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HomeMy WebLinkAbout05(J) - Resolution Granting Temporary Construction Easements and Permanent Utility Easements Adjacent to 4662 and 4664 Dakota Street SE ITEM: 5J CITY COUNCIL AGENDA REPORT MEETING DATE: November 25, 2025 PREPARED BY: Casey McCabe, Community Development Director PRESENTED BY: Casey McCabe AGENDA ITEM: Resolution Granting Temporary Construction Easements and Permanent Utility Easements Adjacent to 4662 and 4664 Dakota Street SE RECOMMENDED ACTION: Approval of a resolution granting temporary construction easements and permanent utility easements to Prior Lake B Squared Ventures, LLC related to the construction of the Cora Apartments redevelopment project. BACKGROUND: Prior Lake B Squared Ventures, LLC has received final Planned Unit Development plan approval to construct a five-story mixed-use building at 4662 and 4664 Dakota Street SE 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 and amenity space for tenants, as well as approximately 28 public surface parking stalls, two levels of underground parking with approximately 135 private parking stalls and six on-street public parking stalls. Current Circumstances Prior Lake B Squared Ventures is requesting the City of Prior Lake grant several easements, both temporary and permanent, to allow for construction of the building as proposed. The requested easements include a Crane Easement, Tieback Anchors Easement, Layback Construction Easement, Utility Construction Easement, Staging Area Easement, Stormwater Utility Easement and a Transformer Utility Easement. The Stormwater Utility Easement and the Transformer Utility Easement would be permanent easements; the Tieback Easement would be temporary; however, infrastructure would be left in the ground following construction. The other requested easements are temporary. Crane Easement The Temporary Air Rights / Crane Easement would allow the crane to move around the project site; would allow the contractor to swing the boom of the crane over the City Hall property, the Gateway Park property and public right-of-way; and identifies locations for the crane to sit during construction. The easement does not include the right to carry any live loads over and across the City Hall building. The Crane Easement would terminate upon completion of the project without any further action of the parties. If approved, the easement agreement requires the general contractor, Ironmark Building Company, LLC, to enter into a temporary crane encroachment license agreement with the City. Tieback Anchors Easement The Tieback Anchors Easement would allow access to city property as necessary for the developer to install approximately 184 tieback anchors into the soil along the City Hall, Gateway City of Prior Lake | 4646 Dakota Street SE | Prior Lake MN 55372 Item 5J Page | 2 Park and Dakota Street right-of-way. Upon completion of the construction, if required by the type of tieback anchor used, the general contractor would de-stress all tieback anchors by cutting through to de-tension the anchors. The tiebacks would be left in place. The developer would be required to deliver plans showing the location of all de-stressed tieback anchors. If approved, the developer would agree to complete a precondition survey of the City Hall property and to install, monitor, adjust and remove vibration monitoring devices and equipment. The agreement would grant an easement for the developer or subcontractor to access the City Hall property to obtain baseline readings from such vibration monitors prior to the commencement of construction and to thereafter periodically read such vibration monitors during the excavation and construction. The developer shall provide the city with a letter from their engineer confirming that the excavation and construction of the project will not disturb the natural soil pressure on the City Hall property. Upon the completion of the project, the developer will remove any vibration monitors and repair any damage or blemishes to the City Hall property caused by the installation and removal of such monitors. The precondition survey and monitoring easement would automatically expire upon completion of the construction of the project and the removal of monitors without further action of the parties. Layback Construction Easement The Layback Construction Easement would allow the developer to excavate approximately 15 ft. of city property located north of the project site. This easement is necessary for excavation of the underground stormwater detention basin located behind the proposed building; a 1.5:1 slope is needed from the bottom of the structures for safe excavation and there is not sufficient area on the development property to accomplish this. The disturbed areas would be restored by the developer. Utility Construction Easement The Utility Construction Easement is a temporary construction easement to allow the developer to install electrical equipment at the south end of Gateway Park, replace an existing 6 inch stormwater line with a 12 inch line within the park; and remove the existing sanitary sewer line that has been vacated and is no longer necessary. Staging Area Easement The Staging Area Easement is temporary and would allow the developer to use a portion of Gateway Park for construction staging. The staging area will be fenced in by the developer to protect the public from access during construction. The areas outside of the staging area will remain open for use by the public to access Lakefront Park. Stormwater Utility Easement The Stormwater Utility Easement is a permanent utility easement for stormwater purposes over, under and through public property located northwest of the project site behind the City Hall building. The developer will be installing stormwater discharge facilities in accordance with the final specifications and plans approved by the City. Transformer Utility Easement The Transformer Utility Easement is permanent utility easement for an electrical transformer that is proposed to be located in southwest portion of Gateway Park. The transformer shall be installed in accordance with the final specifications and plans approved by the City. Item 5J Page | 3 The request and easement agreement have been reviewed by the City Public Works / Engineering Department and the City Attorney. The city will retain its right to access and perform work within the easement areas if needed and the proposed easement agreement will not have a negative impact on the city's ability to operate and maintain its systems. Issues No interest in real property shall be disposed of by the city until after the planning commission has reviewed the proposed disposal and reported in writing to the city council its findings as to compliance of the proposed disposal with the comprehensive plan. The city council may, by resolution adopted by two-thirds vote, dispense with the requirements of this section when in its judgment it finds that the proposed disposal of real property has no relationship to the comprehensive plan. The attached resolution includes a finding that granting of these easements has no relationship with the comprehensive plan and dispenses of the requirement for planning commission review. The City Attorney has recommended the easement agreement be revised from one combined document to two separate documents, one for the permanent easements and one for the tempoary easements. As such, the resolution approves the easement agreement in substantially the same form as attached, subject to any modifications as approved by the City Attorney and Public Works Director to allow for two separate easement agreements to be drafted. FINANCIAL IMPACT: The developer will be responsible for all costs associated with the construction of these improvements. The developer will be responsible for restoration of all disturbed areas and all maintenance costs for the utilities located on private property. Following acceptance of the developer installed public improvements, the city will be responsible for maintenance costs of the public utilities going forward. ALTERNATIVES: 1. Motion and second to approve the attached resolution granting temporary construction easements and permanent utility easements to Prior Lake B Squared Ventures, LLC related to the construction of the Cora Apartments redevelopment project. 2. Motion and second to deny the attached resolution granting temporary construction easements and permanent utility easements to Prior Lake B Squared Ventures, LLC related to the construction of the Cora Apartments redevelopment project. 3. Provide direction to staff and the applicant and continue discussion at a future meeting. ATTACHMENTS: 1. Easement Agreement 2. Resolution 4646 Dakota Street SE Prior Lake, MN 55372 RESOLUTION 25-___ A RESOLUTION GRANTING TEMPORARY CONSTRUCTION EASEMENTS AND PERMANENT UTILITY EASEMENTS Motion By: Second By: WHEREAS, the City of Prior Lake is the owner of certain real property located in the City of Prior Lake, MN located at 4646 Dakota St. SE, Prior Lake, Scott County, Minnesota, 55372 (“City Hall Property”), together with the real property located to the north of City Hall that is park land (the “Lakefront Park”) and the public-right-of way located east of 4664 Dakota Street SE (the “Gateway Park”). The City Hall Property, Lakefront Park and Gateway Park hereinafter referred to as (the “City Property”); and WHEREAS, Prior Lake B Squared Ventures, LLC, (the "Grantee") is proposing to construct a five- story mixed-use building at 4662 and 4664 Dakota Street SE 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 and amenity space for tenants, as well as approximately 28 public surface parking stalls, two levels of underground parking with approximately 135 private parking stalls and six on-street public parking stalls; and WHEREAS, Grantee has requested the City of Prior Lake execute an Easement Agreement to grant several easements, both temporary and permanent, on City Property to allow for construction of the building as proposed; and WHEREAS, the Easement Agreement identifies a Crane Easement, Tieback Anchors Easement, Layback Construction Easement, Utility Construction Easement, Staging Area Easement, Stormwater Utility Easement and a Transformer Utility Easement; and WHEREAS, the proposed Easement Agreement, which outlines the terms and conditions of the easement grant, has been reviewed by the City Attorney and the City Engineer. WHEREAS, the Prior Lake City Council considered the request to approve the Easement Agreement to grant temporary construction easements and permanent utility easements on November 25, 2025; and WHEREAS, the City Council has determined that granting the requested easements is necessary for the provision of essential services to the Grantee's property and will not unreasonably interfere with the normal operation or use of the remaining City Property. NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE, MINNESOTA as follows: 1. The recitals set forth above are incorporated herein. 2. The granting of easements over and under the City Property has no relationship with the City’s comprehensive municipal plan and review by the Planning Commission is hereby dispensed with. 3. The City Council hereby approves the Easement Agreement in substantially the form as attached to the November 25, 2025 City Council report, subject to any modifications to the Easement Agreement as approved by the City Attorney and Public Works Director. 4. The City Manager is hereby authorized to execute the Easement Agreement on behalf of the City. 5. The Grantee shall record the fully executed Easement Agreement and exhibits in the Office of the Scott County Recorder. th Passed and Adopted by the Prior Lake City Council this 25 day of November 2025. VOTE Briggs Braid Churchill Lake Hellier Aye ☐ ☐ ☐ ☐ ☐ Nay ☐ ☐ ☐ ☐ ☐ Abstain ☐ ☐ ☐ ☐ ☐ Absent ☐ ☐ ☐ ☐ ☐ ______________________________ Jason Wedel, City Manager EASEMENT AGREEMENT (Temporary Construction Easements and Permanent Utility Easements) THIS EASEMENT AGREEMENT (Temporary Construction Easements and Permanent Utility Easements) (this “Agreement”) is entered into as of the __ day of __________, 2025 (the “Effective Date”), and is by and between the City of Prior Lake, a municipal corporation organized and existing under the laws of the State of Minnesota (“Grantor” or the “City”), and Prior Lake B Squared Ventures, LLC, a Minnesota limited liability company, or its assigns (“Grantee”). Grantor and Grantee are also referred to in this Agreement as a “Party” and collectively, the “Parties”. RECITALS: A. Grantor owns the property located at 4646 Dakota St. SE, Prior Lake, Scott County, Minnesota, 55372 (“City Hall Property”), together with the real property located to the north of City Hall that is Gateway Park land (the “Park”) and the public-right-of way surrounding the Grantee’s Property (City Hall Property, the Park and surrounding public right-of-way are collectively referred to as, the “Grantor Property”) that is legally described in Exhibit A and depicted in Exhibit B-1 attached hereto and made a part hereof, with the red hatched areas depicted on Exhibit B-1 identifying the “Grantor Property”. B. Grantee owns, or controls through purchase agreement, the real property located at 4662 and 4664 Dakota St. SE, Prior Lake, Minnesota, which is legally described on Exhibit B and depicted in Exhibit B-1, the green hatched areas identifying the “Grantee Property” attached hereto and made a part hereof (the “Grantee Property”), and Grantee is in the process of developing a multi-family housing and commercial restaurant project (the “Project”) on the Grantee Property. C. In order to permit excavation and shoring in connection with the construction of the Project on the Grantee Property, Grantee intends to install and/or place tieback anchors below the surface of the Grantor Property by boring cavities in and through such portions of the Grantor Property from a commencement point on the Grantee Property and placing in such cavities steel, concrete, and/or other tiebacks as support for shoring and excavation located on the Grantee Property and making such other installations as ordinarily associated with tieback construction (collectively, the “Tieback Anchors”). D. Further, in connection with the construction of the Project on the Grantee Property, Grantee intends to perform layback excavation, utility relocations, construction staging, and crane swinging on/over the Grantor Property to support the development of the Project, and the staging for the Project on a portion of the Grantor Project, all on the terms and conditions set forth in this Agreement. E. The Parties desire to set forth in this Agreement the easements and agreements with respect to the development of the Project. AGREEMENT NOW, THEREFORE, in consideration of the Recitals set forth above that are fully incorporated into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee agree as follows: 1. Grant of Temporary Air Rights/Crane Easement. Grantor hereby grants to Grantee and its employees, agents, representatives, contractors, subcontractors, and invitees (collectively, the “Permitted Users”), during the construction of the Project, a temporary, non-exclusive, construction easement over the Grantor Property as follows: (aa) an easement over that area of the Grantor Property identified on Exhibit B-1 for “Potain Crane Access and Removal Only” as necessary to move the Crane over and across that access area as necessary to locate the Crane in the areas as shown on Exhibit B-1 for construction of the Project; (bb) an easement to swing the boom of the crane over the Grantor Property as necessary to complete the development of the Project (the “Crane Easement”) in the area as identified on Exhibit C; and (cc) an easement to locate the crane itself in those areas set forth and identified as the “Potain Crane” locations” on Exhibit B-1, identified in grey box locations on Exhibit B-1 (said identified areas are collectively, the “Crane Easement Areas”). The rights included in the Crane Easement are limited solely to the right to access the Grantor Property as identified in Exhibit B-1 to located the crane, the right of the crane to sit and be located in the areas identified in Exhibit B-1, and the encroachment of the boom of the crane over the Grantor Property within the Crane Easement Area, which right does not include the right to carry any live loads over and across the Grantor Property. The boom of the crane shall be maintained at a sufficient height so that it does not interfere with any building or improvements now or hereinafter located on the Grantor Property or materially interfere with the use of the Grantor Property. The Crane Easement granted herein shall terminate on the completion of the Project without the necessity of any further action of the Parties. Grantee shall cause Ironmark Building Company, LLC d/b/a Ironmark (the “Contractor”), its general contractor for the Project, to enter into a temporary crane encroachment license agreement with the Grantor in the form attached to this Agreement as Exhibit C-1 (the “Temporary Crane Easement License Agreement”), attached hereto and fully incorporated into this Agreement by reference. 2. Grant of Tieback Anchors Easement. Grantor hereby grants Grantee and its Permitted Users access to the Grantor’s Property as necessary for Grantee and its Permitted Users to install approximately 184 tiebacks along the Grantor Property into the soils adjacent to the Grantee Property during construction of the Project and, upon completion of the construction, if required by the type of tieback anchor used, Grantee shall cause the Contractor to de-stress, by cutting through all Tieback Anchors installed by Grantee or its Permitted Users located in the Grantor Property the tiebacks will be de-tensioned and left in place. The location and depiction of the tiebacks (the “Tiebacks”) is as set forth and depicted in the attached Exhibit D attached to this Agreement and incorporated herein by reference (the “Tieback Easement Area”). Subject to the conditions set forth below, Grantee hereby grants a perpetual easement in favor of the Grantee for the Tiebacks to remain in the Tieback Easement Area depicted in the attached Exhibit D (the “Tieback Easement”) until such time in the future when Grantor may elect to remove the Tiebacks from the Property. Upon such removal of the Tiebacks by the Grantee, this Tieback Easement shall automatically terminate and be of no further force or effect and the Grantee, upon written request, agrees to execute a termination of agreement acknowledging termination of the Tieback Easement granted by this paragraph 2. Further, in consideration of Grantor granting the Tieback Easement to the Grantee, Grantee agrees as follows: (a) Precondition Survey. The City grants Grantee and its Permittees the right, license and easement to enter upon the City Hall Property to conduct a pre-construction survey of the condition of the improvements to the City Hall Property and to install, monitor, adjust and remove vibration monitoring devices and equipment (the “Precondition Survey and Monitoring Easement”). Grantee shall have the right to obtain baseline readings from such vibration monitors prior to the commencement of construction of the Project and to thereafter periodically read such vibration monitors during the excavation of the Grantee Property and the construction of the Project. Upon the completion of the construction of the Project, Grantee or its Permittees will remove any vibration monitors and repair any damage or blemishes to the improvements to the City Hall Property caused by the installation and removal of such monitors. The Precondition Survey and Monitoring Easement shall automatically expire upon completion of the construction of the Project and the removal of any vibration monitors without further action of the Parties. (b) On or before the Effective Date, Grantee shall provide Grantor with a letter from Grantee’s engineer, certified to the City confirming that the excavation for and construction of the Project will not disturb the natural soil pressure on the City Hall Property; and (c) Upon the expiration of the Term (as defined in Section 6 below), Grantee shall (i) deliver to Grantor plans showing the location of all de-stressed tieback anchors within the Grantor Property installed by Grantee and its Permitted Users, and (iii) to provide a copy of the final location of the Tiebacks as installed for each Party’s construction records. Grantor acknowledges and agrees that Grantee shall not be required to remove any of the Tieback Anchors or other subsurface installations associated therewith constructed in and through the Grantor Property. 3. Use of Tieback Anchor Easement. Grantee and its Permitted Users agree to perform the installation of the Tieback Anchors in a manner that will minimize disruption to Grantor. Grantee and its Permitted Users will install the Tieback Anchors in such a way as to assure the stability and s afety of the Tieback Anchors and the improvements and trees on the Grantor Property. 4. Grant of Access and Temporary Easements for Construction Purposes; Grant of Permanent Utility Easements. (a) Grantor grants to Grantee and its Permitted Users the following temporary non- exclusive construction easements: (i) A temporary non-exclusive construction easement over that red cross-hatched portion of the Grantor Property depicted on the attached Exhibit B-1 (the “Layback Construction Easement Area”) to allow Grantee to complete the following construction and work within the Layback Construction Easement Area, at the sole cost and expense of Grantee: the layback area at the North end of the Grantee Property that will extend 15 feet outside of the Grantee Property line boundaries into the Grantor Property to the blue Open Cut line depicted on Exhibit B-1 is due to the excavation of the Underground Detention Basin 1 with 2 rows of 72” Perforated CMP and corresponding Jellyfish filter structure as shown on sheet C4.0 set forth as Exhibit B-2. Due to the depth of both of these structures a 1 ½:1 slope is needed from the bottom of the structures for safe excavation. The extent of the layback area to then be restored is as shown on sheet L1.0.of Exhibit B-2, in accordance with the final specifications and plans for the Project approved by the City (the “Approved Construction Plans”). (ii) A temporary non-exclusive construction easement over the Grantor Property in the areas in which utilities serving the Grantee Property are depicted on the attached Exhibit B-3 (the “Utility Construction Easement Area”) to allow Grantee and its Permitted Users to complete the following construction work within the Construction Easement Area, at the sole cost and expense of Grantee: the electrical equipment at the South End of the Park is called out to be set in the same location with new pedestals with grading revisions. The existing 6” drainage / Storm line to be retoured with a 12” SDR 35 line and 2 qty catch basin manholes at the Park tying into existing manhole with RIM elevations 952.87. The existing home services currently on the Grantee Property will be removed in accordance with the final specifications and plans for the Project approved by the City and shown in the Approved Construction Plans. (iii) A temporary easement over the areas outlined in blue and highlighted in either green or red located on the Grantor Property (the “Staging Area”) depicted on the attached Exhibit B-4 (the “Staging Area Easement”) to allow Grantee and its Permitted Users to use the Staging Area for staging of the construction of the Project. Grantee acknowledges and agrees that the Staging Area shall be fenced off to protect the public from access to this Staging Area, and Grantee’s Permitted Users shall ensure that access to the Park shall remain open by ensuring that the areas outside of the Staging Area set forth in Exhibit B-4 remain open for use by the public to access the Park. (b) Grantor grants to Grantee and its Permitted Users the following permanent non- exclusive utility easements: (i) A permanent utility easement for stormwater utility and related facility purposes (the “Stormwater Utility Easement”) over, under and through that area of the Grantor Property shaded in orange and depicted on the attached Exhibit B-3 (the “Permanent Stormwater Utility Easement Area”). Any facilities to be installed within the Permanent Stormwater Utility Easement Area shall be installed in accordance with the final specifications and plans for the Project approved by the City and shown in the Approved Construction Plans. (ii) A permanent utility easement for electrical transformer utility and related facility purposes (the “Transformer Utility Easement”) over, under and through that area of the Grantor Property shaded in blue and depicted on the attached Exhibit B-3 (the “Permanent Transformer Utility Easement Area”). Any facilities to be installed within the Permanent Transformer Utility Easement Area shall be installed in accordance with the final specifications and plans for the Project approved by the City and shown in the Approved Construction Plans. The Crane Easement Area, Tieback Easement Area, Layback Construction Easement Area, the Utility Construction Easement Area, the Staging Area Easement, the Permanent Stormwater Utility Easement Area and the Permanent Transformer Utility Easement Area are collectively referred to in this Agreement as the “Easement Areas.” The Stormwater Utility Easement and the Transformer Utility Easement are collectively referred to in this Agreement as the “Permanent Easements.” 5. No Interference: Compliance with laws. Grantor agrees that during the Term, Grantor shall not perform or permit to be performed any work or activity at the Grantor Property that would reasonably be expected to endanger or interfere with the Tieback Anchors. Grantee hereby warrants, represents and agrees that the installation, maintenance, and destressing of the Tieback Anchors will comply with all applicable ordinances, laws, rules, regulations, and industry standards, and that Grantee and any Permitted Users involved in installing, maintaining, and destressing the Tieback Anchors shall, during all such activities, hold all permits and licenses required to legally conduct such activities. 6. Term. The temporary easements granted by the terms of this Agreement shall expire the earlier of the date that a permanent Certificate of Occupancy is issued by the City for the Project, or November 1, 2027 (the “Term”). The term of the Tieback Easement shall remain in effect until terminated in accordance with Section 2 above. The term of the Permanent Easements shall be perpetual. 7. Insurance. During the Term of the temporary easements, insurance shall be procured and maintained as follows: (a) Grantee shall, at its sole cost and expense, procure and maintain unceasingly in force and effect, during the Term, a policy or policies of commercial general liability insurance, insuring Grantor, as an additional insured, from all claims, demands or actions arising out of the use of the Easement Areas for the purposes allowed hereunder and all areas appurtenant thereto. Such insurance shall be in the amount of not less than Two Million Dollars ($2,000,000) in the aggregate and One Million Dollars ($1,000,000) per occurrence coverage on an occurrence basis (Bodily Injury, Property Damage, Personal and Advertising Injury, and liability assumed under an insured contract). In addition to the above, Grantee’s Contractor and its subcontractors completing work in the Easement Area or accessing and utilizing the Easement Areas shall procure and maintain unceasingly in force and effect, during the Term, a policy or policies of commercial general liability insurance, insuring Grantor, as an additional insured, from all claims, demands or actions arising out of the use of the Easement Areas, for the purposes allowed hereunder and all areas appurtenant thereto. Such insurance shall be in the amount of not less than Two Million Dollars ($2,000,000) in the aggregate and One Million Dollars ($1,000,000) per occurrence coverage on an occurrence basis (Bodily Injury, Property Damage, Personal and Advertising Injury, and liability assumed under an insured contract). (b) Grantee and Contractor shall deliver to Grantor, prior to the commencement of any use of the Crane Swing License Area, copies of the certificates evidencing the existence and amounts of such insurance required by the Temporary Crane Easement License Agreement in form reasonably satisfactory to Grantor. In addition, Grantee shall deliver Grantor, prior commencement of work by any subcontractor in the Easement Areas, copies of the certificates evidencing the existence and amounts of the insurance required to be carried by contractor and its subcontractors in Section 7 (a). No policy shall be cancelable or subject to reduction of coverage without thirty (30) days’ prior written notice to Grantor and Grantee. Such policies shall name Grantor as an additional insured on a primary and noncontributing basis and shall include a waiver of subrogation of claims in favor of Grantor. 8. Indemnification. Grantee shall indemnify and hold Grantor, its agents, employees and contractors, harmless from and against any liabilities, damages, claims, causes or action, charges, costs or other expenses, including without limitation, reasonable attorney’s fees, paid or incurred or asserted against Grantor arising or relating to (i) a breach by Grantee, its agents employees or contractors, of any promise or obligation or Grantee contained herein, or (ii) any negligence or other wrongful act Grantee, its agents, employees or contractors, in connection with or arising out of the use of the easements granted herein by Grantee, its agents, employees or contactors, or by exercising of Grantee’s rights hereunder. 9. Continued Cooperation. Grantor and Grantee shall reasonably cooperate with each other with respect to any additional issues which may arise regarding the construction and development of the Project. 10. General Provisions. (a) This Agreement sets forth the entire agreement of the parties as to the subject matter hereof and supersedes all prior discussions and understanding between them. This Agreement may not be amended or rescinded in any manner except by an instrument in writing signed by a duly authorized officer or representative of each party hereto. The Exhibits set forth and listed below are fully incorporated into the terms of this Agreement: Exhibits Exhibit A- Grantor Legal Description Exhibit B- Grantee Legal Description Exhibit B-1 Depiction of the Grantor and Grantee Property (and demarking the “City Hall Property” the “Park “and “Public Right-of-Way” comprising the Grantor Property (red hatched areas identifying the “Grantor Property” and the green hatched areas identifying the “Grantee Property) Exhibit B-2 Layout Construction Easement Area Exhibit B-3 Utility Construction Easement Area Exhibit B-4 Staging Areas Exhibit C Crane Swing Easement Area Exhibit C-1 Form of Temporary Encroachment License Agreement Exhibit D Location of Tiebacks and Tieback Easement Area (b) Each Party hereto represents and warrants to the other that the execution of this Agreement on behalf of said Party that it has been fully authorized to execute and deliver this document and that no further action is required on behalf of such Party to bi nd it to the terms and provisions herein contained. (c) Should any of the provision of this Agreement be found to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder of this Agreement shall nonetheless remain in full force and effect unless striking such provision shall materially alter the intention of the parties. (d) No waiver of any right under this Agreement shall be effective unless contained in a writing signed by a duly authorized officer or representative of the party sought to be charged with the waiver and no waiver of any right arising from any breach or failure to perform shall be deemed to be a waiver of any future right or of any other right arising under this Agreement. (e) In the event of a dispute arising out of the interpretation or enforcement of the Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs. For the purposes of this Agreement, “prevailing party” shall mean the party which obtains the principal relief it has sought, whether by compromise, settlement, judgment or otherwise. In addition, the non - prevailing party shall be responsible for payment of any and all actual third party costs and/or expenses (including, without limitation, reasonable attorney’s fees and expert fees) incurred by the prevailing party in the enforcement of any of its rights and/or remedies under this Agreement, at law or in equity. (f) This Agreement may be executed in multiple counterparts, each of which shall constitute an original hereof, and all of which taken together shall constitute one and the same agreement. (g) This Agreement shall inure to the benefit of, and be binding upon, Grantor, Grantee and their respective successors and assigns. (h) EACH OF GRANTOR AND GRANTEE HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT. This Agreement shall be enforced in any United States District Court for the District of Minnesota or state court of the State of Minnesota sitting in Scott County, and the parties consent to the jurisdiction and venue of any such courts and waive any argument that venue in such forums is not proper or convenient. (i) This Agreement shall be governed by the internal laws of the State of Minnesota, without references to conflicts of laws principles. (j) All notices, requests, demands, elections, offers, acceptances and other communications required or desired to be delivered hereunder shall be in writing and shall be deemed given, effective and received (whether refused or received) on the date (the “Effective Date of Notice”) which is (a) the date of personal delivery; (b) t hree (3) business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested; (c) one (1) business day after deposit with a national overnight air courier, fees prepaid; or (d) the date of transmission via facsimile machine confirmed by the sender’s machine facsimile transmission, or electronic mail sent to the intended addressee at the address set forth below, provided that a copy of the facsimile or electronic mail also is sent to the intended addressee by one of the means described in clauses (a) or (c) above; provided however, that if the notice is sent via electronic mail and the addressee responds via electronic mail, such response shall be deemed to constitute receipt by the addressee, in which case it shall not be necessary to send an original of the electronic mail communication as provided above. All of the communications describe in this Paragraph shall be addressed to the appropriate party at its address listed below If to Grantee: Prior Lake B Squared Ventures, LLC Attention: 300 Prairie Center Drive, Suite 245, Eden Prairie, MN 55344, Email: With a copy to: If to Grantor: City of Prior Lake, Minnesota Attention: City Manager 4646 Dakota Street SE Prior Lake, MN 55372-1176 with a copy to: Campbell Knutson Attention: David Kendall Grand Oak Office Center I860 Blue Gentian Road, Suite 290Eagan, MN 55121Each of the above- listed addressees and notice parties may change its, his or her address and number for notice purposes under this paragraph by delivering to the other addressees a written notice of change of address and number in a manner specified in this paragraph for delivery of notices; provided however, no such change of address or number shall be effective against another addressee until written notice of such change is actually received by such addressee. Attorneys for either party may give notices and other communications as provided herein for the party such attorney represents. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK IN WITNESS WHEREOF, the parties have executed this Easement Agreement (Temporary Construction Easements and Permanent Utility Easements) as of the date first above written: GRANTEE: CITY OF PRIOR LAKE, MINNESOTA By __________________________________________ Its Mayor By __________________________________________ Its City Manager STATE OF MINNESOTA ) )ss. COUNTY OF SCOTT ) I, a Notary Public in and for the state and county of aforesaid, hereby certify there appeared before me this _____ day of ___________, 202_____, Kirt Briggs, the Mayor of the City of Prior Lake, who executed the foregoing instrument in said capacity, on behalf of the City. Notary Public I, a Notary Public in and for the state and county of aforesaid, hereby certify there appeared before me this _____ day of ___________, 202_____, Jason Wedel, the City Manager of the City of Prior Lake, who executed the foregoing instrument in said capacity, on behalf of the City. Notary Public [Signature Page to Easement Agreement (Temporary Construction Easements and Permanent Utility Easements)] GRANTEE: PRIOR LAKE B SQUARED VENTURES, LLC By __________________________________________ Its _______________________________________ STATE OF MINNESOTA ) )ss. COUNTY OF HENNEPIN ) I, a Notary Public in and for the state and county of aforesaid, hereby certify there appeared before me this _____ day of ________________, 202__, by ________________, the ______ of Prior Lake B Squared Ventures, LLC, a Minnesota limited liability company, who executed the foregoing instrument in said capacity, on behalf of the limited liability company. Notary Public EXHIBIT A Legal Description of Grantor Property PID No. 255650010 Legal Description: Lot 1 and all that part of Lot 2 lying West of the West 5 feet as measured at a right angle, all in Block 1, CITY HALL PLAZA, according to the recorded plat thereof, Scott County, Minnesota [ add legal for the Park if separate legal] + public right-of ways surrounding the Grantee Property EXHIBIT B Legal Description of Grantee Property PID Nos. 255650020 and 255650030 Legal 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. EXHIBIT B-1 Depiction of the Grantor and Grantee Property (and demarking the “City Hall Property” the “Park “and “Public Right-of-Way” comprising the Grantor Property EXHIBIT B-2 Layout Construction Easement Area- Depiction of Location EXHIBIT B-3 Utility Construction Easement Area EXHIBIT B-4 Staging Area and the “Park Access” location EXHIBIT C Crane Swing Easement Area EXHIBT C-1 Form of Temporary Encroachment License Agreement TEMPORARY CRANE ENCROACHMENT LICENSE AGREEMENT THIS AGREEMENT (“Agreement”) is made this ___ day of __________, 202___, by and between Ironmark Building Company, LLC, a Minnesota limited liability company (“Contractor”), and the City of Prior Lake, a municipal corporation organized and existing under the laws of the State of Minnesota (“City”). RECITALS: A. Contractor has been hired by the owner of certain property located at 4662 and 4664 Dakota St. SE, Prior Lake, Minnesota, as depicted on Exhibit A attached hereto (the “Subject Parcel”), to construct thereon a mixed use project with parking, residential apartments and commercial restaurant. B. City is the fee owner of certain real property located at4646 Dakota St. SE, Prior Lake. Scott County, Minnesota, 55372, as depicted on Exhibit B attached hereto (the “City Parcel”), located adjacent to the Subject Parcel. C. Contractor requires the use of a crane to redevelop and construct the building improvements on the Subject Parcel. D. The crane will be located on the Subject Parcel, but due to the small size of the Subject Parcel, the boom of the crane may from time to time swing across and remain stationary above City’s Parcel during construction (“Crane Encroachment”). E. City and Contractor agree to permit such Crane Encroachment pursuant to the terms of this Agreement, as hereinafter set forth. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions set forth below, the parties hereto agree as follows: 1. During construction of the mixed use building improvements on the Subject Parcel, City hereby grants Contractor a temporary license (“Crane Swing License”) through and across the air space located at least 30 feet above the height of the improvements located on the City Parcel and at all times sufficient in height so that it does not interfere with any building improvements on City’s Parcel (“Crane Swing License Area”) for the purpose of permitting owner of the Subject Parcel and Contractor and their respective agents, employees and contractors to operate a tower crane, booms and equipment within the Crane Swing License Area, as may be reasonably necessary to complete the construction of improvements on the Subject Parcel. The operation of Contractor’s crane in the Crane Swing License Area shall be performed in a safe and workmanlike manner, using crane operators and other personnel trained in accordance with all applicable ordinances, laws, rules and regulations and utilizing all usual and customary construction standards and practices deemed by the construction industry at the time in question to be “best standards and practices” in the use and operation of cranes of the specific type used for the project. Contractor hereby warrants, represent and agree that Contractor’s crane and the operations thereof will comply with all applicable ordinances, laws, rules and regulations and that Contractor and any subcontractor and individual operating the crane shall, during the construction and operation of the crane, hold all permits and licenses required to legally construct and operate the crane. The Crane Encroachment permitted hereby is limited solely to the encroachment of the boom over the City Parcel within the Crane Swing License area and does not include the right to carry any loads over or across the City Parcel. The temporary license granted hereby shall automatically terminate upon the earlier of (i) completion of the construction activities on the Subject Parcel which require the use of the crane, or (ii)____________, 202____. 2. Contractor agrees to defend, indemnify and hold harmless City from and against any and all claims, liabilities and demands of any nature whatsoever arising from injury or death to persons and/or damage to property on the City Parcel arising or resulting from the Crane Encroachment, except for claims, liabilities and demands to the extent arising from the negligence or misconduct of City. 3. Prior to commencement of use of the Crane over the City’s Parcel, Contractor shall deliver to City at its address set forth in this paragraph 3, a certificate of insurance evidencing general liability insurance coverage in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and $2,000,000 general aggregate and naming City and the following parties (that have equitable interests in the City’s Parcel) as an additional insureds thereunder: the City and Prior Lake B Squared Ventures, LLC, a Minnesota limited liability company. 4. City represents that it is the fee owner of the City Parcel and is authorized to enter into this Agreement. 5. This Agreement represents the entire agreement of the parties and may not be amended except by written agreement of both of the parties. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 6. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all such counterparts together shall constitute one and the same instrument. A facsimile signature shall be deemed an original signature. [Signature page to Temporary Crane Encroachment License Agreement-Prior Lake, MN] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CONTRACTOR: IRONMARK BUILDING COMPANY, LLC By:_______________________ Its:________________________ THE CITY: CITY OF PRIOR LAKE, MINNESOTA By __________________________________________ Its Mayor By __________________________________________ Its City Manager EXHIBIT A Subject Parcel: 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. EXHIBIT B (Legal Description of City’s Parcel) Lot 1 and all that part of Lot 2 lying West of the West 5 feet as measured at a right angle, all in Block 1, CITY HALL PLAZA, according to the recorded plat thereof, Scott County, Minnesota EXHIBIT D Location of Tiebacks and Tieback Easement Area