HomeMy WebLinkAbout20240116 Packet
AGENDA
Port Authority Regular Meeting
Tuesday, January 16, 2024
6:00 PM
Council Chambers, City Hall
1. CALL TO ORDER/PLEDGE OF ALLEGIANCE
2. ADDITIONS OR CORRECTIONS TO AGENDA
3. CONSENT AGENDA
a. Minutes of November 21, 2023 Regular Meeting
4. CHAIRPERSON’S REPORT
5. REPORTS FROM PORT AUTHORITY COMMISSIONERS
6. NEW BUSINESS
a. Willy McCoy's of Shakopee, LLC Spending Plan TIF Agreement
b. 2024 Expo Updates
c. 2024 Community Development Block Grant (CDBG) Allocation
7. OLD BUSINESS
a. Project Updates
8. DISCUSSION
9. ADJOURNMENT
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ROSEMOUNT PORT AUTHORITY
REGULAR MEETING PROCEEDINGS
NOVEMBER 21, 2023
CALL TO ORDER/PLEDGE OF ALLEGIANCE
Pursuant to due call and notice thereof, a regular meeting of the Rosemount Port Authority
was held on Tuesday, November 21, 2023, at 6:00 PM. in Rosemount Council Chambers, 2875
145th Street West.
Chairperson Essler called the meeting to order with commissioners Weisensel, Beaudette,
Ober, Freske, Theisen and Klimpel.
ADDITIONS OR CORRECTIONS TO AGENDA
Motion by Ober Second by Theisen
Motion to approve the agenda
Ayes: 7.
Nays: None. Motion carried.
CONSENT AGENDA
Motion by Essler Second by Klimpel
Motion to approve the consent agenda
Ayes: 7.
Nays: None. Motion Carried.
a. Minutes of October 17, 2023 Regular Meeting
CHAIRPERSON’S REPORT
None
REPORTS FROM PORT AUTHORITY COMMISSIONERS
Commissioner Beaudette shared HealthPro business cards with staff as the Chiropractic Center
is looking to expand and no longer lease.
Commissioner Theisen shared the recent ribbon cuttings that have taken place.
NEW BUSINESS
a. Dakota County CDA Update
Tony Schertler, Executive Director of Dakota County Community Development Agency
(CDA), presented an overview of CDA as done in the past. The CDA is a local
government agency whose mission is to improve the lives of Dakota County residents
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and enhance the economic vitality of communities through housing and community
development. Mr. Schertler further elaborated on two forthcoming programs/
initiatives; sales tax increases to fund local housing programs and revamping the
County's Economic Development Strategy.
The CDA administers over 30 different programs that serve the communities and
residents of Dakota County and manages over 2,900 units of affordable rental housing
for working families and seniors. Mr. Schertler discussed local affordable housing aid
overview, the calculation overview, and the housing opportunity enhancement
program. The CDA will meet with Dakota County Managers and Mayors at upcoming
meetings to further strategize the revamping of the development strategy as part of
the next steps.
b. Greater MSP U.S. Tech Hub for Medical Technology Designation
Community Development Director Kienberger briefly discussed the attached materials
and will further elaborate on the information at the next Port Authority meeting.
OLD BUSINESS
a. Project Updates
Commissioner Freske questioned with all the activity near Lifetime, what is the
expected timeframe for when new development will be announced? Community
Development Director Kienberger stated the soonest business announcement will
likely be next month and noted there will be a lot of building in 2024. Staff proposed to
push the development map on the City page which includes the latest approved
developments.
Commissioner Ober questioned the park in the center of Amber Fields and the details
of other parks within the area.
ADJOURNMENT
There being no further business to come before the Port Authority at the Port Authority
meeting and upon a motion by Essler and a second by Theisen the meeting was adjourned at
6:56 p.m.
Respectfully submitted,
Erin Fasbender
City Clerk
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EXECUTIVE SUMMARY
Port Authority Regular Meeting: January 16, 2024
AGENDA ITEM: Willy McCoy's of Shakopee, LLC Spending Plan TIF
Agreement
AGENDA SECTION:
NEW BUSINESS
PREPARED BY: Eric Van Oss, Economic Development Coordinator AGENDA NO. 6.a.
ATTACHMENTS: Contract APPROVED BY: LJM
RECOMMENDED ACTION: Motion to approve the TIF Spending Plan for Willy McCoy's of Shakopee, LLC
subject to minor revisions as approved by staff and the city attorney.
BACKGROUND
On October 17th, 2023 the Rosemount Port Authority held a public hearing and approved a business
subsidy for Willy McCoy's of Shakopee, LLC. The developer requested $500,000 in excess, unobligated
tax increment to pay for site improvement costs associated with a 7,500 square foot restaurant with a
rooftop patio and banquet area. As part of the approval, staff was directed to move forward with a
Business Subsidy Agreement with the developer.
The attached agreement outlines the terms and conditions required for payment of the business
subsidy. The subsidy is tied to obtaining all required City approvals, and the developer has indicated
they will submit plans for the entitlement process in the upcoming months. The project will need to be
fully completed by December 31, 2025 in order to receive the business subsidy.
RECOMMENDATION
Staff recommends the Port Authority approve the Spending Plan TIF Agreement for Willy McCoy's of
Shakopee, LLC subject to minor revisions as approved by staff and the city attorney.
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RS230-66-911643.v5
Execution Copy
CONTRACT
FOR
PRIVATE DEVELOPMENT
BY AND BETWEEN
ROSEMOUNT PORT AUTHORITY
AND
WILLY MCCOY’S OF SHAKOPEE, LLC
This document was drafted by:
KENNEDY & GRAVEN, Chartered (RHB)
150 South Fifth Street
Suite 700
Minneapolis, MN 55402
(612) 337-9300
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TABLE OF CONTENTS
Page
PARTIES AND RECITALS ...........................................................................................................1
ARTICLE I
Definitions
Section 1.1 Definitions................................................................................................................2
Section 1.2 Exhibits....................................................................................................................4
Section 1.3 Rules of Interpretation.............................................................................................4
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the Port .....................................................................................4
Section 2.2. Representations and Warranties by the Developer..................................................5
ARTICLE III
Acquisition of Property
Section 3.1. Acquisition of the Property......................................................................................6
ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Minimum Improvements ...............................................................6
Section 4.2. Preliminary and Construction Plans.........................................................................6
Section 4.3. Commencement and Completion of Construction...................................................7
Section 4.4. Certificate of Substantial Completion .....................................................................7
Section 4.5. Restrictions on Use; Land Use Approvals...............................................................8
Section 4.6. City Approvals.........................................................................................................8
ARTICLE V
Financial Assistance
Section 5.1. Total Development Costs.........................................................................................8
Section 5.2. Qualifying Costs......................................................................................................8
Section 5.3. Conditions Precedent to Financial Assistance.........................................................8
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ARTICLE VI
Insurance
Section 6.1. Required Insurance..................................................................................................9
Section 6.2. Evidence of Insurance..............................................................................................9
ARTICLE VII
Business Subsidy Act Requirements
Section 7.1. Compliance with Business Subsidy Provisions.....................................................10
Section 7.2. Job and Wage Goals; Qualified Facility................................................................11
Section 7.3. Remedies................................................................................................................11
Section 7.4. Reports...................................................................................................................12
Section 7.5. Release from Wage and Job Requirements ...........................................................12
ARTICLE VIII
Use of Spending Plan TIF; Collection of Taxes
Section 8.1. Use of Spending Plan TIF......................................................................................12
Section 8.2. Right to Collect Delinquent Taxes.........................................................................12
Section 8.3. Payment of Fees.....................................................................................................13
ARTICLE IX
Restrictions on Sale or Encumbrance of Minimum Improvements; Assignment
Section 9.1. Sale of Minimum Improvements...........................................................................13
Section 9.2. Limitation Upon Encumbrance of Property...........................................................13
ARTICLE X
Events of Default
Section 10.1. Events of Default Defined .....................................................................................14
Section 10.2. Remedies on Default..............................................................................................14
Section 10.3. No Remedy Exclusive............................................................................................15
Section 10.4. No Additional Waiver Implied by One Waiver.....................................................15
ARTICLE XI
Additional Provisions
Section 11.1. Conflict of Interests; Representatives Not Individually Liable .............................15
Section 11.2. Release and Indemnification Covenants................................................................16
Section 11.3. Titles of Articles and Sections...............................................................................16
Section 11.4. Notices and Demands ............................................................................................16
Section 11.5. Counterparts...........................................................................................................17
Section 11.6. Recording...............................................................................................................17
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Section 11.7. Attorney Fees.........................................................................................................17
Section 11.8. Governing Law; Venue..........................................................................................17
Section 11.9. Disclaimer of Relationship ....................................................................................17
Section 11.10. Entire Agreement...................................................................................................17
Section 11.11 Release...................................................................................................................18
ACKNOWLEDGMENT
SIGNATURES
EXHIBIT A Legal Description of the Property
EXHIBIT B List of Preliminary Plans
EXHIBIT C Form of Certificate of Substantial Completion
EXHIBIT D Form of Notice and Assignment
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CONTRACT FOR PRIVATE DEVELOPMENT
THIS CONTRACT FOR PRIVATE DEVELOPMENT (the “Agreement”) is made as of the
_______ day of __________, 2023, by and between the Rosemount Port Authority, a body politic
and corporate under the laws of Minnesota, having its principal office at 2875 145th Street W.,
Rosemount, Minnesota 55068-4941 (the “Port”), and Willy McCoy’s of Shakopee, LLC, a
Delaware limited liability company, having its office at 515 165th Avenue, NW, Andover, MN
55304, or its transferee, assignee, or successor (the “Developer”).
RECITALS
WHEREAS, the Port has established and administers the Downtown Brockway Tax
Increment Financing District (the “TIF District”) in Rosemount ; and
WHEREAS Minnesota Statutes, section 469.176, subd. 4n authorizes the Port to spend
available tax increment from existing tax increment district, notwithstanding any other law to the
contrary, to provide improvements, loans, interest rate subsidies for assistance in any form to
private development consisting of construction or substantial rehabilitation of buildings and
ancillary facilities, if the following conditions exist: (1) such assistance will create jobs in the
state, including construction jobs; (2) construction commences before December 31, 2025; (3) the
construction would not have commenced before December 31, 2025 without the assistance; (4)
tax increment under the spending plan is spent by December 31, 2025; and (5) the city council
approves the authority’s spending plan after a duly noticed public hearing that specifically
authorizes the Port to take such actions; and
WHEREAS, the Port adopted a spending plan for the TIF District, which spending plan
was approved by the city council on November 1, 2022 following a public hearing; and
WHEREAS, the spending plan authorizes assistance in amounts between $25,000 and
$500,000 in connection with private development consisting of the construction or substantial
rehabilitation of commercial, industrial, residential and/or mixed use buildings and ancillary
facilities and which will result in the creation or retention of jobs in the state, including
construction jobs; and
WHEREAS, the Developer has proposed to construct on the Property (this term is defined
hereinafter) a new 7,500 sq. ft. restaurant and tavern with a rooftop patio and upstairs bar and
banquet area (hereinafter the “Project”); and
WHEREAS the Developer has stated in writing that the cost of constructing and connecting
the Project to public improvements exceeds available funding and that the Project would not be
undertaken without the assistance offered by the Port in this agreement; and
WHEREAS, the Project will create temporary construction jobs as well as permanent jobs
at the restaurant and tavern; and
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WHEREAS, to achieve the objectives of the spending plan, the Port is prepared to offer
financial assistance to the Developer to bring about development of the Project on the Property in
accordance with this Agreement; and
WHEREAS, the Port believes that the fulfillment generally of this Agreement is in the vital
and best interests of Rosemount and the health, safety, and welfare of its residents, and in accord
with the public purposes and provisions of the applicable State and local laws and requirements
under which the spending plan was adopted.
NOW, THEREFORE, in consideration of the mutual covenants and obligations of the Port
and the Developer, each party does hereby represent, covenant and agree with the other as follows:
ARTICLE I
Definitions
Section 1.1. Definitions. This Agreement, unless a different meaning clearly appears from
the context:
“Agreement” means this Contract for Private Development, as the same may be from time
to time modified, amended, or supplemented.
“Business Subsidy Act” means Minnesota Statutes, sections 116J.993 through 116J.995,
as amended.
“Certificate of Substantial Completion” means the certificate, in the general form attached
hereto as Exhibit C, which will be provided by the Port to the Developer upon completion of the
Minimum Improvements or the City’s issuance of the Certificate of Occupancy, whichever occurs
first.
“City” means the city of Rosemount, Minnesota.
“City Approvals” means, collectively, the land use approvals which have been granted or
will be required by the City prior to the Developer being authorized to construct the Minimum
Improvements.
“Construction Plans” means, collectively, the plans, drawings and specifications for the
Minimum Improvements which are consistent with the Preliminary Plans and submitted by the
Developer pursuant to Article IV of this Agreement and approved by the City as confirmed by the
issuance of a building permit or similar approval mechanism.
“County” means Dakota County, Minnesota.
“Developer” means Willy McCoy’s of Shakopee, LLC, a Minnesota limited liability
company or its transferee, assignee, or successor.
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“Event of Default” means an action listed in Article X of this Agreement.
“Financial Assistance” means the $500,000.00 in Spending Plan TIF offered to the
Developer by the Port.
“Material Change” means a change in the Construction Plans regarding the Minimum
Improvements which requires revised or additional City Approvals.
“Minimum Improvements” means the construction of a 7,500 sq. ft. restaurant and tavern
consistent with the Construction Plans on the Property. After completion of the Minimum
Improvements, the term shall mean the Property as improved by the Minimum Improvements.
“Port Authority” or “Port” means the Rosemount Port Authority, a body politic and
corporate under the laws of Minnesota.
“Preliminary Plans” means, collectively, the plans, drawings, and specifications for the
Minimum Improvements which are listed on Exhibit B attached hereto.
“Property” means the real property described in Exhibit A attached hereto.
“Qualified TIF District” means the Port’s Downtown Brockway TIF District.
“Qualifying Costs” means up to $500,000.00 in costs associated with acquisition or
preparation of the Property or construction of the Minimum Improvements..
“Spending Plan” means the Spending Plan for the Qualified TIF District which was
adopted by the Port and approved by the City on November 1, 2022 and which authorizes the use
of Spending Plan TIF for projects which will create or retain jobs in the State and which would
not otherwise have occurred prior to December 31, 2025.
“Spending Plan TIF” means tax increment which has been received and retained by the
Port from the Qualified TIF District in accordance with the TIF Act and not otherwise pledged to
other obligations of the Qualified TIF District and which, pursuant to Subd. 4n, may be used under
the Spending Plan to provide assistance for qualifying private developments.
“State” means the state of Minnesota.
“Subd. 4n” means ” means Minnesota Statutes, section 469.176, subd. 4n.
“Substantial Completion” means completion of the Minimum Improvements to a degree
allowing issuance of a certificate of occupancy by the City’s building official.
“Tax Official” means any County assessor, County auditor, County or State board of
equalization, the commissioner of revenue of the State, or any State or federal court.
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“Unavoidable Delays” means delays beyond the reasonable control of the party seeking to
be excused as a result thereof which are the direct result of a pandemic, strikes, other labor troubles,
delays and/or unavailability of any construction materials, prolonged adverse weather or acts of
God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties
which, by injunction or other similar judicial action, directly results in delays, or acts of any
federal, State or local governmental unit (other than the Port in exercising its rights under this
Agreement) which directly result in delays.
Section 1.2. Exhibits. The following exhibits are attached to and by reference made a part of
this Agreement:
Exhibit A. Legal Description of the Property
Exhibit B. List of Preliminary Plans
Exhibit C. Form of Certificate of Substantial Completion
Exhibit D. Form of Notice and Assignment
Section 1.3. Rules of Interpretation. (a) This Agreement shall be interpreted in accordance
with and governed by the laws of Minnesota.
(b) The words “herein” and “hereof” and words of similar import, without reference to
any particular section or subdivision, refer to this Agreement as a whole rather than any particular
section or subdivision hereof.
(c) References herein to any particular section or subdivision hereof are to the section or
subdivision of this Agreement as originally executed.
(d) Any titles of the several parts, articles and sections of this Agreement are inserted for
convenience and reference only and shall be disregarded in construing or interpreting any of its
provisions.
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the Port. The Port makes the following representations as
the basis for the undertaking on its part herein contained:
(a) The Port is a body politic and corporate under the laws of Minnesota and has the
power to enter into this Agreement and carry out its obligations hereunder.
(b) The individuals executing this Agreement and related documents on behalf of the
Port have the authority to do so and bind the Port by their actions.
(c) The activities of the Port authorized herein are undertaken to facilitate the
construction of a project which will create jobs in the State.
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(d) The Financial Assistance is being offered pursuant to the Spending Plan adopted
by the Port and approved by the City in accordance with Subd. 4n.
Section 2.2. Representations and Warranties by the Developer. The Developer represents
and warrants that:
(a) The Developer is a Minnesota limited liability company in good standing and has
the power to enter into this Agreement and carry out its obligations hereunder.
(b) The persons executing this Agreement and related agreements on behalf of the
Developer have the authority to bind the Developer by their actions.
(c) The Developer has received no notice or communication from any local, State, or
federal official that the activities of the Developer, the Port or the City on the Property may be or
will be in violation of any environmental law or regulation. The Developer is aware of no facts
the existence of which would cause the Developer to be in violation of or give any person a valid
claim under any local, State, or federal environmental law, regulation, or review procedure.
(d) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented, limited by, or conflicts with or results in a breach of
the terms, conditions, or provisions of any organizational document or other restriction of the
Developer or any evidence of indebtedness, agreement, or instrument of whatever nature to which
the Developer is now a party or by which it is bound, or to which it will be bound to finance
construction of the Minimum Improvements or constitutes a default under any of the foregoing.
(e) The Developer is not ineligible under the Business Subsidy Act to receive the
Financial Assistance provided for in this Agreement.
(f) The Developer will construct the Minimum Improvements in accordance with the
terms of this Agreement, the Spending Plan, all local, State and federal laws and regulations
including, but not limited to, environmental, zoning, building code, public health laws and
regulations.
(g) The Developer has analyzed the economics of the Project and has determined that
acquisition of all of the Property and construction of the Minimum Improvements described in
this Agreement would not occur without Financial Assistance being provided hereunder.
(h) The Developer will apply for and use all reasonable efforts to obtain in a timely
manner all permits, licenses and approvals required by the City or other governmental entities
and will meet requirements of all applicable City, State and other laws and regulations which
must be met before the Minimum Improvements may be lawfully constructed and used for their
intended purpose.
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(i) The Developer shall promptly advise the Port in writing of all litigation or claims
affecting any part of the Property or the Minimum Improvements and all written complaints and
charges made by any governmental authority materially affecting the Property or the Minimum
Improvements or materially affecting the Developer or its business which may delay or require
changes in construction of the Minimum Improvements.
ARTICLE III
Acquisition of Property
Section 3.1. Acquisition of the Property. The Developer has entered into a purchase
agreement regarding the Property and agrees to close on the transaction and obtain fee title and
possession of the Property by no later than July 30, 2024..
ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Minimum Improvements. The Developer agrees that it will
construct the Minimum Improvements on the Property in accordance with the Construction Plans.
The Developer recognizes that it is because the Developer has agreed to construct the Minimum
Improvements that the Port is willing to offer the Financial Assistance outlined in this Agreement.
The Developer acknowledges that, in addition to the requirements of this Agreement, construction of
the Minimum Improvements will necessitate compliance with other reviews and approvals by the
City and possibly other governmental entities and agrees to submit all applications for and pursue to
their conclusion all other approvals needed prior to constructing the Minimum Improvements.
Section 4.2. Preliminary and Construction Plans. (a) The Developer has submitted and the
Port has approved the Preliminary Plans. After execution of this Agreement, but at least thirty (30)
days prior to initiation of construction, the Developer shall submit dated Construction Plans to the
Port for approval. The Construction Plans shall provide for the construction of the Minimum
Improvements and shall be in substantial conformity with the Preliminary Plans and this Agreement.
The Port will approve the Construction Plans if they (1) conform to the Preliminary Plans; (2) conform
to all applicable federal, State and City laws, ordinances, rules and regulations; (3) are adequate to
provide for the construction of the Minimum Improvements; (4) conform to the State building code;
and (5) if there has occurred no uncured Event of Default on the part of the Developer. No approval
by the Port shall relieve the Developer of the obligation to comply with the terms of this Agreement,
the terms of any applicable federal, State and City laws, ordinances, rules and regulations in the
construction of the Minimum Improvements. The Port shall not unreasonably delay, condition or
withhold approvals necessary for Developer to comply with this Agreement. No approval by the Port
shall constitute a waiver of an Event of Default. It will be necessary for the City to issue a building
permit prior to the Developer being authorized to construct the Minimum Improvements but the
approval of the Construction Plans by the Port is for the purpose of ensuring compliance with the
terms and conditions of this Agreement and may occur prior to or after issuance of the building permit
by the City.
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(b) If the Developer desires to make a material change in the Construction Plans after
their approval by the Port, including any change to the exterior design or visible construction materials
of the Minimum Improvements or any other change which would also require review or
reauthorization of the City Approvals or under any other applicable code, ordinance or regulation, the
Developer shall submit the proposed change to the Port for its approval. If the proposed change
conforms to the requirements of this section 4.2 with respect to the original Construction Plans or is
otherwise acceptable to the Port, the Port shall approve the proposed change. Such change in the
Construction Plans shall be deemed approved by the Port unless rejected, in whole or in part, by
written notice by the Port to the Developer setting forth in detail the reasons therefor. Such rejection
shall be made within 15 business days after receipt of the written notice of such change from the
Developer.
Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable
Delays and the Port’s timely approval of the Construction Plans, and any delays in the Developer’s
receipt of the City’s approvals, the Developer shall commence construction of the Minimum
Improvements by no later than August 30, 2024. Subject to Unavoidable Delays, the Developer shall
have achieved Substantial Completion of the Minimum Improvements by no later than December 20,
2025. All work with respect to the Minimum Improvements to be constructed or provided by the
Developer on the Property shall be in conformity with the Construction Plans. Following written
report thereof from the Port, the Developer shall make such reports to the Port regarding construction
of the Minimum Improvements as the Port deems necessary or helpful in order to monitor progress
on construction of the Minimum Improvements.
Section 4.4. Certificate of Substantial Completion. (a) After Substantial Completion of the
Minimum Improvements in accordance with the Construction Plans and all terms of this Agreement,
the Port will furnish the Developer with a Certificate of Substantial Completion in the form of Exhibit
C attached hereto and which shall be issued within fifteen (15) business days of the City’s issuance
of the Certificate of Occupancy. Such certification by the Port shall be a conclusive determination of
satisfaction and termination of the agreements and covenants in this Agreement with respect to the
obligations of the Developer to construct the Minimum Improvements and the dates for the beginning
and completion thereof. The Certificate of Substantial Completion shall only be issued after issuance
of a certificate of occupancy by the City’s building official.
(b) The Certificate of Substantial Completion provided for in this section 4.4 shall be in
such form as will enable it to be recorded in the proper County office for the recordation of deeds and
other instruments pertaining to the Property. If the Port shall refuse or fail to provide such certification
in accordance with the provisions of this section 4.4, the Port shall, within fifteen (15) business days
after written request by the Developer, provide the Developer with a written statement, indicating in
specific detail in what respects the Developer has failed to complete the Minimum Improvements in
accordance with the provisions of the Agreement, or is otherwise in default of a material term of this
Agreement, and what measures or acts will be necessary, in the opinion of the Port, for the Developer
to take or perform in order to obtain such Certificate of Substantial Completion.
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Section 4.5. Restrictions on Use; Land Use Approvals. The Developer, for itself and its
successors and assigns, agrees to devote the Property and the Minimum Improvements only to such
use or uses as may be permissible under the City’s land use regulations.
Section 4.6. City Approvals. The Developer acknowledges that the City Approvals must
be granted by the City for the Developer to implement its plans to construct the Minimum
Improvements on the Property. The Developer agrees to pursue at its expense such approvals and
permits as are necessary to construct the Minimum Improvements in accordance with all land use
approvals, restrictions and other regulations of the City related to the Property and the Minimum
Improvements as indicated in the issued building permit (or similar approval mechanism) and any
approved Construction Plans.
ARTICLE V
Financial Assistance
Section 5.1. Total Development Costs. Based on the Developer’s representation that the
total development costs are approximately $7,025,000, that the sources of revenue available to pay
such costs, excluding the tax Financial Assistance contemplated herein is $6,525,000, and that the
Developer is unable to obtain additional private financing for the total estimated total development
costs, the Port has agreed to provide to the Developer the Financial Assistance, subject to the terms
and conditions as hereinafter set forth.
Section 5.2. Qualifying Costs. As of the date of this Agreement, the possibility for any
development on the Property is greatly limited. The Developer has represented that the Project
would not be economically feasible within the reasonably foreseeable future, and more
specifically, the Developer would not have commenced construction of the Minimum
Improvements before December 31, 2025 if the Developer were required to pay all of the total
development costs without assistance. Consequently, subject to the terms and conditions of this
Agreement, to assist the Developer in making the development of the Project feasible, the Port
agrees to apply Spending Plan TIF in the amount of Financial Assistance to Developer. Other than
the Financial Assistance the Port neither pledges nor provides any other financial assistance to the
Developer for the costs of the construction of the Minimum Improvements.
Section 5.3. Conditions Precedent to Financial Assistance. Notwithstanding anything in
this Agreement to the contrary, the Port shall not be obligated to pay the Financial Assistance to
Developer until all of the following conditions precedent have been satisfied:
(a) The Developer has acquired the Property as of August 30, 2024;
(b) The Developer and the Port have executed this Agreement and it has been recorded
in the County land records;
(c) The Developer has demonstrated to the Port that it has incurred Qualified Costs in
at least the amount of $500,000;
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(d) The Certificate of Substantial Completion has been issued;
(e) The Developer remains eligible for receiving a business subsidy under the Business
Subsidy Act; and
(f) There has been no Event of Default on the part of the Developer which has not been
cured.
When the above conditions have been satisfied, the Port will disperse the Financial Assistance to
the Developer. The Developer understands and agrees that all Spending Plan TIF must be spent
by December 31, 2025. To the extent the Spending Plan TIF is not spent by December 31, 2025,
the Port shall have no further obligation to make any additional payments under this Agreement.
ARTICLE VI
Insurance
Section 6.1. Required Insurance. The Developer agrees to provide and maintain insurance
as follows and at all times during the process of constructing the Minimum Improvements and,
from time to time at the request of the Port, furnish the Port with proof of a certificate of insurance
for:
(a) Builder’s risk insurance, written on the so-called “Builder’s Risk -- Completed
Value Basis,” in an amount equal to one hundred percent (100%) of the insurable value of the
Minimum Improvements at the date of completion, and with coverage available in non-reporting
form on the so-called “all risk” form of policy;
(b) Comprehensive general liability insurance (including operations, contingent
liability, operations of subcontractors, completed operations and contractual liability insurance)
together with an Owner’s Contractor’s Policy with limits against bodily injury and property
damage of not less than $1,000,000 for each occurrence (to accomplish the above required limits,
an umbrella excess liability policy may be used); and
(c) Workers’ compensation insurance, with statutory coverage.
The policies of insurance required pursuant to clauses (i) and (ii) above shall be in form and content
reasonably satisfactory to the Port and shall be placed with financially sound and reputable insurers
licensed to transact business in Minnesota. The policy of insurance delivered pursuant to clause
(i) above shall contain an agreement of the insurer to give not less than 30 days’ advance written
notice to the Port in the event of cancellation of such policy or change affecting the coverage
thereunder.
Section 6.2. Evidence of Insurance. All insurance required in this Article VI shall be taken
out and maintained in responsible insurance companies selected by the Developer which are
authorized under the laws of Minnesota to assume the risks covered thereby. Upon written request
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by the Port, the Developer agrees to deposit with the Port a certificate of insurance evidencing all
such insurance of the respective insurers stating that such insurance is in force and effect. Unless
otherwise provided in this Article VI, each policy shall contain a provision that the insurer shall
not cancel nor materially modify it without giving written notice to the Developer and the Port at
least 30 days before the cancellation or modification becomes effective. Not less than 15 days
prior to the expiration of any policy, the Developer shall furnish the Port a certificate of insurance
that has been renewed or replaced by another policy conforming to the provisions of this Article
VI, or that there is no necessity therefor under the terms of this Agreement. In lieu of separate
policies, the Developer may maintain a single policy, blanket or umbrella policies, or a
combination thereof, having the coverage required herein, in which event the Developer shall
deposit with the Port a certificate or certificates of the respective insurers as to the amount of
coverage in force upon the Minimum Improvements.
ARTICLE VII
Business Subsidy Act Requirements
Section 7.1. Compliance with Business Subsidy Provisions. The Port and the Developer
agree and represent to each other as follows:
(a) The subsidy provided to the Developer consists of the Financial Assistance provided
by the Port under this Agreement. The total value of the business subsidy provided by the Port is
$500,000.00.
(b) The public purposes of the subsidy are to promote construction of the Minimum
Improvements on the Property, increase net jobs in Rosemount and the State, and increase the tax
base of the City and the State.
(c) The goals for the subsidy are to secure construction of the Minimum Improvements
on the Property; to maintain the Minimum Improvements for at least five years as described in clause
(f) below; and to create the jobs and pay wage levels in accordance with sections 7.2(a) and (b).
(d) If the goals described in clause (c) above are not met, the Developer must make the
payments to the Port described in section 7.3.
(e) The subsidy is needed because the cost of construction of the Minimum
Improvements, including connection to public sewer and water, makes development of the Property
with the Minimum Improvements financially infeasible without the Financial Assistance.
(f) The Developer, or its successors, assigns, or transferees, must continue operation of
the Minimum Improvements as a restaurant and tavern for at least five (5) years after the date of
issuance of the Certificate of Substantial Completion. This provision does not prevent, prohibit, or
otherwise forbid Developer from selling the business, transferring the business or otherwise assigning
Developer’s interest in the operation provided Developer submits the assignment form that is
substantially similar to that form found in Exhibit D and it is accepted and approved by the Port.
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(g) The Developer does not have a parent entity. The Developer may assign its interest in
this Property to a related entity provided Developer submits the assignment form that is substantially
similar to that form found in Exhibit D and it is accepted and approved by the Port.
(h) The Developer has not received, and does not expect to receive financial assistance
from any other grantor as defined in the Business Subsidy Act in connection with acquisition or site
preparation of the Property or construction of the Minimum Improvements.
(i) Developer may, upon completion of the Minimum Improvements, lease the Minimum
Improvements to a tenant (the “Tenant”) who will operate the restaurant and tavern. The Port
understands and agrees that employment by the Tenant, and reporting by the Tenant will satisfy the
requirements of Section 7.2. Any obligations of the Developer under this Section may also be
satisfied by performance and reporting of the Tenant. Notwithstanding the foregoing, the
Developer shall at all times remain obligated to the Port to ensure the performance requirements
set forth herein are met and to repay to the Port any amounts required under this Agreement.
Section 7.2. Job and Wage Goals; Qualified Facility. Within two years after the date of
issuance of the Certificate of Substantial Completion (the “Compliance Date”), the Developer or the
Tenant, or their respective successors, assigns, or transferee shall cause to be created at least five (5)
new full-time equivalent jobs on the Property (excluding any jobs previously existing in the State as
of the date of this Agreement and relocated to this site) and shall cause the wages for the five (5) new
full-time equivalent jobs to be no less than 200 percent of the Minnesota minimum wage, exclusive
of benefits. Notwithstanding anything to the contrary herein, if the wage and job goals described in
this section 7.2 are met by the Compliance Date, those goals are deemed satisfied despite the
Developer’s continuing obligations under Sections 7.1(f) and 7.4. The Port may, after a public
hearing, extend the Compliance Date by up to one year, provided that nothing in this Section 7.2 will
be construed to limit the Port’s legislative discretion regarding this matter.
Section 7.3. Remedies. If the Developer fails, directly or through performance of the Tenant,
successors, assigns, or transferee, to meet the goals described in Section 7.1(c), the Developer shall
repay to the Port upon written demand from the Port a pro rata share of the business subsidy authorized
under this Agreement, and interest on the subsidy at the implicit price deflator as defined in Minnesota
Statutes, section 275.50, subd. 2, accrued from the date of issuance of the Certificate of Substantial
Completion to the date of payment. The term pro rata share means percentages calculated as follows:
(i) if the failure relates to the number of new jobs required under Section 7.2, the new
jobs required less the new jobs created, divided by the new jobs required;
(ii) if the failure relates to wage levels required under Sections 7.1(a) and (b), the
number of jobs with a required wage level less the number of jobs that meet the required wage
level, divided by the number of jobs with a required wage level;
(iii) if the failure relates to maintenance of the Minimum Improvements in accordance
with Section 7.1(f), 60 less the number of months of operation as the Minimum Improvements
(where any month in which the Minimum Improvements are in operation for at least 15 days
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constitutes a month of operation), commencing on the date of the Certificate of Substantial
Completion and ending with the date the Minimum Improvements cease operation as
determined by the Port, divided by 60; and
(iv) if more than one of clauses (i) through (iii) apply, the sum of the applicable
percentages, not to exceed 100%.
Nothing in this Section 7.3 shall be construed to limit the Port’s remedies under Article X
hereof. In addition to the remedy described in this Section 7.3 and any other remedy available to the
Port for failure to meet the goals stated in Section 7.1(c), the Developer agrees and understands that
it may not a receive a business subsidy from the Port or any grantor as defined in the Business Subsidy
Act for a period of five years from the date of the failure or until the Developer satisfies its repayment
obligation under this Section 7.3, whichever occurs first.
Section 7.4. Reports. The Developer, either directly or through the Tenant, must submit to
the Port a written report regarding business subsidy goals and results by no later than March 1 of each
year, commencing March 1, 2026 and continuing until the later of (i) the date the goals stated Section
7.1(c) are met; (ii) 30 days after expiration of the five-year period described in Section 7.1(f); or (iii)
if the goals are not met, the date the subsidy is repaid in accordance with Section 7.3. The report must
comply with section 116J.994, subdivision 7 of the Business Subsidy Act. The Port will provide
information to the Developer regarding the required forms. If the Developer fails to timely file, or
cause Tenant to timely file any report required under this Section 7.4, the Port will mail the Developer
a warning within one week after the required filing date. If, after 14 days of the postmarked date of
the warning, the Developer and/or Tenant fails to provide a report, the Developer must pay to the Port
a penalty of $100 for each subsequent day until the report is filed. The maximum aggregate penalty
payable under this Section 7.4 is $1,000.
Section 7.5. Release from Wage and Job Requirements. Within thirty (30) days of the
occurrence of the Compliance Date, so long as the obligations of the parties herein have been met,
the Port shall provide Developer an executed release in recordable form, providing for the release of
the Property from the obligations regarding the creation of jobs and wages under section 7.2 of this
Agreement.
ARTICLE VIII
Use of Spending Plan TIF; Collection of Taxes
Section 8.1. Use of Spending Plan TIF. The Spending Plan has authorized the Port to have
available to it more Spending Plan TIF than it is providing to the Developer under this Agreement.
The Port shall be free to use any Spending Plan TIF not committed under this Agreement for any
purpose for which such Spending Plan TIF may lawfully be used, pursuant to the provisions of
Subd. 4n, and the Port shall have no obligation to the Developer with respect to the use of such
additional Spending Plan TIF.
Section 8.2. Right to Collect Delinquent Taxes. The Developer acknowledges that the
Port is providing substantial aid and assistance in furtherance of the development of the Property.
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The Developer agrees for itself, its successors and assigns, in addition to the obligation pursuant
to statute to pay real estate taxes, that it is also obligated by reason of this Agreement to pay before
delinquency all real estate taxes assessed against the Property and the Minimum Improvements.
The Developer acknowledges that this obligation creates a contractual right on behalf of the Port
or the City to sue the Developer or its successors and assigns to collect delinquent real estate taxes
and any penalty or interest thereon and to pay over the same as a tax payment to the County auditor.
In any such suit, the Port shall also be entitled to recover its costs, expenses, and attorney fees.
Section 8.3. Payment of Fees. The Developer agrees to pay all fees and expenses incurred
by the Port in connection with preparation of this Agreement, including but not limited to the fees
of the Port’s legal counsel.
ARTICLE IX
Restrictions on Sale or Encumbrance of Minimum Improvements; Assignment
Section 9.1. Sale of Minimum Improvements. The Developer represents and agrees that
its use of the Property and its other undertakings pursuant to the Agreement, are, and will be, used
for the purpose of construction of the Minimum Improvements on the Property and not for
speculation in land holding. The Developer represents and agrees that should the Property be sold
prior to the issuance of a Certificate of Substantial Completion regarding the Minimum
Improvements, the Developer shall notify the Port and the Developer shall remain responsible for
all the Developer’s obligations under this Agreement until receipt of a Certificate of Substantial
Completion, at which point Developer shall be released from any further obligations hereunder if
the Developer and its transferee have entered into an agreement substantially in the form of Exhibit
D attached hereto. Should the Property be sold after receipt of a Certificate of Substantial
Completion, the Developer shall notify the Port and the proposed transferee shall have entered into
an agreement substantially in the form of Exhibit D hereto, whereby the transferee expressly
assumes all of the Developer’s obligations under this Agreement, including compliance with the
Business Subsidy Act. The Port has approved Exhibit D and agrees that upon execution of the
same by the Developer and a transferee of the Property, such transferee shall be recognized as the
assignee of the Developer for all purposes hereunder and the Developer shall be released from any
further obligations under this Agreement.
Section 9.2. Limitation Upon Encumbrance of Property. With the exception of the type
of encumbrances placed in the ordinary course of lending and development of the Property, prior
to issuance of the Certificate of Substantial Completion, the Developer agrees not to engage in any
financing or any other transaction creating any mortgage or other encumbrance or lien upon the
Property or Minimum Improvements, whether by express agreement or operation of law, or suffer
any encumbrance or lien to be made on or attached to the Property or Minimum Improvements
other than the liens or encumbrances approved by the Port, which approval shall not be
unreasonably withheld or delayed if the Port determines that such lien or encumbrance will not
threaten its security under this Agreement.
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ARTICLE X
Events of Default
Section 10.1. Events of Default Defined. Subject at all times to Unavoidable delays, each
and every one of the following shall be an Event of Default under this Agreement in the event that
such failure is not cured by Developer within thirty (30) days of written notice from the Port to
Developer, or, in the event that the failure cannot be reasonably cured within thirty (30) day period,
Developer fails to commence such cure within thirty (30) days or fails to diligently pursue such a
cure to completion:
(a) Failure by the Developer to acquire the Property in fee by August 30, 2024 or failure
to satisfy any other condition precedent specified in section 5.3 of this Agreement;
(b) Failure by the Developer to obtain all approvals and permits from the City and other
entities necessary in order to construct the Minimum Improvements;
(c) Failure by the Developer to commence and complete construction of the Minimum
Improvements pursuant to the terms, conditions and limitations of Article IV of this Agreement,
including the timing thereof, unless such failure is caused by an Unavoidable Delay or waived by
the Developer and the Port;
(d) Failure of the Developer to pay real estate taxes or special assessments on the
Property or Minimum Improvements as they become due;
(e) Failure by the Developer to comply with the requirements of this Agreement
regarding the Business Subsidy Act or with the wage requirements of Section 469.176, subd. 7 of
the TIF Act;
(f) Sale of the Property or the Minimum Improvements, or any portion thereof, by the
Developer in violation of Article IX of this Agreement;
(g) If the Developer shall file a petition in bankruptcy, or shall make an assignment for
the benefit of its creditors or shall consent to the appointment of a receiver; or
(h) Failure by the Port or Developer to observe or perform any material covenant,
condition, obligation or agreement on its part to be observed or performed under this Agreement.
Section 10.2. Remedies on Default. Whenever any Event of Default referred to in section
10.1 of this Agreement occurs, the non-defaulting party may take any one or more of the following
actions:
(a) Suspend its performance under this Agreement until it receives assurances from the
defaulting party, deemed adequate by the non-defaulting party, that the defaulting party will cure
its default and continue its performance under this Agreement;
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(b) Terminate or rescind further performance pursuant to this Agreement;
(c) If the default occurs prior to completion of the Minimum Improvements, the Port
may withhold the Certificate of Substantial Completion;
(d) Seek repayment of some or all of the Financial Assistance pursuant to Article VII
of this Agreement and the Business Subsidy Act; and
(e) Take whatever legal or administrative action which may appear necessary or
desirable to the non-defaulting party to collect any payments due under this Agreement, including
reimbursement of the Financial Assistance previously granted, or to enforce performance and
observance of any obligation, agreement, or covenant of the defaulting party under this Agreement.
Section 10.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the
either party in this Agreement 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. To entitle the Port
or the Developer to exercise any remedy reserved to it, it shall not be necessary to give notice, other
than such notice as may be required in Article XI of this Agreement.
Section 10.4. No Additional Waiver Implied by One Waiver. In the event any covenant
or obligation contained in this Agreement should be breached by either party and thereafter waived
by the other party, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other concurrent, previous or subsequent breach hereunder.
ARTICLE XI
Additional Provisions
Section 11.1. Conflict of Interests; Representatives Not Individually Liable. The Port and
the Developer, to the best of their respective knowledge, represent and agree that no member,
official, or employee of the Port has or shall have any personal interest, direct or indirect, in this
Agreement, nor has or shall any such member, official, or employee participate in any decision
relating to this 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 Port shall be personally liable to the Developer, or any
successor in interest, in the event of any default or breach by the Port, or for any amount which
may become due to the Developer or successor or on any obligations under the terms of this
Agreement. No employee, officer, shareholder or agent of Developer shall be personally liable to
the Port, or any successor in interest, in the event of any default or breach by the Developer, or for
any amount which may become due to the Port or successor or on any obligations under the terms
of this Agreement.
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Section 11.2. Release and Indemnification Covenants. (a) Except for any negligent act of
the following named parties, the Developer hereby releases from and covenants and agrees that
the Port and its governing body members, officers, agents, servants, and employees shall not be
liable for, and hereby agree to indemnify and hold harmless the Port, and its governing body
members, officers, agents, servants, and employees 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 Minimum
Improvements.
(b) Except for any willful misrepresentation or any willful or wanton misconduct or
negligence of the following named parties, the Developer hereby agrees to protect and defend the
Port and its governing body members, officers, agents, servants, and employees, now or forever,
and hereby further agree 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 this Agreement, or the transactions contemplated hereby or the acquisition, construction,
installation, ownership, and operation of the Property or Minimum Improvements.
(c) Except for any negligent act of the following named parties, the Port and its
governing body members, officers, agents, servants, and employees shall not be liable for any
damage or injury to the persons or property of the Developer or its partners, officers, agents,
servants or employees or any other person who may be about the Property or Minimum
Improvements due to any act of negligence of any person.
(d) All covenants, stipulations, promises, agreements, and obligations of the Port
contained herein shall be deemed to be the covenants, stipulations, promises, agreements, and
obligations of the Port, and not of any governing body member, officer, agent, servant, or employee
of the Port in his or her individual capacity.
Section 11.3. Titles of Articles and Sections. Any titles of the several parts, articles, and
sections of this Agreement are inserted for convenience of reference only and shall be disregarded
in construing or interpreting any of its provisions.
Section 11.4. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand, or other communication under this Agreement by either party to the
other shall be sufficiently given or delivered if it is dispatched by United States registered or
certified mail, postage prepaid, return receipt requested, or delivered personally to:
(a) in the case of the Port: Rosemount Port Authority
2875 145th Street W.
Rosemount, MN 55068-4941
Attn: Executive Director
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with a copy to: Ron Batty
Kennedy & Graven, Chartered
150 South Fifth Street
Suite 700
Minneapolis, MN 55402
(b) in the case of the Developer: Willy McCoy’s of Shakopee, LLC
5511 Southwood Dr.
Bloomington, MN 55437
Attn: Korey Bannerman
Matthew Duffy
Monroe Moxness Berg PA
7760 France Avenue S., Suite 700
Minneapolis, MN 55435
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 11.4.
Section 11.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 11.6. Recording. The Port may record this Agreement and any amendments
thereto among the County land records. The Developer shall pay for the cost of such recording.
Section 11.7. Attorney Fees. Whenever any Event of Default occurs on the part of the
Developer or the Port and if the non-defaulting party may employ attorneys or incur other expenses
for the collection of payments due or to become due, or for the enforcement of performance or
observance of any obligation or agreement on the part of the parties under this Agreement, the
Developer or the Port agrees that it shall, within 10 days of written demand by the non-defaulting
party, pay to the non-defaulting party the reasonable fees of such attorneys and such other expenses
so incurred by the non-defaulting party.
Section 11.8. Governing Law; Venue. This Agreement shall be construed in accordance
with the laws of Minnesota. Any dispute arising from this Agreement shall be heard in the State
or federal courts of Minnesota, and all parties waive any objection to the jurisdiction thereof,
whether based on convenience or otherwise.
Section 11.9. Disclaimer of Relationship. The Developer acknowledges that nothing in
this Agreement nor any act of the Port shall be deemed or construed by the Developer or by any
third party to create any relationship of third-party beneficiary, principal and agent, limited or
general partner or joint venture between the Port and the Developer.
Section 11.10. Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter and it supersedes all prior contemporaneous
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agreements, representations, and understandings of the parties pertaining to the subject matter of
this Agreement. This Agreement may be modified, amended, terminated, or waived, in whole or
in part, only by a writing signed by both parties. Notwithstanding the above, nothing herein shall
supersede the City’s land use regulations applicable to the Property and Minimum Improvements
or any agreement, permit or approval by or between the Developer and the City regarding the land
use regulations applicable to the Property and the Minimum Improvements.
Section 11.11. Release. If the Developer satisfies all of its obligations under this
Agreement prior to sale of the Property and release under the agreement in the form of Exhibit D
attached hereto, the Port agrees to execute and deliver to the Developer within thirty (30) days a
release in recordable form so certifying.
***********************
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ROSEMOUNT PORT AUTHORITY
By: _________________________________
_______________
By: _________________________________
________________
STATE OF MINNESOTA )
) ss.
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me this ____ day of
________________, 2023, by _____________, the ____________ of the Rosemount Port
Authority, a body politic and corporate under the laws of Minnesota, on behalf of the authority.
____________________________________
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me this ____ day of
________________, 2023, by _____________, the ____________ of the Rosemount Port
Authority, a body politic and corporate under the laws of Minnesota, on behalf of the authority.
____________________________________
Notary Public
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WILLY MCCOY’S OF SHAKOPEE, LLC
By: _________________________________
______________,
STATE OF MINNESOTA )
) ss.
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me this ____ day of ____________,
2023, by _________________, the _____________________ of Willy McCoy’s of Shakopee,
LLC, a Minnesota limited liability company, on behalf of the company.
Notary Public
Page 28 of 42
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RS230-66-911643.v5
EXHIBIT A TO
CONTRACT FOR PRIVATE DEVELOPMENT
LEGAL DESCRIPTION OF THE PROPERTY
Real property located in the County of Dakota, State of Minnesota, legally described as
follows:
[to be completed after the Property has been replatted]
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RS230-66-911643.v5
EXHIBIT B TO
CONTRACT FOR PRIVATE DEVELOPMENT
LIST OF PRELIMINARY PLANS
The Preliminary Plans consist of the following:
[to be completed]
Page 30 of 42
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EXHIBIT C TO
CONTRACT FOR PRIVATE DEVELOPMENT
FORM OF
CERTIFICATE OF SUBSTANTIAL COMPLETION
WHEREAS, the Rosemount Port Authority, a body politic and corporate under the laws of
Minnesota (the “Port”) and Willy McCoy’s of Shakopee, LLC, a Minnesota limited liability
company (the “Developer”), have entered into that certain Contract for Private Development by
and between the Port and the Developer dated the ____ day of _____________, 2023, and recorded
in the office of the Dakota County _________________, on __________________ as Document
No. __________, which Contract for Private Development contained certain covenants and
restrictions regarding completion of the Minimum Improvements; and
WHEREAS, the land to which the Contract for Private Development applies (the
“Property”) is legally described on Exhibit A attached hereto; and
WHEREAS, said Developer has performed said covenants and conditions in a manner
deemed sufficient by the Port to permit the execution and recording of this certification.
NOW, THEREFORE, this is to certify that, with respect to the Property, all building
construction and other physical improvements specified to be done and made by the Developer
have been substantially completed and the above covenants and conditions in said Contract for
Private Development have been performed by the Developer therein, and the Dakota County
_________ is hereby authorized to accept for recording and to record the filing of this instrument,
to be a conclusive determination of the satisfactory termination of the covenants and conditions
relating to substantial completion of the Minimum Improvements with respect to the Property.
Dated: _______________, 202_.
ROSEMOUNT PORT AUTHORITY
By: _________________________________
__________________
By: _________________________________
__________________
Page 31 of 42
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RS230-66-911643.v5
STATE OF MINNESOTA )
) ss.
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me this ____ day of
________________, 2023, by _____________, the ____________ of the Rosemount Port
Authority, a body politic and corporate under the laws of Minnesota, on behalf of the authority.
____________________________________
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me this ____ day of
________________, 2023, by _____________, the ____________ of the Rosemount Port
Authority, a body politic and corporate under the laws of Minnesota, on behalf of the authority.
____________________________________
Notary Public
This instrument was drafted by:
Kennedy & Graven, Chartered (RHB)
150 South Fifth Street
Suite 700
Minneapolis, MN 55402
(612) 337-9300
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EXHIBIT A
Legal Description of Property
[to be completed]
Page 33 of 42
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RS230-66-911643.v5
EXHIBIT D TO
CONTRACT FOR PRIVATE DEVELOPMENT
FORM OF NOTICE AND ASSIGNMENT
Date___________
To: Rosemount Port Authority
Attn Executive Director
2875 145th Street
Rosemount, MN 55068
Re: Notice of sale pursuant to section 9.1 of the Contract for Private Development dated
______________, 2023 by and between the Rosemount Port Authority and Willy McCoy’s of
Shakopee, LLC (the “Spending Plan Agreement”).
Transferee: _______________________.
NOTICE
To Rosemount Port Authority:
Willy McCoy’s of Shakopee, LLC gives notice pursuant to Section 9.1 of the Contract for
Private Development that the Property as defined therein has been sold to the above named
Transferee, and the Transferee has accepted assignment of the Developer’s obligations under
the Spending Plan Agreement as follows:
ASSIGNMENT
Willy McCoy’s of Shakopee, LLC, Developer under the Spending Plan Agreement does hereby
assign, sell, and transfer all of its interests, rights, and obligations under the Spending Plan
Agreement to Transferee. Transferee acknowledges receipt of a copy of the Spending Plan
Agreement, and states and agrees that it expressly assumes all of the Developer’s obligations
under the Spending Plan Agreement, including compliance with the Business Subsidy Act, as
well as all other provisions of the Spending Plan Agreement. Transferee shall defend and
indemnify Willy McCoy’s of Shakopee, LLC against any claims by the Rosemount Port
Authority, or others, arising under the Spending Plan Agreement.
Developer: Transferee:
_________________________ ______________________
Willy McCoy’s of Shakopee, LLC
By ______________________ By____________________
Its ______________________ Its____________________
Page 34 of 42
EXECUTIVE SUMMARY
Port Authority Regular Meeting: January 16, 2024
AGENDA ITEM: 2024 Expo Updates AGENDA SECTION:
NEW BUSINESS
PREPARED BY: Alysha Grant, Community Development Technician AGENDA NO. 6.b.
ATTACHMENTS: Vendors Master Sheet APPROVED BY: LJM
RECOMMENDED ACTION: Receive an update on the planned 2024 Expo and slate of activities.
BACKGROUND
The Rosemount Home & Business Expo is a community event that has been held in March annually
since 2018. During the year 2020, the Expo was cancelled due to the Covid-19 pandemic but picked
back up in 2021 with social distancing measures in place. This year will mark the sixth year this event
will be held, planned for March 2nd, 2024 from 9:30 am to 2:30 pm at the Rosemount Community
Center.
In previous years, the Expo focused on home development and improvement services for property
owners, bringing in approximately 500 visitors. However, this year the focus is shifting to a more
family-friendly, community event. Thus, the Home & Business Expo will be re-branded as the
Rosemount Expo. With the new re-branding, the Expo will feature a theme year to year; the theme for
2024 will be “Destination Rosemount”. The “Destination Rosemount” theme centers around travel,
featuring a new booth-bingo format in passport booklets, travel-themed marketing, and themed
SWAG. Staff have been working in partnership with various local Rosemount staff, business owners
and organizations to coordinate many new activities. The expo will feature classes and seminars open
to the public, extra children’s activities, catered food by Las Tortillas, coffee by Maleku Coffee, and live
entertainment. The Port Authority budget includes a line item to fund the Expo, in which the
expenditures for activities, food, and marketing will be largely offset by booth revenues and
sponsorships.
RECOMMENDATION
Receive an update on the planned 2024 Expo and slate of activities.
Page 35 of 42
Registered Vendors
Star Tribune in Partnership with F2F
Rosemount Beyond the Yellow Ribbon
Custom Home Specialties Inc.
Mindful Health with Lori
Leprechaun Days Committee
Country Cabinets
Crossfit Snowdrift
MN Highway Safety & Research Center
Michelle Hoagland Group
Thrivent Financial
USA Karate
Valley's Own Bakehouse
Scott Chiropractic Clinic Children's Activities
Dakota County Physical Therapy 1 Balloon Artist
The Reface Experts 2 Face Painters
Thread & Clover Bounce House
Dakota County CDA
David Weekley Homes
Salvo Soccer
Rosemount Area Arts Council
Signature Home Services
Pellicci Ace Hardware
Heather Ann Photography
MN Energy Resources
The Handley Advantage Team w/RE/MAX Advantage Plus
Minnesota Behavioral Specialists
Bader Companies (The Morrison)
Dakota County Regional Chamber of Commerce
Rosemount Floral
Rosemount Area Athletic Association
Kitchen Refresh by Value Add Services
R&A Lawn and Landscape
The Meeting Point
2024 Rosemount Expo
Food & Beverages
Las Tortillas - discounted food, pop & alcoholic beverages
Maleku Coffee - Free coffee
Classes & Seminars
Yoga with Lori Kampa from Mindful Health
Workout with Crossfit Snowdrift
Floral Arranging with Rosemount Floral
Professional Dev. Seminar: Improv with Logan Martin
Coffee Flight Experience with the Meeting Point & Idioma Roastery, LLC
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EXECUTIVE SUMMARY
Port Authority Regular Meeting: January 16, 2024
AGENDA ITEM: 2024 Community Development Block Grant (CDBG)
Allocation
AGENDA SECTION:
NEW BUSINESS
PREPARED BY: Adam Kienberger, Community Development
Director
AGENDA NO. 6.c.
ATTACHMENTS: Estimated FY 2024 funds letter APPROVED BY: LJM
RECOMMENDED ACTION: Motion to recommend City Council adopt a resolution approving
Riosemount's 2024 Community Development Block Grant application.
BACKGROUND
Annually, the City receives federal Community Development Block Grant (CDBG) funds which are
distributed by the Dakota County CDA.
The City was recently informed by the Dakota County Community Development Agency (CDA) that our
estimated allocation for Program Year 2024 (July 1, 2024 – June 30, 2025) is approximately $50,026. In
2023 we received $37,534 in Community Development Block Grant (CDBG) funds which were allocated
to the Home Improvement Loan Program.
To secure the grant money that is available, the city must prepare and submit an application that
specifies eligible activities or projects to which the city intends to allocate the available funding. A
completed application is due in January accompanied by an approved City Council resolution.
The final allocation amount may change as HUD finalizes their budget process over the next several
months.
Proposed Activities
City staff is proposing that the estimated $50,026 be allocated to a single activity - Home Improvement
Loan Program for 2024.
Home Improvement Loan Program
The Home Improvement Loan Program is a program administered by the CDA to benefit low/moderate
income households in Rosemount making eligible improvements to their homes. This program was
funded last year and grants us the maximum opportunity to benefit a wide audience in Rosemount and
meet HUD’s spenddown requirements in a timely manner. Some program details include:
The Home Improvement Loan Program assists low- and moderate-income homeowners with making
repairs and improvements to their homes.
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Home Improvement Loans are commonly used for:
• Roof replacement
• Furnace replacement
• Electrical and plumbing repairs
• Insulation
• Improvements for special needs, such as ramps, bathroom or kitchen modifications
Home Improvement Loans feature:
• Zero percent interest
• No monthly payments
• Repayable when ownership changes or you move from the property. You may be required to
repay the loan if you refinance your home or take out a home equity loan.
• $15,000 loan minimum; $25,000 loan limit
In order to ensure we continue to receive our allocation, cities are required to spend down these funds
within four years or they can revert to the CDA for reallocation to active programs.
Based on an update from CDA staff this week, they noted they track Rosemount’s data by the CDA’s
fiscal years as that is how it gets reported back to the federal government. The CDA fiscal year is from
7/1 to 6/30. For our fiscal year 2022 from 7/1/22 to 6/30/23, we completed 4 home rehabs in
Rosemount for a total investment of $115,000. Rosemount put in $50,393. Some of that is funds from
previous allocations from Rosemount’s CDBG allocation, some of it was Countywide CDBG dollars, and
some of it was CDA levy funds. The CDA served one client under 30% AMI, two between 30-50% AMI,
and one between 50-80% AMI. For fiscal year 2023 (7/1/23-6/30/24), the CDA has not yet completed
any projects but have two active clients in Rosemount and four clients currently on the waiting list. This
demonstrates a continued demand and successful implementation benefiting Rosemount residents.
The Home Improvement Loan Program is currently Rosemount’s most effective program for protecting
and maintaining existing naturally occurring affordable housing.
RECOMMENDATION
Staff is requesting Port Authority recommend City Council pass a resolution approving the City’s 2024
CDBG allocation funding the Home Improvement Loan Program activity.
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November 16, 2023
Ms. Adam Kienberger
City of Rosemount
2875 145th Street W.
Rosemount, MN 55068
RE: CDBG Fiscal Year 2024 Allocation Estimate
Dear Mr. Kienberger,
Dakota County receives an annual allocation of Community Development Block Grant (CDBG)
funds, which is a federal program administered by the Department of Housing and Urban
Development (HUD). The program is designed to assist local governments with various
community development projects and programs that primarily aid low- and moderate-income
residents. Dakota County is considered an “Entitlement County”, and, as such, receives an
annual allocation of federal CDBG funds. The Dakota County Board of Commissioners has
chosen to allocate the CDBG funds amongst the various cities and townships in the County, as
well use the funds for particular County programs. The Dakota County Community
Development Agency (CDA) administers this program on behalf of Dakota County.
Each year, the city’s CDBG allocation is rebalanced to account for updated information in the
American Community Survey provided by the Census Bureau for each city. Per HUD rules, the
CDBG allocation is based on three factors: a community’s population, people in poverty, and
overcrowded housing units. Each city receives a percentage of the annual Dakota County CDBG
allocation based on the three factors. Because these factors change over time, the allocation each
city receives will change over time.
The CDBG allocation Dakota County will receive for the 2024 Program Year is not yet known.
However, we believe it is prudent for each city to anticipate the County will receive a similar
amount to what was received for the 2023 Program Year, which was $1,961,800.
The amount each city will actually receive for the upcoming 2024 Program Year won’t be
known until the federal budget is approved. This amount may be more or less than what your city
received for 2023. With that in mind, the estimated allocation for Rosemount for FY 2024 is
$50,026. Please provide a contingency plan in your 2024 Program Year application that specifies
which program will receive more or less funds based on the final allocation.
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If you have any questions, please feel free to contact me at (651) 675-4464 or
mdykes@dakotacda.org.
Best Regards,
DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY
Margaret M. Dykes
Asst. Director of Community and Economic Development
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EXECUTIVE SUMMARY
Port Authority Regular Meeting: January 16, 2024
AGENDA ITEM: Project Updates AGENDA SECTION:
OLD BUSINESS
PREPARED BY: Eric Van Oss, Economic Development Coordinator AGENDA NO. 7.a.
ATTACHMENTS: APPROVED BY: LJM
RECOMMENDED ACTION: None, receive update.
BACKGROUND
Previous discussions with the City Council and Port Authority indicated a desire for more information
regarding completion of workplan activities. The following highlights some of the project and economic
development activities since the last Port Authority meeting.
Projects in Progress
Israelson properties: Staff provided KJ Walk with comments regarding access for the proposed Dunn
Brothers Coffee shop. Staff has not heard from the developer since early October. The New Horizons
daycare facility has obtained their building permit and will begin construction.
Akron/42: The TIF Spending Plan for the Willy McCoy's project will be considered by the Port on
January 16th. Staff is meeting with several other users interested in the remaining parcels adjacent to
Life Time. Staff is working with a user on a preliminary concept for a portion of the Lennar owned
parcel at the northwest quadrant of Akron Avenue and Highway 42.
Schafer Richardson: The building permit for the first building of 164 units was issued in December.
Super America/Speedway: Staff spoke with the receivership on January 7th. Carlson McCain has
completed the testing required and is working on their report to be filed with the MPCA.
CA Gear: CA Gear has submitted plans for an expansion of the facility on Canada Circle. The facility
would include virtual sport simulation devices and would add a tap room facility. This application was
approved by City Council in December.
J & J Sweets: A ribbon cutting is planned for Tuesday January 23rd at 3:30pm. This business is located
in downtown Rosemount at 3020 145th Street West next to the Post Office.
Rosemount Expo: The Expo is being revamped as a Community Expo as opposed to a Home and
Garden specific event. Community Development Technician Alysha Grant will present the new format
and Expo registration signups.
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RECOMMENDATION
None, receive update.
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