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<br /> <br />EXHIBIT C <br />FORM OF LCDA LOAN NOTE <br /> <br /> <br />PROMISSORY NOTE <br />(Metropolitan Council Livable Communities Demonstration Account (LCDA) <br />$922,500.00 <br />___________, 2026 <br />Little Canada, Minnesota <br />FOR VALUE RECEIVED, the undersigned (herein called the "Borrower"), promises to pay <br />to the order of the City of Little Canada, a Minnesota municipal corporation (herein called the <br />"Lender"), or its assigns, the sum of $922,500.00 (herein called the "Loan Funds"), at the rate of zero <br />percent (0.00%) interest per annum. Said sum was made available to the Borrower by that certain Loan <br />Agreement (Metropolitan Council Livable Communities Demonstration Account (LCDA)) dated as of <br />__________, 2026 (the "LCDA Loan Agreement"), between the Lender and the Borrower to redevelop <br />the property located at 99 County Road B, Little Canada , Minnesota (herein called the "Project"), and <br />legally described in the LCDA Mortgage (defined below). Unless otherwise set forth herein, all <br />capitalized terms used but not defined herein shall have the meanings ascribed to them under the LCDA <br />Loan Agreement. <br />The entire principal amount of this Note shall be due and payable on or before <br />__________________; provided, however, that at any time prior to the full repayment of the LCDA Loan, <br />the entire outstanding principal balance will be immediately due and payable upon the occurrence of any <br />one of the following events of default: <br />(a) The sale, assignment, conveyance, transfer, lease, lien, encumbrance, or refinancing of the Project <br />by the Borrower without the Lender's prior written consent, except a lease to a tenant of the <br />Project in the ordinary course of business or transfers of limited partnership interests in the <br />Borrower pursuant to Borrower's partnership agreement or the replacement of the general partner <br />or Borrower pursuant to Borrower's partnership agreement with the reasonable approval of the <br />replacement general partner by the Lender; or <br />(b) Termination of use of the Project as a low- and moderate-income housing project as required by the <br />LCDA Loan Agreement; or <br />(c) Any use of the Project or a portion of the Project which violates any federal, state or local law, <br />statute, or ordinance, which includes illegal discrimination, pornography, gambling or drug <br />related activities; provided, however, that Borrower shall not be in default as a result of illegal <br />activities at the Project by tenants of the Project if Borrower is pursuing all reasonable <br />actions to prohibit such illegal activities. <br />(d) Default by the Borrower in the performance of any other covenant, term or condition of this <br />Promissory Note, the LCDA Mortgage, the LCDA Loan Agreement, or any other agreement or <br />mortgage relating to or encumbering the Project. <br />Upon the occurrence of one of the events specified above, the Lender shall mail notice to the <br />Borrower specifying: (1) the event of default; (2) the action required to cure such event; (3) a date not less <br />than thirty (30) days from the date the notice is mailed to the Borrower by which date such default must be