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512853v1 JAE LN140-116
<br />LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA
<br />
<br />RESOLUTION NO. 17-02
<br />
<br />RESOLUTION APPROVING ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR
<br />PRIVATE DEVELOPMENT AND ASSIGNMENT OF TIF NOTE AND AN ESTOPPEL
<br />CERTIFICATE.
<br />
<br /> WHEREAS, the City of Lino Lakes, Minnesota (the “City”) and the Lino Lakes Economic
<br />Development Authority (the “Authority”) have established, and the Authority administers, Development
<br />District No. 1 (the “Development District”) located within the City and have caused to be created a
<br />Development Plan therefor, pursuant to Minnesota Statutes, Sections 469.090 through 469.1082, as
<br />amended; and
<br />
<br /> WHEREAS, within the Development District the City and the Authority have created Tax
<br />Increment Financing (Economic Development) District No. 1-12 (the “TIF District”), pursuant to Minnesota
<br />Statutes, Sections 469.174 through 469.1794, as amended; and
<br />
<br /> WHEREAS, the Authority, United Properties Development LLC, a Minnesota limited liability
<br />company (the “Assignor”), and Distribution Alternatives, Inc., a Minnesota corporation (the “Tenant”), have
<br />entered into a Contract for Private Development, dated July 25, 2016 (the “Contract”), pursuant to which the
<br />Assignor agreed to develop an approximately 400,000 square foot warehouse and distribution facility with
<br />related office space and other improvements to be constructed on property located within the TIF District
<br />for use by the Tenant in its distribution business (the “Minimum Improvements”), and in turn the Authority
<br />agreed to reimburse the Assignor for certain public improvements and site preparation costs; and
<br />
<br /> WHEREAS, the Authority has issued to the Assignor its Tax Increment Revenue Note, Series 2017
<br />(the “TIF Note”), in the original aggregate principal amount of $1,200,000, to reimburse the Assignor for
<br />the public improvements and site preparation costs as provided in the Contract; and
<br />
<br /> WHEREAS, Artis US Holdings III L.P., a Delaware limited partnership (“Artis”), has agreed to
<br />purchase the Project from the Assignor pursuant to a Purchase and Sale Agreement, dated June 30, 2017 (as
<br />amended, the “Purchase Agreement”); and
<br />
<br /> WHEREAS, Artis has determined to assign the Purchase Agreement to one of its subsidiaries, AX
<br />Lino Lakes L.P., a Delaware limited partnership (the “Assignee”), and the Assignee has stipulated that the
<br />Assignor assign all of the Assignor’s rights under the TIF Note and the Contract to the Assignee; and
<br />
<br /> WHEREAS, Section 8.2 of the Contract permits the assignment of the Assignor’s rights and duties
<br />under the Contract only upon the satisfaction of certain requirements provided in such Section; and
<br />
<br /> WHEREAS, there has been presented before the Board of Commissioners of the Authority (i) an
<br />Assignment and Assumption of Contract for Private Development and Assignment of TIF Note (the
<br />“Assignment”) proposed to be executed by the Authority, the Assignor, and the Assignee, pursuant to which
<br />the Assignor will assign its rights and interests with respect to the Contract and the TIF Note to the
<br />Assignee, and the Assignee will assume the rights and duties of the Assignor under the Contract; and (ii) an
<br />estoppel certificate of the Authority (the “Estoppel Certificate”); and
<br />
<br /> NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Lino Lakes
<br />Economic Development Authority that:
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