developer for a portion of the costs of the acquisition of the Development
Property and the construction of the Site Improvements as provided in Article III.
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ARTICLE III.
UNDERTAKINGS BY DEVELOPER AND CITY
Section 3.1 Site Improvements and Development Property. The parties agree that the
acquisition of the Development Property and the installation of the Site Improvements are
essential to the successful completion of the Project. The costs of acquisition of the Development
Property and the construction of Site Improvements Project shall be paid by the Developer. The
City shall reimburse the Developer for the lesser of (1) $3,383,000, or (2) the costs of acquisition
of the Development Property and the construction of Site Improvements actually incurred and
paid by the Developer (the "Reimbursement Amount"), as further provided in Section 3.3 hereof.
Section 3.2 Limitations on Undertaking of the City. Notwithstanding the provisions of
Section 3.1, the City shall have no obligation to the Developer under this Agreement to reimburse
the Developer for the Reimbursement Amount, if the City, at the time or times such payment is
to be made is entitled under Section 4.2 to exercise any of the remedies set forth therein as a result
of an Event of Default which has not been cured.
Section 3.3 Reimbursement: Tax Increment Note. The City shall reimburse the
Developer for the costs identified in Section 3.1 through the issuance of the City's Tax Increment
Note in substantially the form attached to this Agreement as Exhibit B, subject to the following
conditions:
(1) The Tax Increment Note shall be dated, issued and delivered when the Developer
shall have demonstrated in writing to the reasonable satisfaction of the City that the construction
of the Project has been completed and that the Developer has incurred and paid the costs of the
acquisition of the Development Property and of the construction of Site Improvements, as
described in and limited by Section 3.1 and shall have submitted paid invoices for the costs of
construction of the Site Improvements and a settlement statement or other evidence of payment of
the costs of the Development Property in an amount not less than the Reimbursement Amount.
(2) The unpaid principal amount of the Tax Increment Note shall bear simple, non-
compounding interest from the date of issuance of the Tax Increment Note, at the lesser of 5.00%
per annum or the interest rate on Developer's construction loan note. Interest shall be computed
on the basis of a 360 day year consisting of twelve (12) 30-day months.
(3) The principal amount of the Tax Increment Note and the interest thereon shall be
payable solely from the Tax Increments.
(4) On each Note Payment Date and subject to the provisions of the Tax Increment
Note, the City shall pay, against the principal and interest outstanding on the Tax Increment Note,
Tax Increments received by the City during the preceding six (6) months. All such payments shall
be applied first to accrued interest and then to reduce the principal of the Tax Increment Note.
(5) The Tax Increment Note shall be a special and limited obligation of the City and
not a general obligation of the City, and only Tax Increments shall be used to pay the principal and
interest on the Tax Increment Note. If, on any Note Payment Date, the Tax Increments for the
payment of the accrued and unpaid interest on the Tax Increment Note are insufficient for such
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purposes, the difference shall be carried forward, without interest accruing thereon, and shall be
paid if and to the extent that on a future Note Payment Date there are Tax Increments in excess of
the amounts needed to pay the accrued interest then due on the Tax Increment Note.
(6) The City's obligation to make payments on the Tax Increment Note on any Note
Payment Date or any date thereafter shall be conditioned upon the requirement that (A) there shall
not at that time be an Event of Default that has occurred and is continuing under this Agreement
and (B) this Agreement shall not have been rescinded pursuant to Section 4.2.
(7) The Tax Increment Note shall be governed by and payable pursuant to the
additional terms thereof, as set forth in Exhibit B. In the event of any conflict between the terms
of the Tax Increment Note and the terms of this Section 3.3, the terms of the Tax Increment Note
shall govern. The issuance of the Tax Increment Note pursuant and subject to the terms of this
Agreement, and the taking by the City of such additional actions as bond counsel for the Tax
Increment Note may require in connection therewith, are hereby authorized and approved by the
City.
Section 3.4 Real Property Taxes. Prior to the Termination Date, the Developer shall
pay all real property taxes payable with respect to all and any parts of the Development Property
acquired and owned by it until the Developer's obligations have been assumed by any other person
pursuant to the provisions of this Agreement.
The Developer agrees that, so long as it owns all or any portion of the Development
Property, prior to the Termination Date:
(1) It will not seek administrative review or judicial review of the applicability of any
tax statute relating to the ad valorem property taxation of real property contained on the
Development Property determined by any tax official to be applicable to the Project or the
Developer or raise the inapplicability of any such tax statute as a defense in any proceedings with
respect to the Development Property, including delinquent tax proceedings; provided, however,
"tax statute" does not include any local ordinance or resolution levying a tax;
(2) It will not seek administrative review or judicial review of the constitutionality of
any tax statute relating to the taxation of real property contained on the Development Property
determined by any tax official to be applicable to the Project or the Developer or raise the
unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent
tax proceedings with respect to the Development Property; provided, however, "tax statute" does
not include any local ordinance or resolution levying a tax;
(3) It will not seek any tax deferral or abatement, either presently or prospectively
authorized under Minnesota Statutes, Section 469.1813, or any other State or federal law, of the
ad valorem property taxation of the Development Property between the date of execution of this
Agreement and the Termination Date; and
(4) The Developer shall notify the City within 10 days of filing any petition to seek
reduction in market value or property taxes on any portion of the Development Property under
any State law (referred to as a "Tax Appeal"). If as of any Payment Date, any Tax Appeal is then
pending, the City will continue to make payments on the Tax Increment Note but only to the
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extent that the Tax Increments relate to property taxes paid with respect to the market value of the
Development Property not being challenged as part of the Tax Appeal and the City will withhold
the Tax Increments related to property taxes paid with respect to the market value of the
Development Property being challenged as part of the Tax Appeal, all as determined by the City
in its reasonable discretion. The City will apply any withheld amount to the extent not reduced
as a result of the Tax Appeal promptly after the Tax Appeal is fully resolved and the amount of
Tax Increments, as applicable, attributable to the disputed tax payments is finalized.
Section 3.5 Prohibition Against Transfer of Project and Assignment of Agreement. The
Developer represents and agrees that prior to the Termination Date of this Agreement the
Developer shall not transfer fee title to the Project or any part thereof or any interest therein (which,
for the sake of clarity, shall not apply to leasehold interests), without the prior written approval of
the City, which approval shall not be unreasonably withheld, conditioned or delayed. The City
shall be entitled to require as conditions to any such approval that:
(1) Any proposed transferee shall have the qualifications and financial responsibility,
in the reasonable judgment of the City, necessary and adequate to fulfill the obligations
undertaken in this Agreement by the Developer.
(2) Any proposed transferee, by instrument in writing satisfactory to the City shall, for
itself and its successors and assigns, and expressly for the benefit of the City, have expressly
assumed all of the obligations of the Developer under this Agreement and agreed to be subject to
all the conditions and restrictions to which the Developer is subject.
(3) There shall be submitted to the City for review and prior written approval all
instruments and other legal documents involved in effecting the transfer of any interest in this
Agreement or Developer’s fee title to the Project.
Section 3.6 Legal and Administrative Expenses. The Developer shall pay all Legal and
Administrative Expenses incurred by the City within 30 days of the receipt of an invoice from the
City.
Section 3.7 Restaurant Use Requirement. Developer agrees that the Restaurant space
will be used only for restaurant purposes (and ancillary uses thereto such as a bar) and no other
use. The use of the Restaurant space for any residential or commercial purpose other than a
restaurant, is an Event of Default under Section 4.1 of the Agreement. In the case of such Event
of Default, the City may take any one or more of remedying actions listed in Section 4.2 of the
Agreement.
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ARTICLE IV.
EVENTS OF DEFAULT
Section 4.1 Events of Default Defined. The following shall be "Events of Default"
under this Agreement and the term "Event of Default" shall mean whenever it is used in this
Agreement any one or more of the following events:
(1) Failure by the Developer to timely pay any ad valorem real property taxes and
special assessments levied against the Development Property and all public utility or other City
payments due and owing with respect to the Development Property when due and payable by the
Developer.
(2) Failure by the Developer to cause the construction of the Project to be completed
pursuant to the terms, conditions and limitations of this Agreement.
(3) Failure of the Developer to observe or perform any other covenant, condition,
obligation or agreement on its part to be observed or performed under this Agreement.
(4) The holder of any mortgage on the Development Property or any improvements
thereon, or any portion thereof, commences foreclosure proceedings as a result of any default under
the applicable mortgage documents.
(5) If the Developer shall
(A) File any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under the United
States Bankruptcy Act of 1978, as amended or under any similar federal or state law; or
(B) make an assignment for the benefit of its creditors; or
(C) admit in writing its inability to pay its debts generally as they become due;
or
(D) be adjudicated a bankrupt or insolvent; or if a petition or answer proposing
the adjudication of the Developer, as a bankrupt or its reorganization under any present or
future federal bankruptcy act or any similar federal or state law shall be filed in any court
and such petition or answer shall not be discharged or denied within sixty (60) days after
the filing thereof; or a receiver, trustee or liquidator of the Developer, or of the Project, or
part thereof, shall be appointed in any proceeding brought against the Developer, and shall
not be discharged within sixty (60) days after such appointment, or if the Developer, shall
consent to or acquiesce in such appointment.
Section 4.2 Remedies on Default. Whenever any Event of Default referred to in Section
4.1 occurs and is continuing, the City, as specified below, may take any one or more of the
following actions after the giving of thirty (30) days' written notice to the Developer citing with
specificity the item or items of default and notifying the Developer that it has thirty (30) days
within which to cure said Event of Default. If the Event of Default has not been cured within said
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(30) days, or, if such an Event of Default cannot be reasonably cured by the Developer within
thirty (30) days, then within an additional thirty (30) days if Developer has commenced curing
the Event of Default within the initial thirty (30) day period:
(1) The City may suspend its performance under this Agreement until it receives
assurances from the Developer, deemed adequate by the City, that the Developer will cure the
Event of Default and continue its performance under this Agreement, and no interest shall accrue
on the Tax Increment Note while performance is suspended in accordance with this Section 4.2.
(2) The City may cancel and rescind the Agreement.
(3) The City may take any action, including legal or administrative action, in law or
equity, which may appear necessary or desirable to enforce performance and observance of any
obligation, agreement, or covenant of the Developer under this Agreement.
Notwithstanding anything to the contrary set forth in this Agreement, the members of the
Developer and any lenders providing financing for the Project shall have the right, but not the
obligation, to cure an Event of Default during the relevant cure period set forth above in the event
the Developer fails to cure such Event of Default.
Section 4.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to the
City is intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to
exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver thereof, but any such right and power may be exercised from
time to time and as often as may be deemed expedient.
Section 4.4 No Implied Waiver. In the event any agreement contained in this
Agreement should be breached by any party and thereafter waived by any other party, such waiver
shall be limited to the particular breach so waived and shall not be deemed to waive any other
concurrent, previous or subsequent breach hereunder.
Section 4.5 Agreement to Pay Attorney's Fees and Expenses. Whenever any Event of
Default occurs and the City shall employ attorneys or incur other expenses for the collection of
payments due or to become due or for the enforcement or performance or observance of any
obligation or agreement on the part of the Developer herein contained, the Developer agrees that
it shall, on demand therefor, pay to the City the reasonable fees of such attorneys and such other
expenses so incurred by the City.
Section 4.6 Indemnification of City.
(1) The Developer releases from and covenants and agrees that the City, its governing
body members, officers, agents, including the independent contractors, consultants and legal
counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively the
"Indemnified Parties") shall not be liable for and agrees to indemnify and hold harmless the
Indemnified Parties against any loss or damage to property or any injury to or death of any person
occurring at or about or resulting from any defect in the Project, provided that the foregoing
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indemnification shall not be effective for any actions of the Indemnified Parties that are not
contemplated by this Agreement.
(2) Except for any willful misrepresentation or any willful or wanton misconduct of
the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now
and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action
or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising
from the actions or inactions of the Developer (or if other persons acting on its behalf or under its
direction or control) under this Agreement, or the transactions contemplated hereby or the
acquisition, construction, installation, ownership, and operation of the Project; provided, that this
indemnification shall not apply to the warranties made or obligations undertaken by the City in
this Agreement or to any actions undertaken by the City which are not contemplated by this
Agreement but shall, in any event and without regard to any fault on the part of the City, apply to
any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or
penalty is paid by the City at a rate equal to the Prime Rate) as a result of the Project causing the
Tax Increment District to not qualify or cease to qualify as a "redevelopment district" under
Section 469.174, Subdivision 10, of the Act and Section 469.176, Subdivision 4(j). or to violate
limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4(j).
(3) All covenants, stipulations, promises, agreements and obligations of the City
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
obligations of the City and not of any governing body member, officer, agent, servant or employee
of the City, as the case may be.
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ARTICLE V.
ADDITIONAL PROVISIONS
Section 5.1 Restrictions on Use. The Developer agrees for itself, its successors and
assigns and every successor in interest to the Development Property, or any part thereof, that
during the term of this Agreement the Developer and such successors and assigns shall operate,
or cause to be operated, the Project as a rental housing facility and restaurant and shall devote the
Development Property to, and in accordance with, the uses specified in this Agreement.
Section 5.2 Conflicts of Interest. No member of the governing body or other official of
the City shall have any financial interest, direct or indirect, in this Agreement, the Development
Property or the Project, or any contract, agreement or other transaction contemplated to occur or
be undertaken thereunder or with respect thereto, nor shall any such member of the governing
body or other official participate in any decision relating to the Agreement which affects his or
her personal interests or the interests of any corporation, partnership or association in which he
or she is directly or indirectly interested. No member, official or employee of the City shall be
personally liable to the City in the event of any default or breach by the Developer or successor
or on any obligations under the terms of this Agreement.
Section 5.3 Titles of Articles and Sections. Any titles of the several parts, articles and
sections of the Agreement are inserted for convenience of reference only and shall be disregarded
in construing or interpreting any of its provisions.
Section 5.4 Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication under this Agreement by any party to any
other shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally, and
(1) in the case of the Developer is addressed to or delivered personally to:
Prior Lake B Squared Ventures, LLC
Attention: Robb Miller
300 Prairie Center Drive, Suite 245
Eden Prairie, MN 55344
(2) in the case of the City is addressed to or delivered personally to the City at:
City of Prior Lake, Minnesota
Attention: Community Development Director
4646 Dakota Street SE
Prior Lake, MN 55372-1176
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with a copy to:
Taft Stettinius & Hollister LLP
Attention: Mary Ippel
2200 IDS Center
80 South 8th Street
Minneapolis, MN 55402
or at such other address with respect to any such party as that party may, from time to time,
designate in writing and forward to the other, as provided in this Section.
Section 5.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 5.6 Law Governing. This Agreement will be governed and construed in
accordance with the laws of the State.
Section 5.7 Expiration. This Agreement shall expire on the Termination Date.
Section 5.8 Provisions Surviving Rescission or Expiration. Sections 4.5 and 4.6 shall
survive any rescission, termination or expiration of this Agreement with respect to or arising out
of any event, occurrence or circumstance existing prior to the date thereof.
Section 5.9 Assignability of Tax Increment Note. The Tax Increment Note may only
be assigned pursuant to the terms of the Tax Increment Note and shall not be unreasonably
conditioned or withheld.
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IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its
name and on its behalf and the Developer has caused this Agreement to be duly executed in its
name and on its behalf, on or as of the date first above written.
CITY OF PRIOR LAKE, MINNESOTA
By _______________________________________
Its Mayor
By _______________________________________
Its Manager
This is a signature page to the Development Agreement by and between the City of Prior Lake and
Prior Lake B Squared Ventures, LLC.
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PRIOR LAKE B SQUARED VENTURES, LLC
By _______________________________________
Its _______________________________________
This is a signature page to the Development Agreement by and between the City of Prior Lake and
Prior Lake B Squared Ventures, LLC.
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EXHIBIT A
Description of Development Property
Property located in the City of Prior Lake, Scott County, Minnesota with the following
description:
All that part of Lot 2 lying East of the West 5 feet as measured at a right angle, and Lot 3,
all in Block 1, City Hall Plaza, according to the recorded plat thereof, Scott County, Minnesota.
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EXHIBIT B
Form of Tax Increment Note
No. R-1 $_________
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF SCOTT
CITY OF PRIOR LAKE
TAX INCREMENT REVENUE NOTE
(PRIOR LAKE B SQUARED VENTURES, LLC PROJECT)
The City of Prior Lake, Minnesota (the "City"), hereby acknowledges itself to be indebted
and, for value received, hereby promises to pay the amounts hereinafter described (the "Payment
Amounts") to Prior Lake B Squared Ventures, LLC (the "Developer") or its registered assigns (the
"Registered Owner"), but only in the manner, at the times, from the sources of revenue, and to the
extent hereinafter provided.
The principal amount of this Note shall equal from time to time the principal amount stated
above, as reduced to the extent that such principal installments shall have been paid in whole or in
part pursuant to the terms hereof; provided that the sum of the principal amount listed above shall
in no event exceed $3,383,000 as provided in that certain Development Agreement, dated as of
____________, 2025 as the same may be amended from time to time (the "Development
Agreement"), by and between the City and the Developer. The unpaid principal amount hereof
shall bear interest from the date of this Note at the simple non-compounded rate of 5.00% per
annum. Interest shall be computed on the basis of a 360 day year consisting of twelve (12) 30-day
months.
The amounts due under this Note shall be payable on August 1, 2028, and on each February
1 and August 1 thereafter to and including February 1, 2054 or, if the first should not be a Business
Day (as defined in the Development Agreement), the next succeeding Business Day (the "Payment
Dates"). On each Payment Date the City shall pay by check or draft mailed to the person that was
the Registered Owner of this Note at the close of the last business day of the City preceding such
Payment Date an amount equal to the sum of the Tax Increments (hereinafter defined) received by
the City during the six (6) month period preceding such Payment Date. All payments made by the
City under this Note shall first be applied to accrued interest and then to principal. This Note is
prepayable by the City, in whole or in part, on any date.
The Payment Amounts due hereon shall be payable solely from 90% of tax increments (the
"Tax Increments") from the Development Property within the City's Tax Increment Financing
District No. 1-6 (Prior Lake Lofts) (the "Tax Increment District") within its Municipal
Development District No. 1 which are paid to the City and which the City is entitled to retain
pursuant to the provisions of Minnesota Statutes, Sections 469.174 through 469.1794, as the same
may be amended or supplemented from time to time (the "Tax Increment Act"). This Note shall
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terminate and be of no further force and effect following the last Payment Date defined above, on
any date upon which the City shall have terminated the Development Agreement under Section
4.2(2) thereof, the date the Tax Increment District is terminated, or on the date that all principal
and interest payable hereunder shall have been paid in full, whichever occurs earliest.
The City makes no representation or covenant, express or implied, that the Tax Increments
will be sufficient to pay, in whole or in part, the amounts which are or may become due and payable
hereunder.
The City's payment obligations hereunder shall be further conditioned on the fact that no
Event of Default under the Development Agreement shall have occurred and be continuing at the
time payment is otherwise due hereunder, but such unpaid amounts shall become payable if said
Event of Default shall thereafter have been cured; and, further, if pursuant to the occurrence of an
Event of Default under the Development Agreement the City elects to cancel and rescind the
Development Agreement, the City shall have no further debt or obligation under this Note
whatsoever. Reference is hereby made to all of the provisions of the Development Agreement,
including without limitation Section 3.2 thereof, for a fuller statement of the rights and obligations
of the City to pay the principal of this Note, and said provisions are hereby incorporated into this
Note as though set out in full herein.
This Note is a special, limited revenue obligation and not a general obligation of the City
and is payable by the City only from the sources and subject to the qualifications stated or
referenced herein. This Note is not a general obligation of the City and neither the full faith and
credit nor the taxing powers of the City are pledged to the payment of the principal of this Note
and no property or other asset of the City, save and except the above-referenced Tax Increments,
is or shall be a source of payment of the City's obligations hereunder.
This Note is issued by the City in aid of financing a project pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota, including the Tax Increment
Act.
This Note is subject to prepayment in immediately available funds on any date at the option
of the City, in whole or in part and without penalty.
This Note may be assigned only with the consent of the City which consent shall not be
unreasonably conditioned or withheld. In order to assign the Note, the assignee shall surrender
the same to the City either in exchange for a new fully registered note or for transfer of this Note
on the registration records for the Note maintained by the City. Each permitted assignee shall take
this Note subject to the foregoing conditions and subject to all provisions stated or referenced
herein.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required
by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be
performed precedent to and in the issuance of this Note have been done, have happened, and have
been performed in regular and due form, time, and manner as required by law; and that this Note,
together with all other indebtedness of the City outstanding on the date hereof and on the date of
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its actual issuance and delivery, does not cause the indebtedness of the City to exceed any
constitutional or statutory limitation thereon.
IN WITNESS WHEREOF, City of Prior Lake, Minnesota, by its City Council, has caused
this Note to be executed by the manual signatures of its Mayor and Manager and has caused this
Note to be dated as of _________________, 20___.
Manager Mayor
DO NOT EXECUTE UNTIL PAID INVOICES, A SETTLEMENT STATEMENT OR
OTHER EVIDENCE OF PAYMENT FOR LAND ACQUISITION AND SITE
IMPROVEMENTS ARE GIVEN TO THE CITY - REFER TO SECTION 3.3(1).
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CERTIFICATION OF REGISTRATION
It is hereby certified that the foregoing Note was registered in the name of Prior Lake B
Squared Ventures, LLC, and that, at the request of the Registered Owner of this Note, the
undersigned has this day registered the Note in the name of such Registered Owner, as indicated
in the registration blank below, on the books kept by the undersigned for such purposes.
NAME AND ADDRESS OF DATE OF SIGNATURE OF
REGISTERED OWNER REGISTRATION CITY MANAGER
Prior Lake B Squared Ventures, LLC
Attention: Robb Miller
300 Prairie Center Drive, Suite 245
Eden Prairie, MN 55344
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EXHIBIT C
Site Improvements
Earthwork/excavation
Soils test and environmental studies
Environmental remediation
Building demolition and clearance
Streets and roads
Curb and gutter
Sidewalks and trails
Soils correction
Storm water retention systems
Pilings/Caissons
Utilities (sanitary sewer, storm sewer, and water), including utility relocations
Parking improvements
Retaining Wall
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