HomeMy WebLinkAbout01212025 Agenda Packet
AGENDA
Port Authority Regular Meeting
Tuesday, January 21, 2025
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 the December 17, 2024 Port Authority meeting
4. CHAIRPERSON’S REPORT
5. REPORTS FROM PORT AUTHORITY COMMISSIONERS
6. NEW BUSINESS
a. Omni Public Hearing
b. Willy McCoy's Amendment to the Contract for Private Development
7. OLD BUSINESS
a. Project Updates
8. DISCUSSION
9. ADJOURNMENT
Page 1 of 42
ROSEMOUNT PORT AUTHORITY
REGULAR MEETING PROCEEDINGS
DECEMBER 17, 2024
TOUR 14701 BLAINE AVE ROSEMOUNT, MN
a. Port Authority will be leaving City Hall at 4:15 p.m. and taking a bus to tour 14701 Blaine
Avenue, Rosemount, MN
Port Authority took a tour of the Meta Facility.
CALL TO ORDER/PLEDGE OF ALLEGIANCE
a. Port Authority will arrive at City Hall at approximately 6:00 p.m. to call the meeting to
order
Pursuant to due call and notice thereof, a regular meeting of the Rosemount Port
Authority was held on Tuesday, December 17, 2024, at 6:00 PM. in Rosemount Council
Chambers, 2875 145th Street West.
Chairperson Essler called the meeting to order with Commissioners Theisen, Beaudette
and Ober. Commissioner Klimpel and Freske were absent.
ADDITIONS OR CORRECTIONS TO AGENDA
None.
CONSENT AGENDA
Motion by Theisen Second by Ober
Motion to approve consent agenda
Ayes: 5.
Nays: None. Motion carried.
a. Minutes of October 15, 2024 Regular Meeting
b. Minutes of November 19, 2024 Regular Meeting
CHAIRPERSON’S REPORT
None.
REPORTS FROM PORT AUTHORITY COMMISSIONERS
None.
Page 2 of 42
NEW BUSINESS
a. Willy McCoy's Development Contract
Economic Development Coordinator, Van Oss, provided an overview of the Willy McCoy
project. Mr. Van Oss noted this item would be moved to the January Port Authority
meeting. The additional time will allow the Willy McCoy team to finalize bids as the
previous bids were not favorable. The project timeline is still planned for a closing date
on April 1st and a mid-March construction start date.
b. OMNI Business Subsidy Request
Economic Development Coordinator, Van Oss, presented the plans for Omni to expand
their current location. The Developer requested $500,000 in excess, unobligated tax
increment assistance to pay for site improvement costs to offset the high costs of
construction.
Omni representatives further provided an overview of the project. The additional space
will be a separate building which will be used as more of an event space. Per state
statute, there is a requirement that the private development is to commence no later
than December 31, 2025 and the proposed development fits within the requirements of
the spending plan and aligns with the City's long vision and strategic goals.
Rebecca Kurtz, Ehlers, was present and discussed the financial impact of the project.
Motion by Theisen Second by Ober
Motion to approve the grant request and direct staff to move forward with a
Business Subsidy Agreement.
Ayes: 5.
Nays: None. Motion carried.
c. 2025 Community Development Block Grant (CDBG) Allocation
Community Development Director, Kienberger, discussed the Community
Development Block Grant (CDBG). The estimated allocation for Rosemount for Program
Year 2025 is $41,778.
Staff proposes the funds be allocated across two activities for 2025, Home Improvement
Grant Program and the Downtown Framework Update. The Downtown Framework will
be used as a more in-depth look at Rosemount’s downtown development opportunities
and improvements ahead of the 2050 Comp Plan.
Motion by Theisen Second by Beaudette
Motion to recommend City Council adopt a resolution approving Rosemount’
2025 CDBG application as presented.
Page 3 of 42
Ayes: 4.
Nays: Ober. Motion Carried.
OLD BUSINESS
a. Project Updates
Economic Development Coordinator, Van Oss, discussed the latest Speedway updates
and expects to have further discussions after the new year.
Commissioner Ober questioned the status of streetlights that are missing on Highway
3. Van Oss noted the opening of Lifetime on the 27th.
DISCUSSION
None.
ADJOURNMENT
There being no further business to come before the Port Authority at the regular council
meeting and upon a motion by Essler and a second by Weisensel the meeting was adjourned at
6:55 p.m.
Respectfully submitted,
Erin Fasbender
City Clerk
Page 4 of 42
EXECUTIVE SUMMARY
Port Authority Regular Meeting: January 21, 2025
AGENDA ITEM: Omni Public Hearing AGENDA SECTION:
NEW BUSINESS
PREPARED BY: Eric Van Oss, Economic Development Coordinator AGENDA NO. 6.a.
ATTACHMENTS: DOCSOPEN-#997770-v3 APPROVED BY: LJM
RECOMMENDED ACTION: Motion to open the public hearing and take public comment. Motion to
close the public hearing. Motion to approve the Contact for Private Development By and Between
Rosemount Port Authority and Riveter Real Estate, LLC.
BACKGROUND
Staff has been working with Omni Farm Winery on a new expansion project adjacent to their existing
Rosemount location. The Developer requested $500,000 in excess, unobligated tax increment
assistance to pay for site improvement costs to offset the high costs of construction. In December the
Port Authority directed staff to begin work on a Contract for Private Development between the
Rosemount Port Authority and Omni (legally referred to in the document as Riveter Real Estate, LLC).
The attached Contract outlines the terms and conditions that Omni will need to fulfill in order to
receive the business subsidy from the city. Key items include the building of approximately 9,500 sq. ft
winery and events venue, and to show substantial completion of the building by Dec 31, 2025.
The proposed development by Omni Farm Winery fits within the requirements of the spending plan
and aligns with the City's vision and strategic goals. The Port identified this spending plan as a unique
and timely tool the City can use to foster new business growth and investment in the community. The
spending plan has been largely used to attract new restaurant and entertainment venues and staff
finds this project aligns with those goals.
Because the requested subsidy is over $150,000, the Port is required to hold a public hearing. A
representative from Omni will be in attendance to brief the Port on the project proposal and answer
questions. The City's financial consultant has conducted a financial analysis of the request and will be
in attendance to present the findings to the Port.
RECOMMENDATION
Staff supports the approval of the Contact for Private Development By and Between Rosemount Port
Authority and Riveter Real Estate, LLC.
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RS230-67-997770.v3
EXECUTION COPY
CONTRACT
FOR
PRIVATE DEVELOPMENT
BY AND BETWEEN
ROSEMOUNT PORT AUTHORITY
AND
RIVETER REAL ESTATE, 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 Satisfactory Progress to Completion......................................7
Section 4.4. Certificate of Satisfactory Progress to Completion .................................................7
Section 4.5 Completion of Minimum Improvements.................................................................8
Section 4.6. Restrictions on Use; Land Use Approvals...............................................................8
Section 4.7. 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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RS230-67-997770.v3
ARTICLE VI
Insurance
Section 6.1. Required Insurance..................................................................................................9
Section 6.2. Evidence of Insurance............................................................................................10
ARTICLE VII
Business Subsidy Act Requirements
Section 7.1. Compliance with Business Subsidy Provisions.....................................................10
Section 7.2. Job and Wage Goals...............................................................................................11
Section 7.3. Remedies................................................................................................................11
Section 7.4. Reports...................................................................................................................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.....................................................................................................12
ARTICLE IX
Restrictions on Sale or Encumbrance of Minimum Improvements
Section 9.1. Sale of Minimum Improvements...........................................................................12
Section 9.2. Limitation Upon Encumbrance of Property...........................................................13
ARTICLE X
Events of Default
Section 10.1. Events of Default Defined .....................................................................................13
Section 10.2. Remedies on Default..............................................................................................14
Section 10.3. No Remedy Exclusive............................................................................................14
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................................................................15
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
Section 11.7. Attorney Fees.........................................................................................................17
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Section 11.8. Governing Law; Venue..........................................................................................17
Section 11.9. Disclaimer of Relationship ....................................................................................17
Section 11.10. Entire Agreement...................................................................................................17
Section 11.11 Release...................................................................................................................17
ACKNOWLEDGMENT
SIGNATURES
EXHIBIT A Legal Description of the Property
EXHIBIT B List of Preliminary Plans
EXHIBIT C Form of Certificate of Satisfactory Progress to Completion
EXHIBIT D Form of Notice and Assignment
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RS230-67-997770.v3
CONTRACT FOR PRIVATE DEVELOPMENT
THIS CONTRACT FOR PRIVATE DEVELOPMENT (the “Agreement”) is made as of the
_______ day of __________, 2025, 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 Riveter Real Estate, LLC, a limited liability
company under the laws of Minnesota, having its office at 14962 64th Avenue North, Maple Grove,
MN 55311 (the “Developer”).
RECITALS
WHEREAS, the Port has established and administers various tax increment financing
districts (the “TIF Districts”) in Rosemount ; and
WHEREAS Minnesota Statutes, section 469.176, subd. 4n authorizes the Port to spend
available tax increment from existing tax increment districts, notwithstanding any other law to the
contrary, to provide improvements, loans, interest rate subsidies or 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 (as hereinafter defined) 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 Districts, 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 (as hereinafter
defined) a new building of approximately 9,500 sq. ft. to be used for a winery and events venue
(the “Project”); and
WHEREAS the Developer has stated in writing that the cost of constructing the Project
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 and community amenities;
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.
“Benefit Date” has the meaning given to the term in Minnesota Statutes, section 116J.993,
subd. 2.
“Business Subsidy Act” means Minnesota Statutes, sections 116J.993 through 116J.995,
as amended.
“Certificate of Substantial Progress to Completion” means the certificate, in the general
form attached hereto as Exhibit C, which will be provided by the Port to the Developer upon
achieving Substantial Progress to 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.
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“Developer” means Riveter Real Estate, LLC, a limited liability company under the laws
of Minnesota.
“Event of Default” means an action listed in Article X of this Agreement.
“Financial Assistance” means the $500,000.00 in Spending Plan TIF to be 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 demolition of existing buildings and the construction of
an approximately 9,500 sq. ft. building for use as a winery and events venue 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.
“Qualifying Costs” means up to $500,000.00 in costs associated with acquisition or
preparation of the Property or construction of the Minimum Improvements..
“Satisfactory Progress to Completion” means the certification to be made by the City’s
building official after all rough-in inspections for plumbing, utilities, framing and electrical work
on the Minimum Improvements have been completed and passed and the building shell is
completed and the roofing structure and membrane installed.
“Spending Plan” means the Spending Plan for the TIF Districts 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 TIF Districts in accordance with the TIF Act and not otherwise pledged to other
obligations of the TIF Districts 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 Minnesota Statutes, section 469.176, subd. 4n.
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“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.
“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 Progress to 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.
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(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.
(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 limited liability company under the laws of Minnesota 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 and, specifically, would not have been commenced before
December 31, 2025, without the Financial Assistance being provided hereunder.
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(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.
(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 March 31, 2025.
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 15 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) substantially 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 City Approvals and 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
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to issue a building permit prior to the Developer being authorized to construct the Minimum
Improvements. Approval of the Construction Plans by the Port is only 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.
(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 Satisfactory Progress to Completion. 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 May 1, 2025. Subject to Unavoidable Delays, the
Developer shall achieve Substantial Progress to Completion of the Minimum Improvements by no
later than November 30, 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. 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 Progress to Completion. (a) After achieving
Substantial Progress to 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 Progress to Completion in the form of Exhibit C attached hereto. 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
achieve Substantial Progress to Completion of the Minimum Improvements and the dates for the
beginning and completion thereof.
(b) The Certificate of Substantial Progress to 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 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 achieve Substantial Progress
to Completion of 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
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necessary, in the opinion of the Port, for the Developer to take or perform in order to obtain such
Certificate of Substantial Progress to Completion.
Section 4.5. Completion of Minimum Improvements. Notwithstanding anything herein to
the contrary or the issuance of the Certificate of Substantial Progress to Completion, the Developer
must complete the Minimum Improvements and obtain a certificate of occupancy from the City’s
building official. The Port agrees and acknowledges that completion of the Minimum Improvements
may occur after Developer’s receipt of the Financial Assistance.
Section 4.6. 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 4.7. 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 the City
Approvals, 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 and the
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 $2,531,000, that the sources of revenue available to pay
such costs, excluding the tax Financial Assistance contemplated herein is $2,031,000, 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 the 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:
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(a) The Developer has acquired the Property;
(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;
(d) The Certificate of Substantial Progress to 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. Within 30 days of the date the above conditions are satisfied, the Port will wire, in
immediately available funds and to an account designated by the Developer, 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.
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The policies of insurance required above shall be in form and content reasonably satisfactory to
the Port. They shall be placed with financially sound and reputable insurers licensed to transact
business in Minnesota and 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
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. 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, provide construction 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 construction jobs.
(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.
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(e) The subsidy is needed because the cost of construction of the Minimum Improvements
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 winery and events venue for at least 5 years after the Benefit Date.
This provision does not prevent, prohibit, or otherwise forbid the Developer from selling the business,
transferring the business or otherwise assigning the Developer’s interest in the operation provided the
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.
(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 or tenants (the “Tenant”) who will operate the winery and the events venue.
The Port understands and agrees that continuation of the facility as a winery and events venue for five
years after the Benefit Date by the Tenant on the Property and reporting of same by the Tenant will
satisfy the requirements of Section 7.1(f). 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. The goal of the Spending Plan is to facilitate the
construction of new or rehabilitation of existing buildings to expand the amenities available in the
community and to provide construction jobs associated with such work. The creation of new or
retention of existing jobs is not a goal. Accordingly, the jobs and wages for the project is set at zero.
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, 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 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 constitutes a month of operation), commencing on the Benefit
Date and ending with the date the Minimum Improvements cease operation as determined by the Port,
divided by 60.
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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, 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) 30 days after expiration of the
five-year period described in Section 7.1(f); or (ii) 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.
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.
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
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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 Progress to 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
Progress to 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 Progress to 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 and the obligation to complete construction of the
Minimum Improvements and receive a certificate of occupancy from the City’s building official.
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 Progress to 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.
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 the defaulting party within 30 days of written notice from the non-
defaulting party, or, in the event that the failure cannot be reasonably cured within 30 day period,
the defaulting party fails to commence such cure within 30 days or fails to diligently pursue such
a cure to completion:
(a) Failure by the Developer to acquire the Property in fee by March 31, 2025 or failure
to satisfy any other condition precedent specified in section 5.3 of this Agreement;
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(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 construction and achieve Substantial
Progress to Completion 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;
(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;
(b) Terminate or rescind further performance pursuant to this Agreement;
(c) If the default occurs prior to achieving Substantial Progress to Completion of the
Minimum Improvements, the Port may withhold the Certificate of Substantial Progress to
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.
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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.
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 or breach of this Agreement 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
Page 24 of 42
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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
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: Riveter Real Estate, LLC
14962 64th Avenue North
Maple Grove, MN 55311
Attn: ______________________
with a copy to: Erin Johnsen
Garner, Ginsburg and Johnsen, P.A.
333 Washington Avenue North, Suite 300
Minneapolis, MN 55401
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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 brings a legal action 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 non-prevailing party
in any such action 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-prevailing 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
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, the Port agrees to execute and deliver to the Developer
within 30 days a release in the form of Exhibit D attached hereto 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
________________, 2025, 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
________________, 2025, 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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RS230-67-997770.v3
RIVETER REAL ESTATE, LLC
By: _________________________________
Its: _________________________________
STATE OF MINNESOTA )
) ss.
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me this ____ day of ____________,
2025, by _________________, the _____________________ of Riveter Real Estate, LLC, a
limited liability company under the laws of __________, on behalf of the company.
Notary Public
Page 28 of 42
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RS230-67-997770.v3
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]
Page 29 of 42
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RS230-67-997770.v3
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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RS230-67-997770.v3
EXHIBIT C TO
CONTRACT FOR PRIVATE DEVELOPMENT
FORM OF
CERTIFICATE OF SUBSTANTIAL PROGRESS TO COMPLETION
WHEREAS, the Rosemount Port Authority, a body politic and corporate under the laws of
Minnesota (the “Port”) and Riveter Real Estate, LLC, a limited liability company under the laws
of ________________ (the “Developer”), have entered into that certain Contract for Private
Development by and between the Port and the Developer dated the ____ day of _____________,
2025, and recorded in the office of the Dakota County _________________, on
__________________ as Document No. __________, which Contract for Private Development
contained certain covenants and restrictions regarding achieving Substantial Progress to
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, Substantial
Progress to Completion of all building construction and other physical improvements specified to
be done and made by the Developer has been 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 achieving Substantial Progress to 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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RS230-67-997770.v3
STATE OF MINNESOTA )
) ss.
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me this ____ day of
________________, 202__, 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
________________, 202__, 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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RS230-67-997770.v3
EXHIBIT A
Legal Description of Property
[to be completed]
Page 33 of 42
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RS230-67-997770.v3
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
______________, 2025 by and between the Rosemount Port Authority and Riveter Real Estate, LLC
(the “Spending Plan Agreement”).
Transferee: _______________________.
NOTICE
To Rosemount Port Authority:
Riveter Real Estate, LLC gives notice pursuant to Section 9.1 of the Spending Plan Agreement 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
Riveter Real Estate, 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 Riveter Real Estate, LLC
against any claims by the Rosemount Port Authority, or others, arising under the Spending Plan
Agreement.
Developer: Transferee:
_________________________ ______________________
Riveter Real Estate, LLC
By ______________________ By____________________
Its ______________________ Its____________________
Page 34 of 42
EXECUTIVE SUMMARY
Port Authority Regular Meeting: January 21, 2025
AGENDA ITEM: Willy McCoy's Amendment to the Contract for
Private Development
AGENDA SECTION:
NEW BUSINESS
PREPARED BY: Eric Van Oss, Economic Development Coordinator AGENDA NO. 6.b.
ATTACHMENTS: DOCSOPEN-#967219-v5 APPROVED BY: LJM
RECOMMENDED ACTION: Motion to Approve the Amendment to the Contract for Private
Development By and Between Rosemount Port Authority and Willy McCoy's of Shakopee, LLC
BACKGROUND
Earlier this year, the Rosemount Port Authority approved a contract for private development with Willy
McCoy's of Shakopee, LLC to construct a new restaurant near the Life Time development. The
agreement outlined the minimum requirements of the project, and the requirements Willy McCoy's of
Shakopee, LLC needed to complete in order to be eligible for a business subsidy from the city. Due to a
delay in the purchase agreement between the private parties, the contract for private development
needs to be updated to reflect a new project timeline.
Staff and the city's legal counsel decided it would be appropriate to add a new definition, "Satisfactory
Progress to Completion." This new definition would allow the business subsidy to be granted prior to
gaining a Certificate of Occupancy, but after the majority of the building has been constructed. This
change is to provide some flexibility to disburse the business subsidy, while still meeting the statutory
deadline of the TIF Spending Plan on December 31, 2025. Representatives from Willy McCoy's of
Shakopee, LLC are present to give an update on the project, and Ehlers, the City's financial consultant,
is present to answer any questions on the TIF Spending Plan.
RECOMMENDATION
Staff recommends the Port Authority approve the First Amendment for Private Development Between
Rosemount Port Authority and Willy McCoy's of Shakopee, LLC.
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RS230-66-967219.v5
FIRST AMENDMENT TO
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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RS230-66-967219.v5
FIRST AMENDMENT TO CONTRACT FOR PRIVATE DEVELOPMENT
This First Amendment to Contract for Private Development (the “First Amendment”), is
made as of the _______ day of _______________, 2024, between the Rosemount Port Authority,
a public body corporate and politic 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 limited liability company under the laws of Delaware, having its principal offices
at 515 165th Avenue, NW, Andover, Minnesota 55304 (the “Developer”).
Witnesseth:
WHEREAS, on January 16, 2024, the Port approved a Contract for Private
Development with the Developer for the development of a 7,500 sq. ft. restaurant and tavern
with a rooftop patio and upstairs bar and banquet area (the “Project”); and
WHEREAS, the Port and the Developer desire to amend the Contract for Private
Development in recognition of certain delays and other changes in the project.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
obligations set forth in this First Amendment, the Port and the Developer hereby agree as follows:
1. In this First Amendment, unless otherwise noted, underline and strike-through text
shall be used to indicate amendments to the Contract for Private Development. Underline text
shall indicate new language, and strike-through text shall indicate removed language.
2. Section 1.1 Definitions of the Contract for Private Development is amended as
follows:
“Minimum Improvements” means the construction of a 7,500 sq ft. restaurant and tavern
with a rooftop level patio consistent with the Construction Plans on the Property (the “Project”).
After completion of the Minimum Improvements, the term shall mean the Property as improved
by the Minimum Improvements.
“Satisfactory Progress to Completion” means the certification to be made by the City’s
building official after all rough-in inspections for plumbing, utilities, framing and electrical work
on the Minimum Improvements have been completed and passed, and the building shell is
completed, and the roofing structure and membrane are installed.
3. Section 3.1 of the Contract for Private Development is amended as follows:
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 April 30, 2025.
4. Section 4.3 of the Contract for Private Development are amended as follows:
Section 4.3 Commencement and Completion of Construction Satisfactory Progress to
Completion. Subject to Unavoidable Delays and the Port’s timely approval of the Construction Plans,
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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 April 30, 2025. Subject
to Unavoidable Delays, the Developer shall have achieved Substantial Completion Satisfactory
Progress to 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.
5. Section 5.3 of the Contract for Private Development is amended as follows:
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 April 30, 2025;
(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;
(d) The Certificate of Substantial Completion has been issued Satisfactory Progress to
Completion has been achieved by December 20, 2025;
(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.
6. Section 10.1(a) of the Contract for Private Development is amended as follows:
(a) Failure by the Developer to acquire the Property in fee by August 30, 2024 April 30,
2025 or failure to satisfy any other condition precedent specified in section 5.3 of this Agreement.
7. Except as amended in this First Amendment, all of the provisions, covenants, terms
and conditions of the Contract for Private Development shall remain unaltered and in full force
and effect.
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8. This First Amendment may be executed in any number of counterparts. All such
counterparts will be deemed to be originals and will together constitute but one and the same
instrument.
* * * * * * * * *
WILLY MCCOY’S OF SHAKOPEE, LLC
By
__________________
STATE OF _____________ )
) ss.
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me on this ___ day of ____________,
2024, by __________________, the __________________ of Willy McCoys of Shakopee LLC,
a Delaware limited liability company, on behalf of the company.
IN WITNESS WHEREOF, I have set my hand and my official seal this ___ day of
_____________, 2024.
Notary Public
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
executed as of the date first above written.
ROSEMOUNT PORT AUTHORITY
By
______________,
By
_____________,
STATE OF MINNESOTA )
) SS.
COUNTY OF _____________ )
The foregoing instrument was acknowledged before me on this ____ day of
_________________, 2024, by __________________, the ___________ of the Rosemount Port
Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the
Authority.
IN WITNESS WHEREOF, I have set my hand and my official seal this ____ day of
____________, 2024.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF _____________ )
The foregoing instrument was acknowledged before me on this ____ day of
_________________, 2024, by __________________, the __________________ of the
Rosemount Port Authority, a public body corporate and politic under the laws of Minnesota, on
behalf of the Authority.
IN WITNESS WHEREOF, I have set my hand and my official seal this ____ day of
____________, 2024.
Notary Public
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EXHIBIT A
The property subject to the foregoing First Amendment to Contract for Private
Development is as follows:
[add platted legal description]
4865-3537-5316, v. 1
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EXECUTIVE SUMMARY
Port Authority Regular Meeting: January 21, 2025
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
BACKGROUND
Project Falcon: Project Falcon submitted applications for a preliminary plat, final plat, and rezone of a
property directly south of the Meta project in UMore. This will be considered at the January PC
meeting. Applications for building and site plan review are anticipated in the upcoming months. Staff is
also working with the project team to secure County and State grant funds related to redevelopment
and infrastructure activities.
Akron Ridge: The city received an application for a rezone and preliminary plat for 58 townhomes
north of the Flint Hills Athletic Fields.
Beirut Restaurant: A ribbon cutting for the new Beirut location is planned for January 31 at 2pm.
New Horizons Academy: A ribbon cutting is planned for February 27th at 3pm.
EDAM Winter Conference: Staff will be attending the Economic Development Association of
Minnesota's winter conference on January 23 and 24.
ULI Panel: Staff will be on a site selection panel hosted by the Urban Land Institute on February 5.
RECOMMENDATION
Information item
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