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LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY
<br />RESOLUTION NO. 23-01
<br />
<br />RESOLUTION APPROVING AN ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR
<br />PRIVATE DEVELOPMENT AND ASSIGNMENT OF TIF NOTE AND RELATED DOCUMENTS
<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 (“United Properties”), and Distribution Alternatives, Inc., a Minnesota corporation (the “Tenant”),
<br />have entered into a Contract for Private Development, dated July 25, 2016 (the “Contract”), pursuant to
<br />which United Properties agreed to develop an approximately 400,000 square foot warehouse and
<br />distribution facility with related office space and other improvements to be constructed on property located
<br />within the TIF District for use by the Tenant in its distribution business (the “Minimum Improvements”),
<br />and in turn the Authority agreed to reimburse United Properties for certain public improvements and site
<br />preparation costs; and
<br />
<br /> WHEREAS, the Authority issued its Tax Increment Revenue Note, Series 2017 (the “TIF Note”), in
<br />the original aggregate principal amount of $1,200,000, to United Properties to reimburse United Properties
<br />for the public improvements and site preparation costs as provided in the Contract; and
<br />
<br /> WHEREAS, United Properties conveyed the Minimum Improvements and the property on which
<br />the Minimum Improvements are located (the “Property”) to AX Lino Lakes L.P., a Delaware limited
<br />partnership (“AX Lino Lakes”), and also assigned its interest, rights, and obligations under the Contract and
<br />the TIF Note to AX Lino Lakes; and
<br />
<br /> WHEREAS, Bank of America, N.A., a national banking association (the “Lender”), provided a loan
<br />to AX Lino Lakes in the maximum principal amount of $16,110,000 (the “Lender Loan”) to finance a
<br />portion of the costs of the Minimum Improvements; and
<br />
<br /> WHEREAS, AX Lino Lakes, the Lender, and the Authority entered into a Collateral Assignment
<br />and Subordination of Development Agreement and Tax Increment Revenue Note pursuant to which AX
<br />Lino Lakes assigned all of its rights under the Contract and the TIF Note to the Lender, the Authority
<br />agreed to the collateral assignment of the rights of AX Lino Lakes under the Contract and the TIF Note,
<br />and the Authority agreed to subordinate its rights under the Contract to the rights of the Lender under the
<br />loan documents executed in connection with the Lender Loan; and
<br />
<br /> WHEREAS, AX Lino Lakes intends to convey the Property to OIVF III Clearwater, LLC, a
<br />Delaware limited liability company (the “Owner”), and the Owner will agree to assume the rights and
<br />obligations of AX Lino Lakes under the Contract; and
<br />
<br /> WHEREAS, Section 8.2 of the Contract permits the assignment of the rights and duties of AX Lino
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